Summary of ETWINE HOLDINGS, INC

Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our financial condition. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this prospectus. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward- looking statements.

Plan of Operations

During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:

· We recently launched a new website located at www.IamFreeTonight.com. Over the next six months, we will incorporate several existing eTwine.com features into IamFreeTonight.com while also adding a number of new features which we believe will be unique to the online dating industry. Additional features will be rolled out on a continuing basis. Several of these features will be targeted specifically toward college students. We expect to spend approximately $9,000 per month for overall programming costs during this timeframe.

· Prepare and execute a marketing plan to increase our member base. We presently have in excess of 6,000 members and have spent little money on advertising to date. The majority of our member base has been obtained from two sources:
search engine results and online advertisements.

· We expect to spend approximately $25,000 on marketing in the first and second quarters of 2007, primarily in the area of online advertising. In order to further increase our member base, we plan to offer online contests that reward members for inviting their friends to join the site. Additionally, several of the unique features on our new website, as well as features currently being developed, have been built with the goal of generating growth. We believe that these features will generate significant membership growth via word-of-mouth.

· We will also actively pursue partnership opportunities with other online dating and social networking companies to increase our member base. In addition, we will consider buying other established online dating sites in order to grow our member base. We expect to use a combination of stock and cash to purchase other online dating sites. We believe that our sites offer unique features for singles that will be very appealing to current online dating site users once an active member base has been established on our sites.

· Another area that we will continue to vigorously pursue as part of our marketing and branding program is search engine placement. We have made efforts to optimize our websites for priority search engine placement. By continuing to work to optimize the sites, and by increasing the number of links to our sites, we feel we can receive improved search results and search engine saturation, which in turn directs more traffic to the websites.

· By early 2007 we expect to hire additional programmers and to maintain programmers on a dedicated basis in order to execute our plans for further website development and partnerships in a more expedient manner. We anticipate paying either an annual salary or hourly fee to dedicated programmers depending upon the workload required. We expect that we will require a minimum of $110,000 for programming in 2007 to implement our plans. We believe that we can use equity in lieu of cash for part of this compensation if we do not have sufficient cash available at the time.

· We hope to convert our website(s) to a subscription-based pay model in mid to late 2007, or at such time as our member base has grown to the point where it can support the implementation of a pay model. Our decision to convert to a pay model is dependent upon a variety of factors within the overall member total. Such factors include how much activity there is on the site, as well as the success and popularity of new features we add in the coming months. We will begin to carefully consider imposing subscription fees for our services when our member base reaches the 100,000 member range.

Results of Operations for the Three Months Ended September 30, 2006 Compared to the Three Months Ended September 30, 2005

Revenue increased from $0 for the three months ended September 30, 2005 to $21 for the three months ended September 30, 2006 an increase of $21. These revenues are solely based on the advertising revenues we received from our Google AdSense program in effect in 2005 and 2006. The increase was due to the increase in visitors to the site and click-throughs by these visitors.

Research and Development expenses for the three months ended September 30, 2006 increased to $14,200 from $12,046 for the three months ended September 30, 2005, representing an increase of $2,154. The increase in research and development is primarily attributable to the increase in spending on the continued development of our websites.

Results of Operations for the Nine Months Ended September 30, 2006 Compared to the Nine Months Ended September 30, 2005

Revenue increased from $0 for the nine months ended September 30, 2005 to $83 for the nine months ended September 30, 2006 an increase of $83. These revenues are solely based on the advertising revenues we received from our Google AdSense program in effect in 2005 and 2006. The increase was due to the increase in visitors to the site and click-throughs by these visitors.

Research and Development expenses for the nine months ended September 30, 2006 increased to $66,526 from $38,827 for the nine months ended September 30, 2005, representing an increase of $27,699. The increase in research and development is primarily attributable to the increase in spending on the continued development of our websites, which includes adding new features to our current website, eTwine.com and development of a new website.

Liquidity and Capital Resources

Our unaudited balance sheet as of September 30, 2006 reflects assets of $133,104 consisting of cash of $109,599, accounts receivable of $43, and website development costs, net, of $23,462. We have total liabilities of $113,368 consisting of accounts payable of $5,345, accrued expenses of $1,320, accrued interest of $11,217, an amount of $10,138 due to a related party, and a note payable of $85,348.

Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. We will require additional funds to continue to implement and expand our business plan during the next twelve months.

We presently do not have sufficient cash to fund our basic operations and professional fees for at least the next 12 months. We expect that we will require a minimum of $110,000 for programmers in 2007 to optimally implement our plans. We plan to obtain this money through additional financing or by generating revenues. We have recently begun discussions with several parties regarding outside financing opportunities. If we are unable to raise adequate additional capital and do not have sufficient cash available to execute this phase of our Plan of Operations, we will either attempt to use equity in lieu of cash for part of this compensation or scale back on any attempts to increase our programming resources.

All of the sources of our cash received to date are based upon the private placement offering undertaken by us as well as loans from our promoter which supported our operations until we raised the funds in the offering. The only professional fees we have incurred to date and intend to incur for the foreseeable are for our attorneys and accountants. We do have consulting fees based on the consulting agreement that we have with our programmers.

During 2004, our promoter paid $60,850 for operating expenses on our behalf and during 2005 our promoter paid $41,936 for operating expenses on our behalf. The advances were due on demand, non-interest bearing and unsecured. On December 29, 2005, $92,648 of the stockholder advances were converted into a convertible note payable due December 31, 2008 and bearing interest at a rate of 6% per annum. On June 15, 2005, this promoter paid a subscription receivable to us in the amount of $7,300 through the reduction of his note. Based upon same, the convertible note is currently outstanding for a total of $85,348. The balance accrues interest at a rate of 6% per annum, is unsecured and due on demand. The note holder and we, by mutual consent have the right to convert, in part or in total, the amount due and payable under the note, into common stock at a conversion rate of $0.25 per share which would result in the issuance of 370,592 shares of common stock. The recent cash offering price was $0.25 and therefore there was no beneficial conversion feature on the note.

Going Concern Consideration

As reflected in the accompanying financial statements, we are in the development stage with no operations, an accumulated deficit from inception of $223,064 and a negative cash flow from operations of $151,937 from inception. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

We believe that actions presently being taken to obtain additional equity financing and to implement our strategic plans provide the opportunity for us to continue as a going concern.

Subsequent Event:

On October 31, 2006, we signed a non-binding Term Sheet for an Equity Line of Credit. We paid a non-refundable $2,500 document preparation fee upon execution of the Term Sheet.

Recent Accounting Pronouncements

SFAS 155, "Accounting for Certain Hybrid Financial Instruments" and SFAS 156, "Accounting for Servicing of Financial Assets" were recently issued. SFAS 155 and 156 have no current applicability to us and have no effect on the financial statements.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.