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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: July 31, 2000
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number: 33-2310-D
PINE VIEW TECHNOLOGIES CORPORATION
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(Name of Small Business Issuer in its charter)
Nevada 87-0429154
------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1242 Roosevelt Avenue, Salt Lake City, Utah 84105
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(Address of principal executive offices and Zip Code)
(801) 485-1645
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 10,501,000
------------------------------ ----------------------------
Title of Class Number of Shares Outstanding
as of August 31, 2000
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PINE VIEW TECHNOLOGIES CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
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PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
CONDENSED BALANCE SHEETS
OCTOBER 31, 2000 AND 1999
ASSETS
July 31, October 31
2000 1999
-------- --------
CURRENT ASSETS:
Cash in bank $159,642 $ 61,335
Prepaid expenses - 165
-------- --------
Total Current Assets 159,642 61,500
------- --------
TOTAL ASSETS $159,642 $ 61,500
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 495 $ 300
Advance 100,000 -
--------- --------
Total Current Liabilities 100,495 300
--------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 50,000,000
shares authorized, 10,501,000 shares
issued and outstanding both periods 10,501 10,501
Capital in excess of par value 98,150 98,150
Deficit accumulated during
the development stage (49,504) (47,451)
-------- --------
Total Stockholders' Equity 59,147 61,200
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $159,642 $ 61,500
======== ========
The accompanying notes are an integral part of these financial statements.
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PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
From Inception on
For the Three For the Nine November 5, 1985
Months Ended Months Ended Through
July 31, July 31, July 31,
------------- ------------- ---------------
2000 1999 2000 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUE:
Interest Income $ 598 $ 497 $ 1,570 $ 1,599 $ 54,307
----- ----- ------- ------- --------
598 497 1,570 1,599 54,307
----- ----- ------- ------- --------
EXPENSES:
Office and general - - 33 - 9,966
Amortization - - - - 110
Professional fees 995 2,272 3,590 4,954 34,241
Realized loss on
marketable securities - - - - 40,515
Bad debt expense - - - - 12,823
Loss from operations
of discontinued
subsidiary - - - - 3,357
------ ------ ------- ------- -------
Total Expenses 995 2,272 3,623 4,954 101,012
------ ------ ------- ------- -------
INCOME (LOSS) BEFORE TAX (397) (1,775) (2,053) (3,355) (46,705)
TAX (EXPENSE) BENEFIT - - - - (2,799)
------ ------- ------ -------- -------
NET INCOME (LOSS) $ (397) $(1,775) $ (2,053) $ (3,355) $(49,504)
------ ------- -------- --------- --------
NET INCOME (LOSS) PER SHARE $(0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
------ ------- ------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
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PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception on
For the Three For the Nine November 5, 1985
Months Ended Months Ended Through
July 31, July 31, July 31,
------------------- --------------------- ---------------
2000 1999 2000 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (Loss) $ (397) $ (1,775) $ (2,053) $ (3,355) $ (49,504)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization expense - - - - 330
Realized Loss on marketable
securities - - - - 40,515
Changes in assets and liabilities:
Other receivable - - - - -
Prepaid expenses - - 165 - -
Deferred tax asset - - - - -
Accounts payable (720) (1,030) 195 600 495
-------- --------- --------- --------- ---------
Net Cash Flows provided (used)
from Operating Activities (1,117) (2,805) (1,693) (2,755) (8,164)
-------- -------- -------- -------- --------
CASH FLOWS FROM IN INVESTING
ACTIVITIES:
Organization costs - - - - (330)
Advance 100,000 - 100,000 - 100,000
Purchase of marketable securities - - - - (45,000)
Sale of marketable securities - - - - 4,485
-------- -------- -------- -------- --------
Net Cash Flows provided (used)
from Investing Activities 100,000 - 100,000 - 59,155
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issuance - - - - 135,020
Cost of stock issuance - - - - (26,369)
-------- -------- -------- -------- --------
Net Cash Flows from Financing
Activities - - - - 108,651
-------- -------- -------- -------- --------
NET CASH PROVIDED (USED) DURING
PERIOD 98,883 (2,805) 98,307 (2,755) 159,642
CASH AND CASH EQUIVALENTS-
BEGINNING 60,759 64,708 61,335 64,658 -
-------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS-
ENDING $159,642 $ 61,903 $159,642 $ 61,903 $159,642
-------- -------- -------- -------- --------
SUPPLEMENTAL INFORMATION
Taxes paid $ - - - - 3,291
-------- -------- -------- -------- --------
Interest paid $ - - - - 77
-------- -------- -------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments)necessary to present fairly the
financial position, results of operation and cash flows at July 31, 2000 and
1999 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included
in the Company's October 31, 1999 audited financial statements. The
results of operations for the periods ended July 31, 2000 and 1999
are not necessarily indicative of the operating results for the full
year.
NOTE 2 ADVANCE
The Company was advanced $100,000 form an individual on July 25,
2000 to accomplish temporary interim funding requirements for a possible
business transaction. When it was determined that the funding was not needed
the $100,000 was repaid on August 16, 2000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.
Statements in this periodic report that are not historical facts are hereby
identified as "forward-looking statements" for the purpose of the safe harbor
provided by Section 21E of the Exchange Act and Section 27A of the Securities
Act.
General
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Pine View Technologies Corporation, a Nevada corporation, (the "Company")
was incorporated under the laws of the State of Nevada on November 5, 1985.
The Company was organized to engage in the acquisition of assets, properties
or a business without regard to any specific industry or type of business.
In connection with the Company's organization, it issued 4,000,000 shares
of its common stock, par value $0.001 per share (the "Common Stock"), to the
Company's original founders and officers and directors. Additionally, the
Company engaged in a public offering of its securities at an offering price of
$0.02 per share of its common stock, par value $0.001 per share (the "Common
Stock"). The offering was pursuant to a registration statement filed with the
Securities and Exchange Commission with the registration statement declared
effective on March 16, 1987. Pursuant to the registration statement, the
Company sold 6,501,000 shares of Common Stock raising gross proceeds of
$130,020. Since the completion of its public offering, the Company has not
engaged in any significant operations other than investigating potential
business opportunities, none of which have come to fruition.
The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition,
and unless required by applicable law, the articles of incorporation, bylaws
or by contract, stockholders' approval may not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require management time and attention and will require
the Company to incur costs for payment of accountants, attorneys, and others.
If a decision is made not to participate in or complete the acquisition of a
specific business opportunity, the costs incurred in a related investigation
will not be recoverable. Further, even if agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any
future business prospect. There is no assurance that the Company will be able
to acquire an interest in any such prospects, products or opportunities that
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may exist or that any activity of the Company, regardless of the completion of
any participation in or the acquisition of any business prospect, will be
profitable.
The Company has agreed with Noland Schneider, a principal shareholder of
the Company, to allow him to investigate and negotiate potential acquisitions
and mergers on behalf of the Company. Presently, Mr. Schneider is not being
paid a fee for his services, however, should his efforts prove successful, the
Company and Mr. Schneider may agree on some form of compensation. Management
of the Company anticipates that Mr. Schneider will have a significant voice in
any proposed merger or acquisition given his business experience and
shareholdings in the Company.
Liquidity and Capital Resources
-------------------------------
As of July 31, 2000, the Company had assets of $159,642 and $100,495 in
liabilities. The assets consisted of a $100,000 advance on July 25, 2000,
from a shareholder in anticipation of a pending business t4ransaction. When
the business transaction did not materialize, the Company returned the
$100,000. Accordingly, exclusive of the $100,000 advance, the Company's
working capital remained fairly unchanged at $59,147. The Company has only
incidental ongoing expenses primarily associated with maintaining its
corporate status and professional fees associated with accounting costs. For
the three and nine months ended July 31, 2000, the Company had expenses of
$995 and $3,623, respectively. These expenses primarily consisted of
professional fees associated with maintaining the Company's financial
statements and SEC reporting obligations. The Company will continue to pay
for professional fees associated with maintaining its reporting obligations
with the SEC. These expenses have remained fairly constant from prior years.
Management anticipates that the Company will incur substantial cost
including legal and accounting fees to locate and complete a merger or
acquisition. At the present time the Company has the assets to meet these
financial requirements. The Company does not, however, have assets to entice
potential business opportunities to enter into transactions with the Company.
Since inception the Company has not generated revenue, other than
interest income, and it is unlikely that any revenue will be generated until
the Company locates a business
opportunity with which to acquire or merge. Management of the Company will be
investigating various business opportunities with which to acquire or merge.
These efforts may cost the Company not only out of pocket expenses for its
management but also expenses associated with legal and accounting cost. There
can be no guarantee that the Company will receive any benefits from the
efforts of management to locate business opportunities.
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.
The Company has had no employees since its inception and does not intend
to employ anyone in the future, unless its present business operations were to
change. The president of the Company is providing the Company with a location
for its offices on a "rent free basis" and no salaries or other form of
compensation are being paid by the Company for the time and effort required by
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management to run the Company. The Company does intend to reimburse its
officers and directors for out of pocket cost.
Results of Operations
---------------------
The Company's has no operations except preliminary investigation of one
or more potential business opportunities, none of which have come to fruition.
The only revenue is from interest which was $598 for the three months ended
July 31, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
No exhibits are included as they are either not required or not applicable.
(b) Reports on Form 8-K.
--------------------
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PINE VIEW TECHNOLOGIES CORPORATION, INC.
[Registrant]
Dated: September 12, 2000 By:/S/Stephen B. Cluff, President and
Principal Financial Officer
