U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

           For the fiscal year ended December 31, 2001

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

   For the transition period from _____________ to ____________

                  Commission File No. 333-93535


                          TWINVIEW, INC.
          ----------------------------------------------
          (Name of Small Business Issuer in its Charter)

       DELAWARE                                         87-0620802
-------------------------------                  --------------------------
(State or Other Jurisdiction of                  (I.R.S. Employer I.D. No.)
 Incorporation or Organization)

                        573 East 300 South
                    Salt Lake City, Utah 84102
            ------------------------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 531-1867

                               N/A
                               ----
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None

Name of Each Exchange on Which Registered:                       None

Securities Registered under Section 12(g) of the Exchange Act:

                               None
                              ------
                         (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

     Yes [X]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [X]

<PAGE>

State Issuer's revenues for its most recent fiscal year ended December 31,
2001 - $0.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

There are approximately 394,250 shares of common voting stock of the
registrant held by non-affiliates.  During the past two years there has been
no "established public market" for shares of common voting stock of the
registrant, so the registrant has arbitrarily valued these shares at zero.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                         Not Applicable.

             APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date: As of April 5, 2002 there
were 801,500 shares of the issuer's common stock issued and outstanding.  This
includes 275,000 shares of Series A preferred stock that were automatically
converted to shares of common stock on a 1 for 1 basis on March 22, 2001.

               DOCUMENTS INCORPORATED BY REFERENCE

                         Not Applicable.

Transitional Small Business Disclosure Format   Yes [ ] No [ X ]



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<PAGE>

                              PART I

MANY STATEMENTS MADE IN THIS REPORT ARE FORWARD-LOOKING STATEMENTS THAT ARE
NOT BASED ON HISTORICAL FACTS.  ANY FORWARD-LOOKING STATEMENTS INCLUDED IN
THIS REPORT REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY
KNOWN AND INVOLVE RISKS AND UNCERTAINTIES.  BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, THERE ARE IMPORTANT FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.  ACTUAL RESULTS MAY VARY
MATERIALLY.

ITEM 1.  DESCRIPTION OF BUSINESS.

Twinview, Inc.; its history and organization

     Twinview, Inc. was incorporated in the State of Delaware on November 5,
1998.  Prior to the date of this report, Twinview, Inc.'s business experience
has been limited to formulating its business plan and fund raising activities
necessary to implement the business plan.  We intend to construct and operate
a drive-through retail specialty coffee store in Salt Lake City, Utah through
our wholly owned subsidiary, Cafe Detour, L.L.C., a Utah limited liability
company formed in November 1998.  Cafe Detour, L.L.C. has not yet commenced
principal business operations.

     References in this report to "we," "our," "us" and "Twinview" refer to
Twinview, Inc. and also to our subsidiary, Cafe Detour, L.L.C., where
appropriate.

     The following description of the Company's proposed business will not be
implemented until the Company receives repayment of an existing loan made by
the Company and until the Company sells an existing investment which it has in
brine shrimp artemia cysts.  As of December 31, 2001 the Company was not
actively pursuing its business plan.

     It is our intention to identify an appropriate business location, secure
a lease of the property upon which the coffee store building is to be built,
and then construct the proposed retail drive-through coffee store on the
property.  Our proposed business is to operate the specialty coffee store.  We
believe it will take approximately twelve months to complete site selection
and obtain a lease, and another approximately four to six months to complete
construction and furnishing of our proposed store and to hire and train
employees before the store will begin its operations.

     We have had a reputable architectural firm design, draft and complete
detailed working drawings or blue prints of a proposed retail drive-through
coffee store.  The plans will be submitted to the appropriate government
agencies in Salt Lake City, Utah for review and approval once a location for
the retail coffee shop has been secured.

     The architectural firm was selected for its experience in designing some
of the recently completed retail coffee stores with which we must compete.  It
recently designed, submitted and received approval of four Starbucks  Coffee
Inc. Salt Lake City locations.

     The architectural firm has experience in the design of drive through
retail coffee stores similar to our proposed store.  By their nature of
operation, drive-through coffee stores are confined in space.  The efficiency
of design is critical.  Our design provides for two traffic lanes on each side
of the building.  It allows six automobiles on each side of the structure to
bring customers onto the premises.  We believe this design is the most
practical and efficient for any intersection corner location which we are
seeking.

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<PAGE>

     The importance for universal design attributes to be incorporated into
the building's structural design has been stressed.  These principles, when
incorporated into a comprehensive set of plans, can be used at other similar
locations.  Our initial plan is to construct a retail coffee store at one
location.  In the event that the initial store is successful, then we may seek
to expand our business by adding additional stores at other locations in the
future.  Should this occur, we believe our architectural plans may be used for
future locations with minor expense for modifications to suit each building
site.

      We believe that practical considerations in the design process as well
as the importance of planning in design for efficient operation have been
addressed.  Another consideration in constructing a new building and creating
a new site is the appropriate blending of new structures within existing
neighborhoods.  We believe our design for our retail coffee drive-through
store is one which will be acceptable in a variety of neighborhoods.
Management believes our proposed structure is architecturally pleasing in its
design, physical aspects and practical application.  We believe our proposed
structure enhances and beautifies the site location and will be a welcome
addition to the area selected.

      We believe the growth and vitality of the Salt Lake valley area will
enhance our growth opportunities and chances for a successful retail
operation.  Management believes that as population grows in a given area there
is additional economic room for competing businesses to enter the market.
There is no guarantee that current growth rates will continue.  They may
decline without warning.

     Management believes that Salt Lake City has and will continue to be a
good location for the successful operation of a  retail drive-through coffee
store.  The officers and directors of Twinview, Inc. have substantial business
contacts in the greater Salt Lake City area and believe that this will aid us
in our business efforts.

Critical site location

     We believe the location selected for our drive-through retail coffee
store will be crucial to our success.  Our site selection study was performed
by Mr. John Girvan.  It focused on traffic flow into and out of the Salt Lake
City downtown core area from the east bench, and the northeast and southeast
suburban neighborhoods of residential Salt Lake City.

     We are looking at several site locations which are available for lease
and which meet our search criteria including convenient access from arterial
streets towards the downtown core of Salt Lake City.  We are concentrating our
location search to the area east of and slightly south of the downtown core
area of Salt Lake City, Utah primarily between 100 South Street and 2100 South
Street and between 400 East Street and 1300 East Street.  Once we select a
site, we will attempt to negotiate a suitable lease of the land upon which the
store will be built.  If we are unable to negotiate acceptable lease terms
with the property owner, we will seek an alternate site.  No assurance can be
given that we will be able to secure acceptable lease terms on a suitable
site.

     Traffic flow

     Our morning traffic flow target is those vehicles carrying professional
persons residing in the east bench, and the northeast and southeast suburban

                                4
<PAGE>

areas of Salt Lake City traveling to work in the downtown area of Salt Lake
City.

     Optimum sales hours

     Through our research and study of our competitors' businesses we believe
peak revenue hours during weekdays will be in the morning hours and the
afternoon hours, specifically from 6 a.m. through 11:00 a.m. in the morning
and from 3:00 p.m. through 6:00 p.m. in the afternoon.  We believe we will be
able to identify and respond quickly to demand changes and traffic volume flow
with regards to labor and product supply.

     Weekend business

     Through our research and by observing competitors' businesses, we believe
that business during weekend business hours will be fairly constant, although
less than during week days.

      Our proposed site search area enjoys a fairly constant flow of traffic
during weekends. Liberty Park experiences a substantial increase in use by the
members of the Salt Lake City community during weekends and is within our site
search area.  Seasonal trends in park use have a direct effect on the numbers
of community residents using the park, and on potential customers for our
proposed business.  Retail business from both pedestrians and customers
driving to and from Liberty Park  during spring, summer and fall would
presumably be higher than in the winter months.  However, there is no
guarantee of any substantial business coming from patrons of Liberty Park
during any seasonal time of year.

Financing

     We may need to acquire debt or additional equity investment in the
immediate future in order to implement our business plan.  There is no
assurance that we will be able to acquire debt or equity financing in the
future.  Our business may require infusions of cash from time to time through
equity or debt.

Property lease for proposed site location

     We do not plan to purchase real property for our proposed retail coffee
store site location.  We believe leasing property for our proposed project is
preferable since it will allow us to commence business with a smaller capital
investment.  We have identified several properties which we believe are
suitable for our proposed retail location and we have had lease discussions
with the owner of one possible property location.  We will be thorough in our
due diligence research to attempt to verify that any property we lease will be
free and clear of environmental hazards, buried fuel tanks, liens and
unacceptable encumbrances and other liabilities.  We intend to have any final
lease agreement reviewed by our legal counsel.

Construction phase

     Once we have obtained a lease on a suitable location, the construction
phase of our business plan will begin.  This will involve obtaining necessary
governmental approvals for building permits, etc., and building the actual
coffee store building and surrounding improvements.  We have received
estimates to build from reputable and bonded construction firms local to the
Salt Lake City area ranging from approximately $152,000 to $185,000 to

                                5
<PAGE>

complete our proposed retail drive-through coffee store per architectural
plans submitted to those companies by us.

     Construction: time to completion

     We believe, based on discussions with our architectural firm that a
realistic time to complete our construction and to commence business is 90-120
days from the date construction is commenced.  However, construction projects
can be delayed or stopped indefinitely for many reasons not within our
control; specifically but not limited to acts of God, adverse weather
conditions, labor strikes, changes in government regulation and law, etc.  We
can not guarantee timely completion of our proposed building project.

     Construction phase: completion

     Upon completion of the construction phase of our planned coffee store
building, we intend to hire staff, train new employees, begin to advertise and
commence business at our new facility.

Proposed products

     We plan to offer a full range of appropriate and select premium products
at our proposed retail drive-through coffee store.  Our proposed store should
be classified as a "specialty" retailer since our proposed products differ
from a common "coffee shop".  Our primary customers will arrive at our
location in automobiles.  It is in our interests and the customers' desires to
facilitate sales as efficiently and as quickly as possible.  We have fashioned
our proposed products and designed our proposed building and necessary
equipment accordingly.  Our proposed products will be accentuated to demand
and time of day.  Specifically, coffee and specialty coffee products will be
the base mainstay of our proposed product line.

     Beverages

     We propose that our beverages will include:

     -  decaffeinated and caffeinated freshly ground whole bean coffees of
different and assorted flavors;

     -  specialty coffee drinks including:

        .  cappuccino,

        .  latte,

        .  breve,

        .  espresso,

        .  mocha lattes, and

        .  mocha breves;

     -  iced coffee products;

     -  flavored additives including low calorie milk;

     -  teas of various flavors and origins including:

                                6
<PAGE>

        .  caffeinated, and

        .  herbal;

     -  hot chocolate;

     -  bottled mineral water;

     -  select bottled flavored soft drinks;

     -  specialty Italian flavoring for both hot and cold beverages; and

     -  specialty slushed iced flavored drinks.


     Baked products

     We plan to offer a delicious line of freshly baked pastries and rolls,
cakes and cookies as well as traditional specialty coffee store pastries such
as Biscotti and Italian pastries.  We plan to remain vigilant and attentive to
customers' desires regarding  products we will offer in the future and
seasonally.

     Sandwiches and salads

     We intend to offer specialty sandwiches and salads on an experimental and
seasonal basis.  We believe that selected specialty food products are in
demand when coupled with the convenience of location to customers and
drive-through design of our proposed store. We intend to focus this approach
on potential business coming from patrons using Liberty Park in the spring,
summer and fall months, although we will remain vigilant regarding additions
and subtractions to our product line remaining sensitive to customer demand,
volume, and profit margin considerations.

     We believe we will be able to react quickly to changing product demand.
However, there is no assurance that we will be accurate in assessing customer
demand for specific products or that we will be successful in marketing those
products profitably.

     Seasonality of product mix

     The Salt Lake City area has four distinct and different seasons which
must be observed in relation to seasonally changing customer demands in
product desires and seasonally changing customer habits.

     National statistics indicate that consumption of coffee in North America
varies with the seasons of the year.  However, these statistics may be
misleading as they do not differentiate between all coffee consumed and
specialty coffee and related products consumed.  Through our observations and
study efforts, we believe there is a difference in coffee and coffee products
consumption trends on a seasonal basis in the Salt Lake City area.  We also
believe that while general coffee consumption fluctuates seasonally, the
consumption of specialty coffee drinks fluctuates seasonally as well.  As an
example, during warmer weather regular patrons of our competitors' stores
consume more iced coffee beverages than they normally would in the colder
months.

                                7
<PAGE>

Product suppliers

     We will have access to numerous suppliers of our proposed products.  None
of our proposed products are rare or in short supply at this time.  We do not
foresee becoming dependent upon one or a few suppliers for delivery and
procurement of our proposed products.  Our proposed products are not
classified as critical or special and are not rare or exotic.  Coffee
fluctuates in price as any commodity does through the natural forces of supply
and demand.

     For our price forecasts of supplies we use long term price trends and
posted average yearly prices of the commodities we propose to utilize.  For
our proposed specialty baked goods there are a number of suppliers in the
greater Salt Lake City area.  We intend to use specific suppliers on a trial
basis.  We may post prices paid to suppliers conspicuously and in plain view
at our delivery acceptance door to foster a competitive spirit among our
suppliers.

Marketing

     Customer incentives

     We plan to offer customers incentives to become regular patrons of our
store.  These incentives may include but not be limited to competitive
pricing, a coffee punch card and consistent quality products.

     Competitive pricing

     Competitive  pricing of our proposed products relative to competitors'
products will be important to our success.  We have observed that local
pricing of related specialty coffee products in the Salt Lake City area are
higher than in the Seattle, Washington area where competition is brisk and
vibrant, and the number of specialty coffee stores is much higher than in the
Salt Lake City area.

     We believe that specialty coffee stores in the Salt Lake City area are
enjoying a higher profit margin on their product offerings than they would if
there were more stores competing, as evidenced in the Seattle area.  We have
no plans to slash prices upon entering the specialty coffee retail industry in
the Salt Lake City area.  However, we believe there is room to discount prices
below that of our competition; at least in the beginning weeks of our initial
debut in the market.  Also, we feel that as more competition enters the
specialty coffee market profit margins may decline.

     Coffee punch card

     We intend to initially offer a coffee punch card to customers.  Frequent
patron volume discount punch cards are a common, but not consistently used,
means of promoting customer loyalty in the specialty coffee retail industry in
the Salt Lake City area.  The coffee punch card is usually a business card
sized piece of stiff paper with the offering company's logo or name printed
upon the surface with approximately 10 boxes printed upon the surface of the
card.

     The card is punched each time a minimum required purchase is made.  When
the customer's punch card has been punched the required number of times, the
customer is entitled to one unit of representative product free of charge, and
offered another punch card.  This is a price discount on a volume basis, and

                                8
<PAGE>

we believe it is effective in returning customers to the establishment that
originally issued the card.

     Consistent quality products

     We believe the best incentive to customer loyalty is consistent quality
products at fair competitive prices.  We believe that many of our proposed
customers  will patronize our store only once per day in the morning on their
way to work.  It is extremely important to us that we can deliver a consistent
quality product to that customer every morning.  Consistent quality,
convenience and fair competitive pricing are universal and historical reasons
customers return to retail establishments.  We believe we must deliver our
customers these qualities to succeed.

Possible future business expansion

     In the event our initial store is successful, and provided that we are
able to obtain additional required financing, we plan to expand our number of
retail specialty coffee stores in the Greater Salt Lake City area.  This may
include expanding into the Interstate 15 corridor area extending northward to
the City of Ogden, Utah and its environs and southward to the city of Spanish
Fork, Utah and its environs, and other potentially suitable locations.

     We believe we can benefit from economies of scale in purchasing products
in volume for multiple store locations while the stores in this described area
would be considered clustered with regard to close proximity of each other for
delivery, service and management considerations.  We also believe we may
benefit from increased brand name recognition and customer loyalty by
expanding.  Our expansion plan includes utilizing ground leases to secure each
real property site location.   No assurance can be given that our business
will be profitable and that we will be able to expand to additional locations.

     Assuming our proposed business is profitable, and we are able to expand
profitability in the Salt Lake Valley area, then we could expand further on a
regional basis.  Any regional expansion would commence only when we believe
such expansion is appropriate.  The factors we deem important in this decision
will include, but not be limited to, the following factors:

     - the  profitability of our then existing establishment(s);

     - our ability to acquire additional financing needed for expansion;

     - our ability to acquire acceptable leasehold interests in suitable site
locations;

     - national and regional economic considerations such as interest rates,
unemployment rates, population growth and economic health of any and all
potential expansion areas.


Capital requirements for expansion of business

     In our discretion, we may seek capital for expansion or other business
purposes through different sources including, but not limited to:

     - capital markets in the form of equity financing or debt financing;

     - mergers and/or acquisitions; and

                                9
<PAGE>


     - strategic relationships with other companies including, but not limited
to, our competition.

     We presently have no commitment for any such financing, and we can give
no assurance that we will be able to obtain any additional financing.

Competition

     Competition in the specialty coffee industry can be intense. There is
significant competition in the Salt Lake City area, but it is not as intense
as it is in other areas of the country where there are more specialty coffee
stores densely located, and where prices are lower.  All of our present
competitors are established, operating and have loyal clientele returning to
their stores repeatedly to buy their products.  Some of our competitors have a
multiple year operating history and have a distinct competitive advantage over
our planned entry into the specialty retail coffee industry within the Salt
Lake City area.  We will compete directly with companies which have
substantially greater financial resources, experience and more substantial
marketing organizations than we do.

     If we fail to successfully promote and develop an awareness of our
Twinview brand name, or encounter legal obstacles which prevent our continued
use of our brand name, our revenues and the value of your investment could be
materially adversely affected. We believe that building awareness of our brand
name is critical to achieving acceptance of our business.  Brand recognition
is a key differentiating factor among specialty coffee houses.  In order to
build and maintain brand awareness, we must succeed in our marketing efforts,
and provide high quality services and products.  Failure to successfully build
and maintain awareness of our brand name could reduce the value of your
investment.

     Some or all of our competitors have their stores located in competitively
viable locations within Salt Lake City.  These economically viable locations
and their customers' familiarity with their locations are a real competitive
advantage over our proposed entry into the retail specialty coffee business in
the Salt Lake City area.  Some or all of our competitors enjoy name brand
recognition associated with the products they offer their customers.  One
competitor is STARBUCKS  COFFEE COMPANY INCORPORATED which enjoys the benefits
of a national name brand.  It operates numerous locations in the Salt Lake
City area.

     Following is a list describing the number of stores of many of our
competitors located within or near our proposed site search area:

                   GREATER SALT LAKE AREA   WITHIN FIVE     DRIVE-
NAME                  NUMBER OF STORES         MILES        THROUGH
-----------           ----------------         -----        -------

Bad Ass Coffee                2                  1           YES (1)
 Company

Beans and Brew                4                  2           NO

Cafe Espresso                 2                  1           YES (2)

Java Hut                      3                  1           YES (3)

Millcreek Coffee              3                  1           NO
 Roasters


                                10


<PAGE>



Squirrel Brothers             1                  1           YES (1)

Salt Lake Roasting            1                  1           NO
 Company

Starbucks  Coffee             4                  2           NO
 Company Incorporated

     We recognize that we will face substantial competition in establishing
our proposed retail drive-coffee store in the Salt Lake City area.  We believe
we will be able to compete successfully.  We intend to compete on the basis of
price quality of products, and product mix, as well as by using a
drive-through design which saves customers time.  However there is no
guarantee or assurance we will be able to successfully compete or survive
financially given the competition that exists, in the specialty coffee retail
environment within the Salt Lake City area.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
Labor contracts

     We have no patents, licenses, franchises, concessions, royalty agreements
or labor contracts.  We have not registered any name as a trademark, and we do
not have any immediate plans to do so.

Governmental approval of principal products or services

     There are no special federal, state or local laws regulating the proposed
type of general business retailing that we plan to engage in and there are no
special licenses or permits required other than a general business license and
public health certificate for food handling which we will obtain.  We intend
to apply for a general business license in the near future, and we intend to
apply for a public health certificate for food handling prior to opening the
store for business.

Effects of existing or probable governmental regulations

      Other than maintaining the good standing of our parent and subsidiary
corporations, complying with applicable local business licensing requirements,
complying with laws, rules and regulations relating to food handling
businesses, preparing our periodic reports under the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and complying with other applicable
securities laws, rules and regulations as set forth above, we do not believe
that existing or probable governmental regulations will have a material effect
on our operations.  We are not aware of any new proposed probable governmental
regulations that will have a material effect on our proposed operations.

Cost and effect of compliance with environmental laws

     There are no environmental laws that materially impact our business.

Research and development expenses

     We have not incurred any research and development expenses in the past,
and we do not expect to incur any in the foreseeable future.

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<PAGE>

Number of employees

     Management has interviewed potential employees with prior work experience
from other retail coffee store locations.  We believe we will be able to
attract experienced and competent labor to fill required positions at
appropriate wage and expense levels.

     As of the date of this report, we have no full time employees.  Our daily
business affairs have been carried out by our two officers and directors who
provide services on a part-time as needed basis.  We anticipate having
full-time employees once the specialty coffee store has been constructed and
furnished, and that it will take approximately two or three full-time
employees and approximately seven or eight part-time employees to properly
staff the coffee store once it is completed.

ITEM 2.  DESCRIPTION OF PROPERTY.

     Our principal executive offices are located at 573 East 300 South, Salt
Lake City, Utah 84102.  Our telephone number at that location is (801)
531-1867.  We pay rent of $1,000 per month for our office space to three of
our principal shareholders, one of which, Patrick K. Hogle, is an officer and
director of Twinview.  Our office consists of approximately 1,000 square feet
and access to other common areas which include the use of a fax machine,
photocopy machine and conference room.  The lease arrangement is on a month to
month basis.  The building in which our office is located is owned directly or
indirectly by Patrick K. Hogle, Claire A. Singleton and RPII, Ltd., who are
principal shareholders of Twinview.

ITEM 3.  LEGAL PROCEEDINGS.

     We are not a party to any pending legal proceeding.  Our property is not
subject to any pending legal proceeding.  To the best of our knowledge, no
federal, state or local governmental agency is presently contemplating any
proceeding against Twinview.  No director, executive officer or affiliate of
Twinview or owner of record or beneficially of more than five percent of
Twinview's common stock is a party adverse to Twinview or has a material
interest adverse to Twinview in any proceeding.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market information

     There has not been any established "public market" for shares of common
stock of Twinview at any time during the last two fiscal years.  We intend to
apply for quotations of our common stock on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. sometime during 2002.  No
assurance can be given that any market for our common stock will develop or be
maintained.  If a public market ever develops in the future, the sale of

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<PAGE>

"unregistered" or "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by members of management or others may
have a substantial adverse impact on any such public market; and all of these
persons have satisfied the minimum one year "holding period" under Rule 144.

Holders

     The number of record holders of Twinview's common stock as of April 5,
2002 is approximately 93.

Dividends

     Twinview has not declared any cash dividends with respect to our common
stock or our preferred stock, and we do not intend to declare dividends in the
foreseeable future. There are no material restrictions limiting, or that are
likely to limit, Twinview's ability to pay dividends on our securities, except
for any applicable limitations under Delaware corporate law.

Recent sales of unregistered securities

      During the past three years, Twinview has sold shares of its common
stock and/or its Series A preferred stock without registering them under the
Securities Act of 1933;

     Twinview has engaged in two offerings of unregistered securities since
its inception on November 5, 1998.  The first private offering involved the
sale of 375,000 shares of its common stock in connection with its
organization.  These shares were sold to the following persons:

a)   93,750 shares of common stock to Patrick K. Hogle which were
     subsequently transferred to Buckaroo, Ltd. (1)
b)   93,750 shares of common stock to John S. Girvan which were subsequently
     transferred to JGPG Ltd. (1)
c)   93,750 shares of common stock to Claire A. Singleton(1)
d)   93,750 shares of common stock to RP II, Ltd. (2)

-----------
(1)  Each of Messrs. Hogle, Girvan and Singleton paid $2,500 cash and
     contributed a 22.73% interest in architectural plans to Twinview as
     consideration for their shares of common stock in Twinview.

(2)  RP II, Ltd. contributed a 31.81% interest in architectural plans to
     Twinview as consideration for its shares of common stock in Twinview.

In the first private offering, Twinview sold shares to persons who are
accredited investors.

     In Twinview's second private offering, Twinview sold 275,000 shares of
its Series A preferred stock to a total of 23 persons who paid $0.75 per
share, or $206,250 total, in cash to Twinview, Inc.

     With respect to the sales made in the Series A preferred stock private
placement, Twinview relied on Rule 506 of Federal Regulation D. No advertising
or general solicitation was employed in offering the shares. The securities
were sold to 18 accredited investors and 5 non-accredited investors.  All
non-accredited investors who purchased in the offering are sophisticated
investors.  Both accredited and non-accredited investors received a copy of
Twinview's detailed private placement memorandum dated December 22, 1998.  The
securities were offered for investment purposes only and not for the purpose

                                13
<PAGE>

of resale or distribution, and the transfer thereof was appropriately
restricted by Twinview.

     In both private offerings, the securities were sold directly by Twinview
through its officers and directors without the payment of any commissions or
other offering compensation.  No underwriters were engaged to sell the
securities offered.

Use of proceeds of initial public offering

     On May 12, 2000, a registration statement filed by Twinview on Form SB-2
was declared effective.  The Securities and Exchange Commission file number
assigned to the registration statement is 333-93535.  Pursuant to the
registration statement, Twinview attempted to sell a minimum of 150,000 shares
($150,000) and a maximum of 350,000 shares ($350,000).  Twinview sold 151,500
shares of Twinview's common stock at $1.00 per share through its officers and
directors in our self-underwritten offering in which Twinview raised $151,500
in gross offering proceeds, before the offering terminated on September 9,
2000.  All of the shares sold in the offering were sold for the account of
Twinview.  No selling shareholders participated in the offering.

     Between May 12, 2000 and December 31, 2001, Twinview incurred
approximately $9,281.73 in expenses in connection with the issuance and
distribution of securities in the offering for the following items:

     .  underwriting discounts and commissions          $0

     .  finders' fees                                   $0

     .  expenses paid to or for underwriters            $0

     .  other expenses (legal, accounting and printing) $9,281.73

           Total                                        $9,281.73
                                                        =========

All of these expenses were incurred to parties other than:

     .  directors, officers, or general partners of Twinview or their
        associates;

     .  to persons owing 10% or more of any class of equity securities of
        Twinview; or

     .  to affiliates of Twinview.

     The net offering proceeds to Twinview, after deducting the expenses
incurred between May 12, 2000 and December 31, 2001 described above were
$142,218.27.  As of December 31, 2001, Twinview had used the actual net
offering proceeds in the following manner:

     .  construction of plant                           $0

     .  building and facilities                         $0

     .  purchase and installation of machinery          $0
        and equipment

     .  purchase of real estate                         $0



                                14
<PAGE>

     .  acquisition of other business(es)               $0

     .  repayment of indebtedness                       $0

     .  working capital                                 $0

     .  temporary investment in loan to                 $130,000.00
        JHCRPN, LLC, a related party

     .  temporary investment in brine                   $ 12,218.27
        shrimp artemia purchased from
        JHCRPN, LLC, a related party

All of these expenses were incurred to parties other than:

     .  directors, officers, or general partners of Twinview or their
        associates;

     .  to persons owing 10% or more of any class of equity securities of
        Twinview; or

     .  to affiliates of Twinview.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Overview

     Twinview, a development stage company, was formed on November 5, 1998, to
engage in the retail drive-through coffee business.  Specifically, we intend
to obtain a lease on real property in Salt Lake City, Utah, construct a
building and develop the associated site location of our proposed retail
drive-through coffee store per our architectural plans.  Twinview, Inc. will
then commence operation of the proposed business.

     We intend to offer our products in an efficient and timely manner to our
customers.  We intend to offer our customers quality, delicious products at
fair and competitive prices.  We intend to compete vigorously in the specialty
coffee industry within the Salt Lake City area.

Plan of operation

     During the next 12 months, our plan of operation consists of the
following:

     . Acquire a lease on suitable property within the proposed site area;

     . Construct the proposed coffee house building and other related
       improvements on the site which is eventually selected;

     . Adequately furnish the coffee house building with equipment necessary
       to the business;

     . Hire and train approximately nine or ten employees;

     . Commence business operations; and

     . Work towards making the business profitable.


                                15

<PAGE>

We estimate it will cost between $150,000 and $220,000 to acquire a lease on
an acceptable site, construct the proposed specialty coffee store building and
purchase equipment and other personal property necessary to operate the store.
Becoming profitable will also depend on additional factors, some of which are
beyond our control.

     On August 29, 2001 Twinview loaned $130,000 of its funds to a related
party, JHCRPN, LLC, a Utah limited liability company engaged in the business
of harvesting, processing and selling brine shrimp artemia cysts.  The
officers and directors of Twinview, Inc. are co-managers and members (owners)
of JHCRPN, LLC.  The loan provides for interest at the rate of 8.0% per annum,
is secured with artemia cyst inventory and accounts receivable of JHCRPN, LLC,
and was originally due and payable in full on or before November 14, 2001.
The loan was extended on November 14, 2001, and is now due and payable on
demand.  Twinview has also made a temporary $66,500 investment in purchasing
brine shrimp artemia cysts from JHCRPN, LLC.  Twinview expects to resell the
brine shrimp artemia cysts in the near future.

     Our current cash is not sufficient to allow us to implement our 12 month
business plan described above.  However, we expect the loan to JHCRPN, LLC to
be repaid on or before December 31, 2002, which will allow us to begin
pursuing implementing our 12 month business plan at that time.  We expect to
sell our brine shrimp cyst investment by approximately June 30, 2002.
Depending on the total cost of implementing our business plan, the cash to be
generated through the repayment of the loan to JHCRPN, LLC and from the sale
of brine shrimp artemia cysts, should sustain operations for a minimum of 6
months, and possibly as long as 12 months or longer.  In the event that the
total cost to implement the business plan described above is near $220,000,
then we anticipate that we will have to obtain approximately $50,000 to
$100,000 in additional equity funding or through loans to satisfy our cash
requirements for the next 12 months, depending, in part, on how long it takes
Twinview to become profitable.  There is no assurance that Twinview will
achieve profitability.  As of the present time, we have no commitments for any
additional funding.

      Because we do not have an established source of revenues sufficient to
cover our operating costs, our auditors have included a "going concern"
footnote to our financial statements.

Management's discussion and analysis of financial condition and results of
operations

     Not applicable since Twinview has not had revenues from operations in
each of its last two fiscal years.

ITEM 7.  FINANCIAL STATEMENTS.

     The audited consolidated balance sheet of Twinview as of December 31,
2001 and the related audited consolidated statements of operations and cash
flows for the years ended December 31, 2001 and 2000, and from inception on
November 5, 1998 through December 31, 2001, the related audited consolidated
statements of stockholders' equity for the period from inception on November
5, 1998 through December 31, 2001, and the notes to the financial statements
appear on the following pages.

                                16
<PAGE>





                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2001






                         C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . 18

Consolidated Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . .19

Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . . 20

Consolidated Statements of Stockholders' Equity. . . . . . . . . . . . . . 21

Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . 22

Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . .24


                                17

<PAGE>



                                H
                                J
                 -------------------------------
                     HJ & ASSOCIATES, L.L.C.
                 -------------------------------
           CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS





                   INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Twinview, Inc. and Subsidiary
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of Twinview, Inc.
and Subsidiary (a development stage company) (the Company) as of December 31,
2001, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 2001, and 2000, and
from inception, on November 5, 1998, through December 31, 2001.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Twinview,
Inc. and Subsidiary (a development stage company) as of December 31, 2001, and
the consolidated results of their operations and their cash flows for the
years ended December 31, 2001, and 2000, and from inception, on November 5,
1998, through December 31, 2001, in conformity with auditing standards
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3 to
the consolidated financial statements, the Company is a development stage
company with  no significant operating results to date, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3.
The consolidated financial statements do not include any adjustments that
might result from the outcome of the uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
April 10, 2002



-----------------------------------------------------------------------------
 50 South Main Street, Suite 1450 * Salt Lake City, Utah 84144 *
       Telephone (801) 328-4408 * Facsimile (801) 328-4461
------------------------------------------------------------------------------





                                18
<PAGE>


                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
                    Consolidated Balance Sheet


                              ASSETS
                              ------

                                                             December 31,
                                                                 2001
                                                            -------------
CURRENT ASSETS

  Cash                                                      $      1,897
  Note receivable - related party (Note 6)                       133,516
                                                            -------------

     Total Current Assets                                        135,413
                                                            -------------

OTHER ASSETS (Note 7)                                             66,500
                                                            -------------

     TOTAL ASSETS                                           $    201,913
                                                            =============


               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------


CURRENT LIABILITIES

  Accounts payable                                          $      4,651
  Accounts payable - related party (Note 6)                       14,078
                                                            -------------

     Total Current Liabilities                                    18,729
                                                            -------------
STOCKHOLDERS' EQUITY

  Preferred stock; $0.0001 par value, 2,500,000
   shares authorized; 0 shares issued and outstanding                  -
  Common stock; $0.0001 par value, 17,500,000 shares
   authorized; 801,500 shares issued and outstanding                  81
  Additional paid-in capital                                     370,718
  Deficit accumulated during the development stage              (187,615)
                                                            -------------

     Total Stockholders' Equity                                  183,184
                                                            -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $    201,913
                                                            =============






      The accompanying notes are an integral part of these
                consolidated financial statements.

                                19
<PAGE>



                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
              Consolidated Statements of Operations

                                                                   From
                                                               Inception on
                                                                November 5,
                                        For the Years Ended    1998 Through
                                            December 31,        December 31,
                                         2001         2000          2001
                                    ------------- ------------- -------------

REVENUE                             $          -  $          -  $          -
                                    ------------- ------------- -------------

EXPENSES

  General and administrative              38,096        87,373       173,004
  Loss on impairment of assets
   (Note 4)                               19,127             -        19,127
                                    ------------- ------------- -------------

     Total Expenses                       57,223        87,373       192,131
                                    ------------- ------------- -------------

LOSS FROM OPERATIONS                     (57,223)      (87,373)     (192,231)
                                    ------------- ------------- -------------
OTHER INCOME

  Interest income                          3,516             -         4,516
                                    ------------- ------------- -------------

     Total Other Income                    3,516             -         4,516
                                    ------------- ------------- -------------

NET LOSS                            $    (53,707) $    (87,373) $   (187,615)
                                    ============= ============= =============

BASIC LOSS PER SHARE                $      (0.07) $      (0.20)
                                    ============= =============
BASIC WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                   740,473       428,833
                                    ============= =============






       The accompanying notes are an integral part of these
                consolidated financial statements.

                                20


<PAGE>


                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
         Consolidated Statements of Stockholders' Equity
   From Inception on November 5, 1998 through December 31, 2001


<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                       Accumulated
                                                                          Additional   During the
                                 Preferred Stock        Common Stock      Paid-In      Development
                               Shares     Amount      Shares     Amount   Capital      Stage
                             ---------- ---------- ----------- ---------- ------------ -----------
<S>                          <C>        <C>        <C>         <C>        <C>          <C>
Balance at inception on
 November 5, 1998                    -  $       -           -  $       -  $         -  $        -

Common stock issued for cash
 at approximately $0.071
 per share                           -          -     106,626         12        7,488           -

Common stock issued for
 property at approximately
 $0.071 per share                    -          -     268,374         26       19,101           -

Net loss from inception on
 November 5, 1998 through
 December 31, 1998                   -          -           -          -            -      (6,478)
                             ---------- ---------- ----------- ---------- ------------ -----------
Balance, December 31, 1998           -          -     375,000         38       26,589      (6,478)

Preferred stock issued for
 cash at $0.75 per share       275,000         28           -          -      206,222           -

Stock offering costs                 -          -           -          -      (13,578)          -

Net loss for the year ended
 December 31, 1999                   -          -           -          -            -     (40,057)
                             ---------- ---------- ----------- ---------- ------------ -----------

Balance, December 31, 1999     275,000         28     375,000         38      219,233     (46,535)

Common stock issued for
 cash at $1.00 per share             -          -     151,500         15      151,485           -

Net loss for the year ended
 December 31, 2000                   -          -           -          -            -     (87,373)
                             ---------- ---------- ----------- ---------- ------------ -----------

Balance, December 31, 2000     275,000         28     526,500         53      370,718    (133,908)

Preferred shares converted
 to common stock on a
 one-to-one basis on          (275,000)       (28)    275,000         28            -           -

Net loss for the year ended
 December 31, 2001                   -          -           -          -            -     (53,707)
                             ---------- ---------- ----------- ---------- ------------ -----------

Balance, December 31, 2001           -  $       -     801,500  $      81  $   370,718  $ (187,615)
                             ========== ========== =========== ========== ============ ===========







The accompanying notes are an integral part of these consolidated financial statement.

                                    21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                       TWINVIEW, INC. AND SUBSIDIARY
                       (A Development Stage Company)
                   Consolidated Statements of Cash Flows

                                                                              From
                                                                           Inception on
                                                                            November 5,
                                                    For the Years Ended    1998 Through
                                                       December 31,        December 31,
                                                   2001          2000          2001
                                               ------------- ------------- -------------

                                            <c>           <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                      $    (53,707) $    (87,373) $   (187,615)
 Adjustments to reconcile net (loss) to net
  cash used by operating activities:
   Loss on impairment of assets                      19,127             -        19,127
 Changes in operating assets and  liabilities:
   Increase (decrease) in accounts payable           (6,612)        6,701         4,651
   Increase in accrued interest receivable           (3,516)            -        (3,516)
   Increase in accounts payable - related party      14,078             -        14,078
                                               ------------- ------------- -------------

     Net Cash (Used) by Operating Activities        (30,630)      (80,672)     (153,275)
                                               ------------- ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Cash paid for other assets                        (47,750)      (18,750)      (66,500)
  Cash paid for note receivable - related party    (130,000)            -      (130,000)
                                               ------------- ------------- -------------

     Net Cash Used by Investing Activities         (177,750)      (18,750)     (196,500)
                                               ------------- ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Stock offering costs                                    -             -       (13,578)
  Common and preferred stock issued for cash              -       151,500       365,250
                                               ------------- ------------- -------------

     Net Cash Provided by Financing Activities            -       151,500       351,672
                                               ------------- ------------- -------------

NET INCREASE (DECREASE) IN CASH                    (208,380)       52,078         1,897

CASH AT BEGINNING OF YEAR                           210,277       158,199             -
                                               ------------- ------------- -------------

CASH AT END OF YEAR                            $      1,897  $    210,277  $      1,897
                                               ============= ============= =============





The accompanying notes are an integral part of these consolidated financial statements.

                                    22
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       TWINVIEW, INC. AND SUBSIDIARY
                       (A Development Stage Company)
             Consolidated Statements of Cash Flows (Continued)


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<S>                                            <C>           <C>           <C>
Cash Paid For:

  Interest paid                                $          -  $          -  $          -
  Income taxes paid                            $          -  $          -  $          -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for property             $          -  $          -  $     19,127
  Common stock issued for conversion of
   preferred stock                             $         28  $          -  $          -






The accompanying notes are an integral part of these consolidated financial statements.

                                    23
</TABLE>
<PAGE>

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - NATURE OF ORGANIZATION

The consolidated financial statements presented are those of Twinview, Inc.
and its wholly-owned subsidiary, Cafe Detour, L.L.C.  Collectively, they are
referred herein as "the Company".  The Company was organized under the laws of
the State of Delaware on November 5, 1998.  The Company was organized for the
purpose of marketing beverage products.  On November 25, 1998, the Company
formed Cafe Detour, L.L.C. as a wholly-owned subsidiary.  Cafe Detour, L.L.C.
will be the operating company for a coffeehouse when a plot of land has been
purchased and construction is completed.  As of December 31, 2001, Cafe
Detour, L.L.C. had not commenced operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Accounting Method

     The consolidated financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31 year end.

     b.  Provision for Taxes

     At December 31, 2001, the Company had net operating loss carryforwards of
approximately $168,000 that may be offset against future taxable income
through 2021.  No tax benefits has been reported in the consolidated financial
statements, because the potential tax benefits of the net operating loss
carryforwards are offset by a valuation allowance of the same amount.

     Deferred tax assets (liabilities) are comprised of the following:

                                                     For the Years Ended
                                                         December 31,
                                                     2001           2000
                                                  ------------- -------------

     Income tax benefit at statutory rate         $     13,140  $     33,202
     Change in valuation allowance                     (13,140)      (33,202)
                                                  ------------- -------------

                                                  $          -  $          -
                                                  ============= =============

     The income tax benefit differs from the amount computed at federal
statutory rates of approximately 38% as follows:

                                                     For the Years Ended
                                                          December 31,
                                                       2001         2000
                                                  ------------- -------------
     Income tax benefit at statutory rate         $     64,025  $     50,885
     Change in valuation allowance                     (64,025)      (50,885)
                                                  ------------- -------------

                                                  $          -  $          -
                                                  ============= =============



                                24
<PAGE>


                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     b.  Provision for Taxes (Continued)

     Under the Tax Reform Act of 1986, change in ownership provisions, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited in the future.

     c.  Use of Estimates

     The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

     d.  Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

     e.  Basic Loss Per Share

     The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.  The Company's preferred shares have been excluded from
the basic net loss per share calculation for the year ended December 31, 2000,
as they are antidilutive.


                                                     For the Years Ended
                                                         December 31,
                                                       2001         2000
                                                  ------------- -------------
     Loss (Numerator)                             $    (53,707) $    (87,373)
     Weighted average shares
      outstanding (Denominator)                        740,473       428,833
                                                  ------------- -------------

     Per Share Amount                             $      (0.07) $      (0.20)
                                                  ============= =============


                                25
<PAGE>

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     f.  Principles of Consolidation

     The accompanying consolidated financial statements include those of
Twinview, Inc. and its wholly-owned subsidiary, Cafe Detour, L.L.C.  All
significant intercompany accounts and transactions have been eliminated.

     g.  Revenue Recognition

     The Company currently has no source of revenues.  Revenue recognition
policies will be determined when principal operations begin.

     h.  Change in Accounting Principle

     During the year ended December 31, 2001, the Company adopted the
provisions of FASB Statement No. 140. "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities (a replacement of FASB
Statement No. 125)," FASB Statement No. 141, "Business Combinations," FASB
Statement No. 142, "Goodwill and Other Intangible Assets," FASB Statement No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and FIN
44, "Accounting for Certain Transactions Involving Stock Compensation (an
interpretation of APB Opinion No. 25)."  The effect of these adopted
provisions on the Company's consolidated financial statements was not
significant.

NOTE 3 - GOING CONCERN

     The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.  The Company intends to continue investing in
brine-shrimp eggs, such that it may generate enough cash to allow the Company
to commence the construction of a coffeehouse.

NOTE 4 - LOSS ON IMPAIRMENT OF ASSETS

     During the year ended December 31, 2001, the company recorded a loss on
impairment of assets of $19,127, related to architectural plans that were to
be used in the construction of a building.  The architectural plans were
considered impaired when the Company determined that it does not have the
immediate ability to begin construction on the building in the foreseeable
future. The plans had been originally recorded at a cost of $19,127. As of
December 31, 2001 the plans have no recorded value in the accompanying
consolidated financial statements.


                                26
<PAGE>

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


NOTE 5 - STOCK TRANSACTIONS

     On March 22, 2001, the Company converted 275,000 shares of preferred
stock into 275,000 shares of common stock.  This conversion was pursuant to
the March 22, 1999, preferred stock designation which mandated automatic
conversion twenty-four months from issuance.

NOTE 6 - RELATED PARTY TRANSACTIONS

     During the year ended December 31, 2001, the Company paid $130,000 to a
related party in exchange for a note receivable.  The note is due upon demand
and accrues interest at 8.0%.  As of December 31, 2001, accrued interest on
this note totaled $3,516.

     At December 31, 2001, the Company was indebted to a related party in the
amount of $14,078.  The amount is to be repaid upon demand.

     During the year ended December 31, 2000, the Company paid $22,802 as
consideration for consulting services rendered by related parties.

NOTE 7 - OTHER ASSETS

     At December 31, 2001, the Company held an investment in brine-shrimp eggs
("artemia") of $66,500.  The Company plans to hold this commodity until the
market price for artemia rises and a buyer can be found.  Management believes
the entire quantity will be sold within the next twelve months.  The asset has
been recorded at the lower of cost or market.


                                27
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None; not applicable.


                             PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Identification of directors and executive officers

     The following table sets forth the names of all current directors and
executive officers of Twinview, Inc.  These persons will serve until the next
annual meeting of the stockholders (to be held in May of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.

                                           Date of         Date of
                      Positions          Election or     Termination
Name                     Held            Designation    or Resignation
------------------   --------------   ---------------   --------------
Patrick K. Hogle     President/             11/98            *
                     Director

John S. Girvan       Secretary/             11/98            *
                     Treasurer
                     Director

*    These persons have served in the capacities indicated since Twinview's
inception in November 1998.  They are to serve until their respective
successors are elected and qualify.

Business experience

     Patrick K. Hogle - President, and Director.  Mr. Patrick K. Hogle, age
40, has served as  the president  and as a director of Twinview, Inc. since
its inception in November 1998.  Mr. Hogle has served as Vice President and a
director of Electro Brain International Corp., a publicly held video game
publisher, since March 1990.  Mr. Hogle has been a co-manager and co-owner of
JHCRPN, LLC, a privately held limited liability company actively involved in
the brine shrimp egg industry since approximately January, 1995.  Mr Hogle was
a registered securities sales person from approximately 1983 until
approximately January, 1991.  Mr. Hogle has spent many years co-managing a
family owned business of which he is part owner.

     John S. Girvan - Secretary/Treasurer and  Director.  Mr. Girvan, age 51,
has served as Secretary, Treasurer and as a director of Twinview, Inc. since
its inception in November 1998.  Since approximately January 1995, Mr. Girvan
has been a co-manager and co-owner of JHCRPN, LLC, a privately held limited
liability company actively involved in the brine shrimp egg industry.  Between
1973 and January 1995, Mr. Girvan worked in the commercial fishing industry in
the northern Pacific Ocean and the Bering Sea as a captain and owner of
fishing vessels.  Mr. Girvan has spent most of his professional career in the
finding and procurement of various natural resources, including wild Alaska
seafood products and wild artemia salina: a brine shrimp cyst indigenous to


                                28
<PAGE>

the Great Salt Lake in Utah, used in the aquaculture industry world wide as a
wild fish food product.  Mr. Girvan also has a background in contracting and
construction in the northwest United States.  Mr. Girvan has been a self
employed entrepreneur most of his adult life.

Significant employees

     Twinview has no present employees who are expected to make a significant
contribution to our business other than the current officers and directors,
Mr. Hogle and Mr. Girvan.  It is expected that current members of management
will be the only persons whose activities will be material to Twinview's
operations, prior to the hiring of managers once the coffee store has been
opened.

Family relationships

     There are no family relationships between any directors or executive
officers of Twinview and/or the managers of its subsidiary company, either by
blood or by marriage.

Involvement in certain legal proceedings

     During the past five years, no present or former director, person
nominated to become a director, executive officer, promoter or control person
of Twinview:

        (1)  was a general partner or executive officer of any business which
     filed a petition in bankruptcy or against which any bankruptcy petition
     was filed, either at the time of the bankruptcy or two years prior to
     that time;

        (2)  was convicted in a criminal proceeding or named subject to a
     pending criminal proceeding (excluding traffic violations and other minor
     offenses);

        (3)  was subject to any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining, barring, suspending or otherwise
     limiting his involvement in any type of business, securities or banking
     activities; or

        (4)  was found by a court of competent jurisdiction (in a civil
     action), the Securities and Exchange Commission or the Commodity Futures
     Trading Commission to have violated a federal or state securities or
     commodities law, and the judgment has not been reversed, suspended or
     vacated.

Section 16(a) beneficial ownership reporting compliance

     Twinview, its executive officers and directors, and its principal
shareholders are not yet subject to the stock beneficial ownership reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934.


                                29
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

Cash compensation

      The following table sets forth the aggregate compensation paid by
Twinview for services rendered during the periods indicated:


                    SUMMARY COMPENSATION TABLE

                            Annual            Long Term Compensation
                        --------------------- ------------------------
                        Annual Compensation   Awards          Payouts
                        --------------------- ------------------------ -------

(a)          (b)       (c)     (d)   (e)      (f)      (g)      (h)    (i)
                                                       Secur-
                                      Other            ities           All
Name and     Year or                  Annual   Rest-   Under-   LTIP   Other
Principal    Period    Salary  Bonus  Compen-  ricted  lying    Pay-   Compen-
Position     Ended     ($)     ($)    sation   Stock   Options  outs   sation
------------------------------------------------------------------------------
K. Hogle     12/31/99  $6,650   0     0         0       0       0      0
President/   12/31/00  $7,000   0     0         0       0       0      0
Director     12/31/01  $    0   0     0         0       0       0      0

John S.      12/31/99  $9,000   0     0         0        0      0      0
Girvan       12/31/00  $    0   0     0         0        0      0      0
Secretary/   12/31/01  $    0   0     0         0        0      0      0
Treasurer

     Except as described above, no cash compensation, deferred compensation or
long-term incentive plan awards were issued or granted to Twinview's
management during the fiscal years ended December 31, 2001 and 2000.  Further,
no member of Twinview's management has been granted any option or stock
appreciation rights.  Accordingly, no tables relating to such items have been
included within this Item.

     There are no present plans whereby Twinview will issue any of its
securities to management, promoters, their affiliates or associates in
consideration of services rendered or otherwise.

Compensation of directors

     Twinview has no arrangement for compensating its directors for their
services as directors or for serving on any committees.  However, directors
may be compensated for services which they render as officers and/or as
employees of Twinview.

     Employment contracts and termination of employment and change-in-control
arrangements

     There are no employment contracts, compensatory plans or arrangements,
including payments to be received from Twinview with respect to any executive
officer of Twinview which would in any way result in payments to any such
person because of his or her resignation, retirement or other termination of
employment with Twinview or its subsidiary, any change in control of Twinview
or a change in the person's responsibilities following a change in control of
Twinview.

                                30
<PAGE>

     Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person.  None of
Twinview's directors or executive officers is acting on behalf of or will act
at the direction of any other person.

     Our officers are presently compensated at the rate of approximately
$35.00 per hour for services rendered by them to Twinview.  If and when they
become full-time employees of Twinview they may be compensated with salaries
that are competitive in the industry.

Compensation pursuant to plans; pension table

     There were no stock awards, restricted stock awards, stock options, stock
appreciation rights, long-term incentive plan compensation or similar rights
granted to any of our officers or directors.  None of our officers or
directors presently holds directly any stock options or stock purchase rights.
We have no retirement, pension, profit sharing, or other plan covering any of
our officers and directors.

     We have adopted no formal stock option plans for our officers, directors
and/or employees. We reserve the right to adopt one or more stock options
plans in the future.  Presently we have no plans to issue additional shares of
our common or preferred stock or options to acquire the same to our officers,
directors or their affiliates or associates.

Other compensation

     We pay rent of $1,000 per month for office space to three of our
principal shareholders, one of which, Mr. Hogle, is an officer and director of
Twinview.  Our office consists of approximately 1,000 square feet and access
to other common areas which include the use of a fax machine, photocopy
machine and conference room.  The lease arrangement is on a month to month
basis.  The building in which our office is located is owned directly or
indirectly by Patrick K. Hogle, Claire A. Singleton and RP II, Ltd., who are
principal shareholders of Twinview.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security ownership of management and certain beneficial owners

     As of April 5, 2002 there were 801,500 shares of Twinview's common stock
issued and outstanding and 0 shares of Twinview's Series A preferred stock
issued and outstanding, since all shares of Series A preferred stock are
deemed to have been automatically converted to shares of common stock, on a 1
for 1 share basis, effective March 22, 2001.  The following table sets forth,
as of April 5, 2002, the common stock ownership of each person known by us to
be the beneficial owner of 5% or more of Twinview's common stock. It also sets
forth, as of April 5, 2002, the common stock ownership of each director and
executive officer of Twinview, and all of our officers and directors as a
group. Each person has sole voting and investment power with respect to the
shares shown.

                                     No. of Shares
                                     beneficially owned   Percent of Class
------------------------------------------------------------------------------
Patrick K. Hogle
220 Kearns Bldg.
Salt Lake City, Utah 84101              93,750               11.7%



                                31

<PAGE>


John S. Girvan
1494 East 3350 South
Salt Lake City, Utah 84106              93,750               11.7%

Claire A. Singleton
573 East 300 South
Salt Lake City, Utah 84102             111,750               13.9%

Ronald A. Johnson
573 East 300 South
Salt Lake City, Utah 84102             108,000               13.5%

Ayyoob Abbaszadeh IRA
American Pension Services
11027 South State Street
Sandy, Utah 84070                       46,000                5.7%

The 2 officers and
directors as a group                   187,500               23.4%

     The table reflect the conversion of all shares of Series A preferred
stock of Twinview to shares of common stock on a 1 for 1 share basis effective
March 22, 2001.

     The shares beneficially owned by Patrick K. Hogle are held of record by
Buckaroo, Ltd., a Utah partnership principally owned by Patrick K. Hogle who
is the general partner.  Mr. Hogle's brothers own small minority interests in
Buckaroo, Ltd.

     The shares beneficially owned by John S. Girvan are held of record by
JGPG Ltd., a Utah partnership principally owned by John S. Girvan who is the
general partner, and his son, Peter Girvan.

     Claire A. Singleton is the mother of Ronald A. Johnson.  Mr. Johnson is
the general partner and a principal partner of RP II, Ltd.

     A total of 107,750 shares of the 108,000 shares beneficially owned by
Ronald A. Johnson are held of record by RP II, Ltd., a Utah partnership
principally owned by Ronald A. Johnson who is the general partner, and his
son, Parker Johnson.  The remaining 250 shares are held of record by Mr.
Johnson as custodian for his minor son, Parker Johnson.  Ronald A. Johnson is
the son of Claire A. Singleton.

     All common shares held by the officers, directors and principal
shareholders listed above are "restricted or control securities" and are
subject to limitations on resale. The shares may be sold in compliance with
the requirements of Rule 144, after a minimum one year holding period has been
met.  All of the shares held by the officers, directors and principal
shareholders have satisfied the minimum one year holding period of Rule 144.

     Rule 13d-3 generally provides that beneficial owners of securities
include any person who directly or indirectly has or shares, voting power
and/or investment power with respect to such securities; and any person who
has the right to acquire beneficial ownership of such security within 60 days.

     Any securities not outstanding which are subject to such options,
warrants or conversion privileges exercisable within 60 days are treated as
outstanding for the purpose of computing the percentage of outstanding
securities owned by

                                32
<PAGE>

that person.  But such securities are not treated as outstanding for the
purpose of computing the percentage of the class owned by any other person.

Changes in control

     There are no present arrangements or pledges of Twinview's securities,
known to management, which may result in a change in control of Twinview.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Transactions with management and others

     There have been no transactions, series of similar transactions,
currently proposed transactions, or series of currently proposed similar
transactions, to which Twinview or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to Twinview to own
of record or beneficially more than five percent of Twinview's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest.

     Both of Twinview's current directors and executive officers, and certain
principal shareholders acquired "unregistered" and "restricted" shares of
Twinview's common stock in 1998.  Mr. Hogle acquired 93,750 shares of common
stock in 1998 for $2,500 cash and for contributing a 22.74% interest in
certain architectural plans to be used by Twinview, and Mr. Girvan acquired
93,750 shares in 1998 for the same amount.  Both of them subsequently
transferred the shares to partnerships controlled by them.  See the caption
"Executive Compensation" of this report.  In addition, Claire A. Singleton
acquired 93,750 shares of common stock in 1998 for $2,500 cash and a
contribution of a 22.73% interest in architectural plans to be used by
Twinview, Inc, and RP II, Ltd. acquired 93,750 shares of common stock in 1998
for contributing a 31.8% interest in the same architectural plans.  In 1999,
Ms. Singleton acquired an additional 18,000 shares of Series A preferred stock
for $13,500 cash and RP II, Ltd. acquired an additional 14,000 shares of
Series A preferred stock for $10,500 cash.

Office rent

     We pay rent of $1,000 per month for office space to three of our
principal shareholders, one of which, Mr. Hogle, is an officer and director of
Twinview, Inc.  Our office consists of approximately 1,000 square feet and
access to other common areas which include the use of a fax machine, photocopy
machine and conference room.  The lease arrangement is on a month to month
basis.  The building in which our office is located is owned directly or
indirectly by Patrick K. Hogle, Claire A. Singleton and RP II, Ltd., principal
shareholders of Twinview, Inc.

Loan to related party

     On August 29, 2001 Twinview loaned $130,000 of its funds to a related
party, JHCRPN, LLC, a Utah limited liability company engaged in the business
of harvesting, processing and selling brine shrimp artemia cysts.  The
officers and directors of Twinview, Inc. are co-managers and members (owners)
of JHCRPN, LLC.  JHCRPN, LLC is a limited liability company principally owned
by Messrs. Hogle, Girvan, Ronald Johnson and Claire Singleton.  The loan
provides for interest at the rate of 8.0% per annum, is secured with artemia
cyst inventory and accounts receivable of JHCRPN, LLC, and was originally due
and payable in full on or before November 14, 2001.  The loan was extended on
November 14, 2001, and is now due and payable on demand. As of December 31,
2001, the Company had not made a demand for payment on the note, and the
Company has no immediate plans to demand payment.

                                33
<PAGE>


Artemia investment

     Twinview has also made a temporary $66,500 investment in purchasing brine
shrimp artemia cysts from JHCRPN, LLC.  Twinview expects to resell the brine
shrimp artemia cysts in the near future.

Amount owed to JHCRPN, LLC

     From time to time, JHCRPN, LLC will pay expenses such as rent, utilities,
telephone charges, etc. for or on behalf of Twinview.  As of December 31,
2001, Twinview owed JHCRPN, LLC $14,078 for expenses advanced on its behalf.
This amount is due upon demand.

Compensation

     During 1999 and 2000, Twinview paid consulting fees to two of its
principal shareholders, Ronald A. Johnson and Claire Singleton.  Mr. Johnson
received consulting fees of approximately $6,650 in 1999 and $10,000 in 2000.
Ms. Singleton received consulting fees of approximately $5,000 in 1999, and
$9,300 in 2000.  Compensation paid to Twinview's officers and directors is
disclosed under Executive Compensation.

Parents of the issuer

     Twinview has no parents, except to the extent that Messrs. Hogle and
Girvan may be deemed to be parents by virtue of their stock holdings.  See the
caption "Security Ownership of Certain Beneficial Owners and Management" of
this report.

Transactions with promoters

     There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of currently proposed similar
transactions, to which Twinview or its subsidiary was or is to be a party, in
which the amount involved exceeded $60,000 and in which any promoter or
founder, or any member of the immediate family of any of the foregoing
persons, had a material interest.  However, see the caption "Transactions with
Management and Others" of this report.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits

Exhibit
Number            Description
---------         -----------
 3.1              Certificate of Incorporation

 3.2              By-Laws

10.1              Promissory Note dated November 14, 2001

21.1              List of Subsidiaries of Twinview, Inc.

                  *    Summaries of all exhibits contained within this
                       report are modified in their entirety by reference
                       to these Exhibits.


                                34
<PAGE>

Reports on Form 8-K

     Twinview filed no reports on Form 8-K during the last quarter of the
period covered by this report.

















                                35
<PAGE>

                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                TWINVIEW, INC.

                                   /s/ Patrick K. Hogle
Date: April 12, 2002            By __________________________________________
                                   Patrick K. Hogle, Director, President
                                   and Chief Executive Officer


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


                                   /s/ Patrick K. Hogle
Date: April 12, 2002            By ___________________________________________
                                   Patrick K. Hogle, Director, President
                                   and Chief Executive Officer



                                    /S/ John S. Girvan
Date: April 12, 2002            By ___________________________________________
                                   John S. Girvan, Director, and
                                   Secretary/Treasurer, Chief Financial
                                   and Accounting Officer





                                36


                          EXHIBIT INDEX

Exhibit                                           Exhibit
Number    Description                             Location
-------   -----------                             ---------

 3.1    Certificate of Incorporation              Incorporated by reference
                                                  from Twinview's regis-
                                                  tration statement on Form
                                                  SB-2 filed December 23, 1999

 3.2    By-Laws                                   Incorporated by reference
                                                  from Twinview's
                                                  registration statement on
                                                  Form SB-2 filed December 23,
                                                  1999

10.1    Promissory Note dated November 14, 2001   Included herein

21.1    List of Subsidiaries of Twinview, Inc.    Incorporated by Reference
                                                  from Twinview's Form 10-KSB
                                                  for the year ended 12/31/00
                                                  filed April 13, 2001

          *    Summaries of all exhibits contained within this
               report are modified in their entirety by reference
               to these Exhibits.

                                37