SNELLING TRAVEL INC, 10SB12G/A, 1999-08-12

SNELLING TRAVEL INC
10SB12G/A, 1999-08-12
NON-OPERATING ESTABLISHMENTS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2 TO
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
under Section 12(b) or (g) of
The Securities Exchange Act of 1934

SNELLING TRAVEL, INC.
(Name of Small Business Issuer in its charter)

Colorado 58-2368425
(State of incorporation) (I.R.S. Identification No.)

55 Pharr Road, Suite A-207, Atlanta, Georgia 30305
(Address of principle executive offices) (Zip Code)

(404) 841-0111
(Issuer's telephone number)

Securities to be registered under Section 12 (b) of the Exchange Act:
None

Securities to be registered under Section 12 (g) of the Exchange Act:

Title of Class:
Common Stock, $.001 par value

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

David J. Babiarz, Esq.
Wendy H. Bird, Esq.
Overton, Babiarz & Sykes, P.C.
7720 East Belleview Avenue, Suite 200
Englewood, Colorado 80111
(303) 779-5900

Page One of 33 Pages
Exhibit Page is Located at Page 22.

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TABLE OF CONTENTS

PART I
Page
Item 1. Description of Business...........................3

Item 2. Management's Discussion and Analysis or
Plan of Operation................................10

Item 3. Description of Property..........................12

Item 4. Security Ownership of Certain Beneficial Owners
and Management...................................12

Item 5. Directors, Executive Officers, Promoters
and Control Persons..............................13

Item 6. Executive Compensation...........................14

Item 7. Certain Relationships and Related Transactions...15

Item 8. Description of Securities........................15

PART II

Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholder Matters......17

Item 2. Legal Proceedings................................18

Item 3. Changes in and Disagreements with Accountants....18

Item 4. Recent Sales of Unregistered Securities..........18

Item 5. Indemnification of Officers and Directors........18

PART F/S

Financial Statements......................................21

PART III

Item 1. Index to Exhibits.................................22

<PAGE>
PART I

Item 1. Description of Business
-----------------------

History and Organization.
- -------------------------

Snelling Travel, Inc. (the "Company") is a Colorado corporation organized
on December 15, 1997. The Company was organized to develop and operate an
adventure travel business through the efforts of one of its founders, Rollins C.
Snelling, Jr. The Company is in the development stage and has no revenue to
date. Activities since inception have been limited to organizational efforts,
obtaining financing, developing the Company's business plan and designing its
Web site. The Company's executive offices are located at the home of its
founder at 55 Pharr Road, Suite A-207, Atlanta, Georgia 30305. Its telephone
number is (404) 841-0111.

The Company completed its initial capitalization in February, 1999. The
Company raised $52,500 in a private placement exempt from the registration
requirements of applicable Federal and state securities laws. Proceeds from
that offering have been used for organizational and administrative expenses, as
well as working capital for future operations. The Company currently has
approximately 22 shareholders. This Registration Statement is being filed as a
prelude to efforts to obtain quotation of the Company's Common Stock on the OTC
Bulletin Board.

Narrative Description of Business.
- ----------------------------------

The Company had its genesis in the personal experience of its founder,
Rollins Snelling, Jr. Mr. Snelling, a former professional ski racer and travel
consultant, conceived the business plan based on a love of adventure travel
developed prior to organization of the Company. The business plan, discussed in
more detail below, is to offer adventure travel, including ski and diving
excursions, to groups of upper-income individuals. The business plan is
premised in part on the World Wide Web ("Web") as a means of marketing to
affluent individuals perceived to be the Company's market. As of the date of
this Registration Statement, the Company remains in the development stage, with
no revenue and one employee. Revenue of the Company in the future will depend
substantially on the success of its marketing plan. There is no assurance that
the Company will develop its business plan to the point that it can operate
profitably or be competitive in the travel industry.

The Company currently operates a site on the Web at www.snellingtravel.com.
Since completion of a private placement in December, 1998, efforts to complete
the Web site and implement the Company's marketing plan have accelerated. These
efforts will continue during the balance of 1999. Visitors to the Web site are
given a brief description of the Company and teasers describing prospective
travel excursions for skiing and diving activities. Prospective clients are
encouraged to contact the Company's office for additional details on available
services.

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Currently in process are efforts to link the Company from various
directories maintained by third-parties on the Web. These directories would
encourage interested individuals to visit the Company's Web site for skiing and
diving travel information. Toward that end, representatives of the Company are
currently developing banner advertisements on additional Web sites in an effort
to increase traffic to the Company's Web site. Management perceives such
marketing on the Web to be an economical source of promotion for the Company's
service, although there is no assurance such efforts will result in revenue or
profit to the Company.

The Company's sole employee is Mr. Snelling. Hiring of additional
employees will be dependent on response to the Company's marketing and promotion
and the availability of working capital. As the sole employee, Mr. Snelling is
responsible for overseeing the development of the Company's Web site and links
through Web directories, as well as all operations. Mr. Snelling's experience
in the travel industry as an agent and sales associate are the basis for
developing and implementing future tours. As of the date of this Registration
Statement, the Company is awaiting its first booking.

Plan of Operation.
- ------------------

The Company's business plan is premised on management's perception of an
increased interest in sports and adventure travel as a means of recreation. In
the opinion of management, traditional vacations centered around sight-seeing
activities are being replaced by a desire to experience a trip through active
participation. This trend appears related to the aging of the "baby boomer"
generation, their active life style and an increase in disposable income.
Management hopes to take advantage of this trend, coupled with the Web as a
means of marketing and promotion, to attract clients for its travel related
services.

The Company has commissioned no formal market or feasibility study with
regard to its plan of operation. Rather, its strategy is predicated on the
personal experience of one of its founders, Mr. Snelling. Mr. Snelling has
traveled extensively throughout the United States and portions of the Western
hemisphere, both personally and professionally, and brings a wealth of
experience to the Company. Mr. Snelling hopes to bring that experience to the
benefit of prospective clients of the Company.

Although the sports and adventure travel business is extremely competitive,
management of the Company hopes to differentiate its service in several
different ways. First, Mr. Snelling brings personal experience to the skiing
and diving recreation industry. Based on that experience, he possesses
familiarity with numerous geographic locations suited to those forms of
recreation and local amenities which can be passed to prospective clients of the
Company. Second, the Company intends to provide experienced guides on most of
its trips. Mr. Snelling himself may act as guide for early bookings. If
activities increase as the Company's business plan envisions, additional guides
will be retained through the contact of Mr. Snelling. These guides will be
experienced in the sport for which the trip is designed, although it is not
anticipated they will have special first aid or other public safety training.

<PAGE>
Such guides will be charged with the duty of assuring the comfort,
safety and enjoyment of the Company's clients, including providing up-to-date
local conditions and required equipment. This guided service may also
encourage individuals otherwise unwilling to participate in such activities to
experiment on the trip.

The Company proposes to organize, market and operate excursions and
vacations involving sports and adventure as its sole objective. Initially,
management intends to limit its excursions to two areas of specialty,
including scuba diving/snorkeling and snow skiing. This will allow the
Company to avail itself of the experience and expertise of Mr. Snelling in
those sports. If initial travel offerings prove successful, the Company may
broaden its service to include other forms of adventure, such as rafting or
cycling. While no specific tours have not yet been designed, management
anticipates initial destinations will include areas in the United States,
Canada, Mexico and the Caribbean. Diving destinations will likely include
Florida, Mexico and the Caribbean, while skiing will be focused in Colorado,
Utah, California and Vermont. Mr. Snelling has personal contacts within the
resorts in those areas on which he intends to rely in organizing trips on
behalf of prospective clients. In addition, Mr. Snelling has been invited to
various locales by the respective Boards of Tourism, including the Cayman
Islands, the Bahamas and Jamaica, to preview locations, accommodations, guides
and outfitters. It is this direct knowledge of the locales, the options and
services offered, the personal contacts within those areas and the
relationships with the Boards of Tourism that the Company hopes will allow it
to successfully plan appropriately tailored excursions and vacations.

Due to the Company's perceived primary market of upper-income
individuals, trips designed for this market group may be finalized immediately
prior to desired departure in an effort to afford participants optimal
conditions at their destination. For example, the Company will monitor snow
conditions in the Western and Northeastern part of the United States to avail
potential clients of optimum conditions for snow and weather. Ocean
conditions will be monitored along the Atlantic and Gulf of Mexico to
determine optimal sites for diving adventure. Such attention will prove labor
intensive, especially in view of the Company's limited personnel resources,
although management hopes such service will differentiate the Company from
those of its competitors. Management does not perceive the extra cost
potentially associated with such last minute scheduling to be an obstacle in
view of the target market for its service.

In addition to location and monitoring of potential destinations, the
Company will assist potential clients in reserving travel and lodging, as well
as specific recreational activities. Mr. Snelling's experience as a travel
consultant will assist in locating suitable flight and lodging information for
individual participants. Relationships with local guides will be developed if
the Company's business grows. The Company will also assist in traditional
travel agent responsibilities, including ground transportation, meals and
amenities. Due to the recent efforts to organize the Company and the lack of
a specific operating model, management is unable to predict with any degree of
certainty when or what magnitude of revenue to expect in the future. However,
management believes that revenue and profit will ultimately depend on the
success of the Company's marketing plan and specifically, its advertising on
the Internet.

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Marketing and Advertising.
- --------------------------

The Company's initial marketing plan is premised primarily on the Internet
as a means of attracting potential clients. The Company's sole means of
advertising at present is the maintenance of a site on the Web. Further, the
information available at that site is limited to general information about the
Company and teasers for skiing and diving adventures. With the proceeds of a
recently completed private placement, management hopes to expand the scope and
content of its Web site to include specific description of available trips.

However, those efforts are purely developmental as of the date of this
Registration Statement.

Another means of potential marketing envisioned by the Company is
advertising through directories on other Internet sites. The Company may
develop banner advertisement bearing its name and a brief description of its
service for placement on Web sites maintained by independent third parties.
These directories may provide listing of specific travel adventure companies,
their products and services to individuals with access to the Web. In recent
years, the use of the Internet as a marketing medium by companies in the travel
industry has increased dramatically. Consumers can now obtain site information,
as well as airline, lodging and other travel related services from a wide
variety of sites on the Web. To increase potential traffic to its Web site,
management envisions placement of banners on related Web sites to direct
individuals to the Company's Web site. However, as of the date of this
Registration Statement, such efforts are incomplete.

The Company also hopes to market its service through personal presentations
to travel related groups. Initially Mr. Snelling, and later, circumstances
permitting, other representatives of the Company, will make weekly presentations
to groups consisting of sporting clubs, ski clubs, tennis clubs, country clubs
and other potential sources of clients. Such presentations will be designed to
acquaint participants with information about various sporting activities in
general, as well as the Company's services specifically. Management is awaiting
completion of its Web site to begin these presentations in order to provide
additional information to group participants.

Depending on the success of these limited efforts, and working capital
permitting, the Company may engage in more traditional means of marketing and
advertising. Such means may include newspaper and magazine advertising, direct
mail and telemarketing. Management also hopes, based on the perceived quality
of the services offered by the Company, that a major source of its clients will
be personal referrals from earlier clients.

The travel industry is intensely competitive and margins generally small.
Accordingly, the Company's future success depends in large part upon its ability
to identify and adequately penetrate the market for its service. Virtually all
of the Company's competitors have larger budgets for marketing, advertising and
promotion. The Company is at a competitive disadvantage with regard to
personnel and financial resources vis a_ vis other participants in the travel
industry. (See - "Competition" below.)

<PAGE>
Competition.
- ------------

Competition in the travel industry is intense. Potential competitors of
the Company include traditional travel agencies, airlines, travel clubs, hotels
and resorts. In 1992, the United States Bureau of the Census estimated that
there were over 70,000 entities which operated in the travel industry for the
entire year, of which approximately 28,000 were travel agencies. In excess of
4,000 entities claimed to be tour operators. Management believes that the
Company is at a competitive disadvantage with regard to most of these entities
with regard to personnel and financial resources. This disadvantage may
increase in the future as a result of consolidations occurring within the
industry, resulting in larger and larger entities with greater economies of
scale and personnel and financial resources. The Company was only recently
organized, has limited capitalization and no revenues to date.

The Company will also be at a competitive disadvantage, as it does not
control any travel or lodging services. Management believes airlines can
offer discounted fares to large groups through advance booking discounts.
Hotels and motels can offer packages in conjunction with airlines and other
local service providers. As the Company will offer strictly consulting and
guide services, it may be at a competitive disadvantage with regard to these
other entities. Because of its primary aim of providing optimal conditions
for adventure excursions, the Company generally will not be able to take
advantage of advance booking discounts.

The Company's business plan contemplates competing with these other
entities through personal service and the experience of its founder. The
Company hopes to provide individual guides to most or all of its excursions to
assist participants in fully appreciating the service offered by the Company.
The guides will be trained in safety, as well as local weather and travel
conditions. Although such personal service will be more costly to provide than
the service of the Company's competitors, management believes this service will
serve to distinguish the Company. However, the Company has yet to prove the
success of its concept.

Risk Factors.
- -------------

In addition to the risks described in detail in the foregoing narrative,
potential investors should be aware of the following specific risks with regard
to the Company and its plan of operation:

Limited Capitalization and Lack of Working Capital. The Company has
extremely limited capitalization and working capital. Since inception, the
Company has received approximately $52,500 in funding through sale of securities
to investors in a private placement. At March 31, 1999, the Company had working
capital of approximately $50,703, consisting primarily of cash. A portion of
that working capital will be spent on professional fees and expenses, including
legal and accounting fees incurred or to be incurred in connection with this
Registration Statement. Remaining funds must be used by the Company to pay
operating expenses, including costs of developing and perfecting the Company's
Web site. As a result, very limited funds will remain for marketing, promotion

<PAGE>
and future expenses. There is no assurance that existing capital will be
sufficient to achieve the Company's objectives.

Decreasing Commission Structure. A trend in the travel industry has
resulted in reduced commissions payable by air carriers for reservations booked
through travel agents. This trend results from increased expenses experienced
by airlines, as well as increased competition in the travel industry. As a
result of this trend, certain travel agents have begun charging extra fees to
replace commissions previously paid by the airlines. As a potential competitor
in the travel industry, the Company may be forced to follow that trend and
charge additional fees resulting in increased expenses to its clients. There is
no assurance that the Company will be able to compete successfully from a price
stand point with tours offered by airlines and other potential competitors in
the industry. Furthermore, such additional fees may result in customers going
directly to airlines for reservations, thereby eliminating any additional fees
or charges.

Limited Personnel. As of the date of this Registration Statement, the
Company is totally dependent on the efforts and expertise of Rollins C.
Snelling, Jr., its President and Chief Executive Officer. Mr. Snelling is the
only employee of the Company and responsible for all of its operations. In that
capacity, he will be responsible for marketing and implementing any travel
services offered by the Company. Loss of his service would adversely effect the
Company. In addition, the Company does not maintain any key-man insurance on
his life. The ability of the Company to retain any additional employees is
dependent on the results of its future marketing and the availability of
additional working capital.

Conflicts of Interest. In his capacity as the President and Chief
Executive Officer of the Company, Mr. Snelling will be subject to potential
conflicts of interest with regard to time and opportunity for the Company. Mr.
Snelling will not devote his full time to the Company's affairs. He also serves
as an officer and director of a private corporation specializing in marketing
and distribution and a sales consultant to a credit card marketing company in
Atlanta. While Mr. Snelling believes he has ample time to fulfill his fiduciary
responsibilities to the Company, there is no assurance his efforts will be
successful.

Penny Stock Regulation. In the event the Company is successful in
obtaining listing of its Common Stock on the OTC Bulletin Board, investors
should be aware of limitations on marketing securities characterized as "penny
stocks" under existing securities statutes and regulations. Penny stocks are
securities not listed on an exchange or quoted in Nasdaq and selling for a price
of less than $5 per share. Broker-dealers engaging in transactions in penny
stocks are subject to special regulations, including a requirement to evaluate
the suitability of an investment in penny stocks and providing specific
information to potential investors. The Securities and Exchange Commission and
self-regulatory organizations such as the National Association of Securities
Dealers have shown a historical bias against penny stocks. As a result, new and
additional regulation may arise in the future further affecting any trading
market which may develop for the Company's Common Stock.

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Potentially Limited Trading Market. In addition to rules regulating
sales of penny stocks, trading in the Company Common Stock may be limited by the
"Blue Sky" statutes enacted by individual states. Initial sale and distribution
of the Company's Common Stock was extremely limited, primarily restricted to the
State of Colorado. Since the sale of the Common Stock was not qualified in any
additional states, trading in any after-market may be limited. While the
Company will seek to overcome this obstacle by obtaining listing in Standard and
Poors Corporation Records or another recognized securities manual, there is no
assurance that such efforts will be successful or that a market will develop.
Purchasers of the Common Stock may therefore have difficulty selling their
shares, should they desire to do so.

Lack of Dividends. The Company has paid no dividends on its Common Stock
since inception, and it is not anticipated that any will be paid in the
foreseeable future. Any cash generated through operation in the future will be
reinvested in the Company to obtain additional personnel and increase marketing.
Investors should not expect dividends in the immediate future.

Control of the Company. Officers and directors of the Company presently
own an aggregate of 1,000,000 shares of Common Stock, representing 66% of all
voting securities outstanding. Due to the absence of cumulative voting by
shareholders, such individuals can elect the entire board of directors for the
foreseeable future. Shareholders will be unable to influence the management or
policies of the Company pending issuance of additional stock. (See "DESCRIPTION
OF SECURITIES.")

Preferred Stock Authorized. The Amended and Restated Articles of
Incorporation of the Company authorize the issuance of up to 10,000,000 shares
of preferred stock. While no shares of preferred stock are currently
outstanding, and the Company has no plans to issue any in the foreseeable
future, issuance of preferred stock could act to the detriment of holders of
Common Stock. Under the Company's Amended and Restated Articles, preferred
stock can be issued with preferences on liquidation and dividends or to prevent
a takeover of the Company. The terms and conditions of any preferred stock
issued in the future could operate to the disadvantage of holders of the Common
Stock. (See "DESCRIPTION OF SECURITIES")

Employees.
- ----------

The Company currently has one employee, its President and Chief Executive
Officer. Mr. Snelling currently devotes approximately 10 hours per week to the
affairs of the Company. One other individual serves in an executive capacity as
vice president and secretary, although he devotes only a minor portion of his
time to the Company and is not an employee. The Company may retain additional
employees, either full-time or part-time, in the future as the needs of its
business dictate and working capital permits.

The Company also retains the services of independent consultants for
specific projects related to its business. The Company currently contracts with
a Web designer to assist in perfecting its Web site. The Company also retains
the services of legal and accounting firms to assist in the preparation and

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filing of this Registration Statement. Additional consultants may be retained
in the future.

Facilities.
- -----------

The Company's executive offices are currently located at the home of its
founder in Atlanta, Georgia. Such space consists of approximately 300 square
feet and is utilized primarily for administration and receiving calls related
to the Company's business. The Company occupies this space on a rent-free
basis, but expenses of $100 per month have been expensed on its financial
statements based upon the estimated fair market value of the facilities
provided by the shareholder.

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

Plan of Operation
- -----------------

The Company's plan of operation contemplates the design, marketing and
implementation of sport and adventure travel programs. Revenues are anticipated
to be generated through fees paid by clients to the Company, which may include
commissions, fees or mark-ups payable to the Company. Commissions and other
charges payable to the Company will be determined on a case-by-case basis
depending upon such things as cost of service, travel destination and relative
demand for travel during requested time.

Capital required by the Company for commencement of operation includes
expenses anticipated in connection with further development of its Web site,
additional marketing expenses, general and administrative expenses and direct
travel program costs. Management has designed the Company's business plan in an
effort to preserve its limited capital. Accordingly, marketing costs will be
kept to a minimum through advertising primarily on the Web. Administrative
overhead is also low, as the Company's sole employee presently serves without
compensation and the Company occupies office space on a rent-free basis.
Expenses therefore include general office expenses such as courier charges,
telephone and supplies, together with Internet access fees.

Start-up expenses will also include legal and accounting fees payable in
connection with the preparation and filing of this Registration Statement.
Management is filing the Registration Statement as a means of creating a market
for trading the Company's stock. Such trading, in turn, is anticipated to
provide additional liquidity to existing shareholders and increased
opportunities for obtaining additional capital. Management believes that
companies' stock which trades publicly enjoy increased recognition and
attractiveness to investors.

A substantial portion of the Company's cash requirements will involve
deposits for travel bookings made on behalf of its clients. In an effort to
defray such expenses, management anticipates requesting deposits from its
clients prior to booking. Management believes such practice is common in the
travel business and will allow the Company to operate with reduced cash
requirements. A portion of the fees due in connection with booking an excursion
will be payable in advance with the balance due and payable a short period prior
to departure.

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Management has little or no basis to predict revenue or profitability for
the current fiscal year. Results of operation will depend in part upon the
success of the Company's marketing and promotion, as well as general economic
conditions in the United States, currency exchange values and continued demand
for travel services in general. Because the Company does not expect to
finalize its Web site development and cross-marketing banner advertisements
until late-1999, management reasonably expects revenues in late-1999 or 2000
at the earliest. Due to the absence of an operating history, management is
unable to predict with any degree of certainty the market for its service.
Accordingly, management has budgeted minimum funds in marketing for 1999
pending results of such efforts.

Liquidity and Capital Resources
- -------------------------------

March 31, 1999
--------------

At March 31, 1999, the Company had working capital of $50,703, consisting
of $50,803 of current assets and $100 of current liabilities. A stock
subscription receivable existing at December 31, 1998 was paid during the three
month period ended March 31, 1999. In addition, the Company spent a minor
portion of its cash on operations. Since the only existing commitment for cash
includes fees and expenses payable in connection with filing of this
Registration Statement, management estimates a substantial portion of such
working capital will be available for operations. Based on the Company's
current business plan, management estimates that such capital and liquidity
should be sufficient for the Company's needs for the next six months.
Thereafter, the Company will be dependent on obtaining additional financing from
outside sources or generating revenue and profit from operations to continue as
a going concern. Additional needs for liquidity include payment of general and
administrative expenses, as well as prepayment of travel excursions by the
Company. Any additional financing required will likely be sought from equity or
private debt financing. However, management has no current plans or commitment
for such funding. Management does not believe the Company is a candidate for
conventional debt financing, as the Company's operations are extremely limited
and few assets exist to collateralize any indebtedness.

December 31, 1998
-----------------

The Company's financial condition changed very little from December 31,
1998 to March 31, 1999. At December 31, 1998, the Company had working capital
of $52,408, consisting of $52,508 of current assets and $100 of current
liabilities. Working capital acquired by the Company through December 31, 1998
consisted primarily of the proceeds of a private stock offering and a stock
subscription receivable. The Company sold an aggregate of 525,000 share of
Common Stock for cash of $51,000 and a stock subscription for $1,500 to a small
group of investors pursuant to exemptions from the registration requirements of
the Securities Act and applicable state securities laws. The proceeds of that
offering represent substantially all of the Company's capitalization as of
December 31, 1998. Prior to that date, the Company had issued 1,000,000 shares
of Common Stock to its two founders for services rendered to the Company valued
at $1,000.

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Results of Operations
- ---------------------

Three Months Ended March 31, 1999
---------------------------------

During the three months ended March 31, 1999, the Company realized a net
loss of $3,505, or -0- per share, on no revenue. Material expenses included
$1,500 in professional fees related to the Company's preparation and filing of
this Registration Statement, as well as $1,500 incurred for compensation to the
Company's sole employee. The $1,500 expensed for the Company's president was a
non-cash, accounting expense estimated as the fair-market value of the
individual's services to the Company. Additional, immaterial expenses include
rent and Web-site design.

Management of the Company anticipates that it will continue to incur losses
until such time as the Company's operations can produce revenue sufficient to
cover operating expenses.

Period From Inception (December 15, 1997) to December 31, 1998
--------------------------------------------------------------

During the period from inception (December 15, 1997) to December 31, 1998,
the Company realized a net loss of $1,092 on no revenues. Expenses included
$1,000 in fees payable to the Company's founders for services rendered in
organizing the business of the Company. As of December 31, 1998, the Company
had not yet commenced operation and accordingly, expenses were minimal.
Management expects the Company will incur significantly greater expenses during
1999 as efforts are implemented to commence operation.

Item 3. Description of Property

The Company owns no real property as of the date of this Registration
Statement. The Company leases its executive and administrative offices pursuant
to a month-to-month arrangement with the landlord. However, management deems
such arrangements to be adequate for the Company's needs for the foreseeable
future.

Item 4. Security Ownership of Certain Beneficial Owners and Management

As of the date of this Registration Statement, there were a total of
1,525,000 shares of Common Stock of the Company outstanding, the only class of
voting securities of the Company currently outstanding.

The following tabulates holdings of Common Stock of the Company by each
person who holds of record, or is known by management of the Company to own
beneficially, more than 5% of the voting securities outstanding and, in
addition, by all directors and officers of the Company individually and as a
group. The shareholders listed below have sole voting and investment power.
All ownership of securities is direct ownership unless otherwise indicated.

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Name and Address Number of Shares Percent of Voting Securities
- ---------------- ---------------- ----------------------------
Rollins C. Snelling, Jr. 500,000 32.79%
55 Pharr Road #A-207
Atlanta, GA 30305

Brian T. Mallon 500,000 32.79%
425 Lindberg Dr. #A-3
Atlanta, GA 30305

Skufca Pension Plan & Trust 110,000 7.21%
c/o Greg Skufca, Trustee
5650 Greenwood Plaza Blvd,
Suite 216
Englewood, CO 80111

All Officers and Directors
as a Group (2 persons) 1,000,000 65.57%
- ---------------------------

Each of the individuals listed in the foregoing table are officers and directors
of the Company.

Changes In Control.
- -------------------

The Company knows of no arrangements, including the pledge by any person of
securities of the Company, which may result in a change of control of the
Company in the future.

Item 5. Directors, Executive Officers, Promoters and Control Persons

The following individuals presently serve as officers and directors of the
Company:

Name Age Position
- ---- --- --------

Rollins C. Snelling, Jr. 51 President, Treasurer, Chief Executive
Officer, Chief Financial Officer
and Director

Brian T. Mallon 46 Vice President, Secretary and Director

Messrs. Snelling and Mallon should be considered "founders" and "parents"
of the Company (as such terms are defined by rule under the Securities Exchange
Act of 1934, as amended), inasmuch as each has taken initiative in founding and
organizing the business of the Company.

Messrs. Snelling and Mallon serve as directors of the Company until the
next annual meeting of shareholders and until their successors are elected and
qualify. Each individual serves as an officer at the will of the Board of
Directors. Each individual has served in his current capacity since the

<PAGE>
Company's inception in December, 1997.

The following represents a summary of the business history of each of the
foregoing individuals for the last five years:

ROLLINS C. SNELLING, JR.. From January, 1991 to the present, Mr.
Snelling has been the president, a director and sole shareholder of Rollins C.
Snelling, Jr., Inc. ("RSI"), a privately held Florida corporation engaged in
the marketing and distribution of a wide variety of products including
seafood, exercise equipment and technology for the medical waste industry.
RSI presently has no employees other than Mr. Snelling. For most of its
history, Mr. Snelling has been the only employee of RSI. He has had a few
employees sporadically over the years, depending on the product being marketed
and distributed at that time. Numbers of customers have also varied with the
product. RSI has often relied on single or a few select major customers.
Since March, 1996, Mr. Snelling has also served as a sales consultant to Lynk
Systems, Inc., a national credit card marketing company ranking as the tenth
largest credit card processor in the United States and headquartered in
Atlanta. From February, 1995 to January, 1998, Mr. Snelling was also employed
as a travel agent by 21st Century Travel in Atlanta. At the time Mr.
Snelling worked for 21st Century Travel, it operated nationwide with more than
500 employees. Mr. Snelling was also a professional ski racer based in
Colorado from 1973 through 1980.

BRIAN T. MALLON. Since January, 1993, Mr. Mallon has served as the
president and principal shareholder of Infovision, Inc., a privately held
Georgia corporation based in Atlanta. Mr. Mallon is the founder of this
company, which provides advertising space and display time on visual displays at
sports complexes and other indoor and outdoor events. As of the date of this
Registration Statement, Infovision employed two individuals. From May, 1992 to
January, 1993, Mr. Mallon served as the president and principal shareholder of
American Mobile Communications, Inc., also a privately held corporation which
provided advertising time and display information at various sporting events and
other venues.

No family relationships exist between either of the officers and directors
of the Company.

Item 6. Executive Compensation

Neither of the Company's executive officers received any compensation or
other remuneration in his capacity as such during the year ended December 31,
1998, and it is not expected that such individuals will be paid compensation in
the foreseeable future. Mr. Snelling, the Company's sole employee, presently
serves without compensation. Beginning January 1, 1999, the Company expenses
$500 per month on its financial statements based upon the estimated fair market
value of the services provided by the President. However, he may be compensated
in the future, depending upon such things as the Company's revenues,
profitability and services rendered to the Company.

The Company's directors presently serve without compensation, but are
entitled to be reimbursed for reasonable and necessary expenses incurred on
behalf of the Company.

<PAGE>
Item 7. Certain Relationships and Related Transactions

Initial Capitalization.
- -----------------------

On December 17, 1997, the Company issued 500,000 share each to Messrs.
Snelling and Mallon, the founders of the Company. Such shares were issued for
services rendered by each individual in connection with the organization of the
Company valued at $500 each for purposes of that transaction. Messrs. Snelling
and Mallon were the only members of the Board of Directors approving that
transaction. The Company is of the opinion that the foregoing transaction was
no less favorable than could have been obtained from an unaffiliated third
party.

Item 8. Description of Securities

The Company's authorized capital consists of 100,000,000 shares of Common
Stock, $.001 par value and 10,000,000 shares of Preferred Stock, $.01 par value.
The following description of the Company's securities is qualified in its
entirety by reference to the Company's Amended and Restated Articles of
Incorporation ("Articles of Incorporation"), a copy of which is filed as an
Exhibit to this Registration Statement.

Common Stock
- ------------

Each share of Common Stock is entitled to one vote at all meetings of
shareholders. All shares of Common Stock are equal to each other with respect
to liquidation rights and dividend rights. There are no preemptive rights to
purchase any additional shares of Common Stock. The Articles of Incorporation
of the Company prohibit cumulative voting in the election of directors. In the
event of liquidation, dissolution or winding up of the Company, holders of
shares of Common Stock will be entitled to receive on a pro rata basis all
assets of the Company remaining after satisfaction of all liabilities and all
liquidation preferences, if any, granted to holders of the Company's preferred
stock.

All of the Company's issued and outstanding Common Stock is fully paid and
non-assessable and is not subject to any future call.

Preferred Stock
- ---------------

The Articles of Incorporation vest the Board of Directors of the Company
with authority to divide the preferred stock into series and to fix and
determine the relative rights and preferences of the shares of any such series
so established to the full extent permitted by the laws of the State of Colorado
and the Articles of Incorporation in respect to, among other things, (i) the
number of shares to constitute such series and the distinctive designations
thereof; (ii) the rate and preference of dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the date from which any
dividend shall accrue; (iii) whether preferred stock may be redeemed and, if so,

<PAGE>
the redemption price and the terms and conditions of redemption; (iv) the
liquidation preferences payable on preferred stock in the event of involuntary
or voluntary liquidation; (v) sinking fund or other provisions, if any, for
redemption or purchase of preferred stock; (vi) the terms and conditions by
which preferred stock may be converted, if the preferred stock of any series are
issued with the privilege of conversion; and (vii) voting rights, if any. As
of the date of this Registration Statement, no preferred stock of the Company
was outstanding.

Transfer Agent.
- ---------------

The Company currently acts as its own transfer agent and registrar for the
Common Stock. However, management anticipates the Company may retain the
services of a third-party transfer agent if the Company is successful in
obtaining quotation of its Common Stock on the Bulletin Board.

Dividends
- ---------

No dividend has been declared or paid by the Company on its shares of
Common Stock since inception and no dividends on shares of Common Stock are
contemplated in the foreseeable future. Any earnings of the Company will be
reinvested in the Company's business.

<PAGE>
PART II

Item 1. Market Price for Common Equity and Related Stockholder Matters.

There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities, but the Company may initiate such discussions in the
future following receipt of an effective date for this Registration Statement.

Market Price
- ------------

The Company's Common Stock is not quoted at the present time.

Shares Available for Future Sale
- --------------------------------

An aggregate of 1,000,000 shares of the Common Stock presently
outstanding are "restricted securities within the meaning of the 1933 Act and
may hereafter be sold in compliance with Rule 144 promulgated thereunder.
Rule 144 provides, among other things, and subject to certain limitations,
that a person holding restricted securities for a period of one year may sell,
every three months, those securities in brokerage transactions equal to 1% of
the Company's outstanding Common Stock or the average weekly trading volume
during the four weeks preceding the sale, whichever amount is greater. After
two years, holders of restricted stock who are not affiliates of the Company
may apply to sell all restricted stock free of restrictions. Possible sales
of the Company's Common Stock pursuant to Rule 144 may have a depressive
effect on the price of the Company's Common Stock. All of the restricted
shares of Common Stock presently outstanding were issued in December of 1997,
and will be available for sale free of restrictions by the end of 1999.

Holders
- -------

There are 22 holders of the Company's Common Stock as of the date of this
Registration Statement.

Penny Stock Regulation
- ----------------------

Broker-dealer practices in connection with transactions in "Penny Stocks"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system). The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that
provides information about penny stocks and the risk associated with the penny
stock market. The broker-dealer must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing

<PAGE>
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer must make a written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules.

When the Registration Statement becomes effective and the Company's
securities become registered, the stock will likely have a trading price of less
than $5.00 per share and will not be traded on any exchanges. Therefore, the
Company's stock will become subject to the penny stock rules and investors may
find it more difficult to sell their securities, should they desire to do so.

Item 2. Legal Proceedings.

The Company knows of no legal proceeding to which it is a party or to which
any of its property is subject which are pending, threatened or contemplated or
any unsatisfied judgments against the Company.

Item 3. Changes in and Disagreements With Accountants.

The Company has not changed it accountants, Kish, Leake & Associates, P.C.
7901 East Belleview Ave, Suite 220, Englewood, Colorado 80111 since its
formation and there are no disagreements with the findings of said accountants.

Item 4. Recent Sales of Unregistered Securities.

On December 15, 1998, the Company completed its initial capitalization by
selling an aggregate of 1,000,000 shares to its founders, 500,000 each to
Messrs. Snelling and Mallon. This offering was conducted under Section 4(2) of
the Securities Act, as each individual was afforded access to information
typically contained in a registration statement under such Act, and each was
able to fend for himself in the transaction. Securities were sold for an
aggregate consideration of $1,000, consisting of $500 in services provided by
each individual in connection with the Company's organization.

In February, 1999, the Company completed a subsequent private offering
pursuant to the provisions of Regulation D, Rule 504 of the Securities Act. The
Company sold an aggregate of 525,000 shares of Common Stock at an offering price
of $.10 per share for aggregate proceeds of $52,500. Those securities were
sold to a group of individuals consisting of friends, relatives and business
associates of the founders of the Company. All sales were made by the Company
through its officers and directors.

Item 5. Indemnification of Directors and Officers.

Article IX of the Company's Amended and Restated Articles of Incorporation
contain provisions providing for the Indemnification if directors and officers
of the Company as follows:

<PAGE>
The Board of Directors of the Corporation shall have the power to:

Section 1. Indemnify any director, officer, employee or agent of the
Corporation to the fullest extent permitted by the Colorado Business Corporation
Act as presently existing or as hereafter amended.

Section 2. Authorize payment of expenses (including attorney's fees)
incurred in defending a civil or criminal action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in this Article IX.

Section 3. Purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation or who is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article IX.

The indemnification provided by this Article IX shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these Articles of Incorporation, and Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Section 7-109-103 of the Colorado Business Corporation Act (the "Act")
provides that a corporation organized under Colorado law shall be required to
indemnify a person who is or was a director of the corporation or an individual
who, while serving as a director of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee or
fiduciary or agent of another corporation or other entity or of any employee
benefit plan (a "Director") or officer of the corporation and who was wholly
successful, on the merits or otherwise, in defense of any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal (a
"Proceeding"), in which he was a party, against reasonable expenses incurred by
him in connection with the Proceeding, unless such indemnity is limited by the
corporation's articles of incorporation.

Section 7-109-102 of the Act provides, generally, that a corporation may
indemnify a person made a party to a proceeding because the person is or was a
Director against any obligation incurred with respect to a Proceeding to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or reasonable expenses incurred in the
Proceeding if the person conducted himself or herself in good faith and the
person reasonably believed, in the case of conduct in an official capacity with
the Corporation, the person's conduct was in the corporation's best interests

<PAGE>
and, in all other cases, his or her conduct was at least not opposed to the
corporation's best interests and, with respect to any criminal proceedings, the
person had no reasonable cause to believe that his or her conduct was unlawful.
A corporation may not indemnify a Director in connection with any Proceeding by
or in the right of the corporation in which the Director was adjudged liable to
the corporation or, in connection with any other Proceeding charging the
Director derived an improper personal benefit, whether or not involving actions
in an official capacity, in which Proceeding the Director was judged liable on
the basis that he or she derived an improper personal benefit. Any
indemnification permitted in connection with a Proceeding by or in the right of
the corporation is limited to reasonable expenses incurred in connection with
such Proceeding. Under Section 7-109-107 of the Act, unless otherwise provided
in the articles of incorporation, a corporation may indemnify an officer,
employee, fiduciary, or agent of the corporation to the same extent as a
Director and may indemnify an officer, employee, fiduciary, or agent who is not
a director to a greater extent, if not inconsistent with public policy and if
provided for by its bylaws, general or specific action of its board of directors
or shareholders, or contract.

Section 7-108-402 of the Act provides, generally, that the articles of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director; except that any such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) acts specified in ss. 7-108-403, or (iv)
any transaction from which a director directly or indirectly derived an improper
personal benefit. Such provision may not eliminate or limit the liability of a
director for any act or omission occurring prior to the date on which such
provision becomes effective.

The Company's Articles of Incorporation limit director's liability to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by Colorado law.

<PAGE>
PART F/S

Financial Statements.

The financial statements of the Company are attached to this Registration
Statement and filed as a part thereof.

<PAGE>
PART III
Item 1. Exhibit Index

No. Sequential

(1) Not applicable

(2) Charters and by-laws

2.1 Amended and Restated Articles of Incorporation, as filed with the
Colorado Secretary State on June 17, 1999.

2.3 Bylaws

(3) Instruments defining rights of security holders

3.1 Not applicable

(4) Not applicable

(5) Not applicable

(6) Not applicable

(7) Not applicable

(12) Not applicable

(27) Financial Data Schedule

<PAGE>
SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

Snelling Travel, Inc.

By: /s/ Rollins C. Snelling, Jr. Date: August 11, 1999
----------------------------------- ---------------
Rollins C. Snelling, Jr., President

<PAGE>

SNELLING TRAVEL, INC.

FINANCIAL STATEMENTS

with

INDEPENDENT AUDITORS' REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998 AND 1997
AND THE UNAUDITED THREE MONTH PERIOD MARCH 31, 1999
AND THE PERIOD DECEMBER 15, 1997 THROUGH MARCH 31, 1999

<PAGE>

SNELLING TRAVEL, INC.

TABLE OF CONTENTS

Page
----

Independent Auditors' Report 1

Balance Sheet 2

Statement of Operations 3

Statement of Changes in Stockholders' Equity 4

Statement of Cash Flows 5

Notes to Financial Statements 6-9

<PAGE>

Independent Auditors' Report
----------------------------

Board of Directors
Snelling Travel, Inc.

We have audited the accompanying balance sheet of Snelling Travel, Inc., (A
Developmental Stage Company), as of December 31, 1998, and the related
statements of operations, changes in stockholders' equity, and cash flows
for the fiscal year ended December 31, 1998 and 1997 and the period
December 15, 1997 (Inception) through December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the 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 financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Snelling Travel, Inc.,
as of December 31, 1998, and the results of its operations and its cash
flows for the fiscal year ended December 31, 1998 and 1997 and the period
December 15, 1997 (Inception) through December 31, 1998 in conformity with
generally accepted accounting principles.

/s/ Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
March 29, 1999

-1-

<PAGE>
Snelling Travel, Inc.
Balance Sheet
- ------------------------------------------------------------------
Unaudited
March December
31, 1999 31, 1998
-------- --------
ASSETS

Current Assets:

Cash $50,803 $51,008
Stock Subscriptions Receivable 0 1,500
- -----

TOTAL ASSETS 50,803 52,508
====== ======

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current Liabilities:

Advances Due to Related Party 100 100

Total Current Liabilities 100 100
--- ---

TOTAL LIABILITIES 100 100
--- ---

SHAREHOLDERS' EQUITY

Preferred Stock (Authorized 1,000,000
Shares Par Value $.01; 0 Shares Issued
and Outstanding 0 0

Common Stock (Authorized 10,000,000 Shares
Par Value $.001; 1,510,000 Issued and
Outstanding 1,525 1,510

Common Stock Subscribed (15,000 shares) 0 15

Additional Paid In Capital 53,775 51,975

(Deficit) Accumulated During the
Development Stage (4,597) (1,092)
----- -----

TOTAL SHAREHOLDERS' EQUITY 50,703 52,408
------ ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $50,803 $52,508
======= =======

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-2-

<PAGE>
Snelling Travel, Inc.
Statement Of Operations
- ---------------------------------------------------------------------------
Unaudited
December
Unaudited 15, 1997
3 Month (Inception)
Period Ended Year Ended Year Ended Through
March December December March
31, 1999 31, 1998 31, 1997 31, 1999
-------- -------- -------- --------

REVENUE: $0 $0 $0 $0
-- -- -- --

EXPENSES:

Bank Charges 10 80 0 90
Office Expense 0 12 0 12
Professional Services 1,500 0 1,000 2,500
Rent 300 0 300
Salaries 1,500 0 1,500
Website Design 195 0 0 195
--- - - ---

Total 3,505 92 1,000 4,597
----- -- ----- -----

(Loss) From Operations (3,505) (92) (1,000) (4,597)
----- -- ----- -----

(Loss) Before Taxes ($3,505) ($92) ($1,000) ($4,597)
------ --- ------ ------

Income Tax 0 0 0 0
- - - -

Net (Loss) ($3,505) ($92) ($1,000) ($4,597)
====== === ====== ======

Basic Earnings (Loss) Per
Common Share ($0.00) ($0.00) ($0.03)
===== ===== =====

Weighted Average Shares
Outstanding 1,000,000 1,000,000 38,356
========= ========= ======

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-3-

<PAGE>

<TABLE>
Snelling Travel, Inc.
Statement Of Shareholders' Equity
- ---------------------------------------------------------------------------------------------------
<CAPTION> (Deficit)
Accumulated
Number Of Common Additional During The
Common Shares Common Paid-In Development
Shares Subscribed Stock Capital Stage Total
------ ---------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance At December 15, 1997 0 0 $0 $0 $0 $0

December 17, 1997 Services
Valued at $.001 Per Share 1,000,000 1,000 1,000

Net Loss December 31, 1997 (1,000) (1,000)
--------- ------ ----- ------ ----- -----
Balance At December 31, 1997 1,000,000 0 1,000 0 (1,000) 0

Private Stock Offering:
December 15, 1998 for Cash
@ $.10 Per Share 510,000 510 50,490 51,000

December 15, 1998 Subscribed
@ $.10 Per Share 0 15,000 15 1,485 1,500

Net Loss December 31, 1998 (92) (92)
--------- ------ ------ ------- ------ -------

Balance At December 31, 1998 1,510,000 15,000 $1,525 $51,975 ($1,092) $52,408

Cash Received for Subscribed Shares 15,000 (15,000)

Rent and salaries contributed
by officers 1,800 1,800

Net Loss March 31, 1999 (Unaudited) (3,505) (3,505)
--------- ------ ------ ------- ----- -----
Balance At March 31, 1999 (Unaudited) 1,525,000 0 $1,525 $53,775 ($4,597) $50,703
========= = ====== ======= ====== =======
</TABLE>

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-4-

<PAGE>
Snelling Travel, Inc.
Statement Of Cash Flows
- --------------------------------------------------------------------------------
Unaudited
December
Unaudited 15, 1997
3 Month (Inception)
Period End Year Ended Year Ended Through
March December December March
31, 1999 31, 1998 31, 1997 31, 1999
-------- -------- -------- --------

Net Income (Loss) ($3,505) ($92) ($1,000) ($4,597)

Adjustments to Reconcile Net Loss to Net
Cash Provided By Operating Activities

Stock Issued for Services 0 1,000 1,000
Rent and salaries contributed by officer 1,800 0 0 1,800
----- - - -----

Net Cash Flows Provided From Operations (1,705) (92) 0 (1,797)
----- -- - -----

Cash Flows From Investing Activities:

Net Cash Flows Provided From
Investing Activities 0 0 0 0
- - - -

Cash Flows From Financing Activities:

Advances Received From Shareholder 0 225 0 225
Payment of Shareholder Advance 0 (125) 0 (125)
Issuance of Stock 1,500 51,000 0 52,500
----- ------ - ------

Net Cash Flows Provided From
Financing Activities 1,500 51,100 0 52,600
----- ------ - ------

Net Increase In Cash (205) 51,008 0 50,803
Cash At Beginning Of Period 51,008 0 0 0
------ ------ - -

Cash At End Of Period $50,803 $51,008 $0 $50,803
======= ======= == =======

Summary of non-cash investing and financing activities:

Stock issued for services: $1,000 $1,000
====== ======

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-5-

<PAGE>
Snelling Travel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1998 And 1997
- ---------------------------------------------

Note 1 - Organization and Summary of Significant Accounting Policies
- --------------------------------------------------------------------

Organization

On December 15, 1997, Snelling Travel, Inc. (The Company), was incorporated
under the laws of Colorado. The Company's primary purpose is to engage in
the travel business, specializing in adventure travel within the United
States, Canada, Mexico, and the Caribbean.

Development Stage

The Company is currently in the developmental stage and has no significant
operations to date.

Statement of Cash Flows

For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of
three months or less to be cash equivalents.

Cash paid for interest in 1998 was -0-.

Cash paid for income taxes in 1998 was -0-.

-6-

<PAGE>
Snelling Travel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1998 And 1997
- ---------------------------------------------

Basic Earnings (Loss) Per Common Stock

The basic earnings (loss) per common share is computed by dividing the net
income (loss) for the period by the weighted average number of shares
outstanding at December 31, 1998 and 1997.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts. Actual results could differ
from those estimates.

Note 2 - Capital Stock
- ----------------------

Common Stock:

The Company initially authorized 10,000,000 shares of $.001 par value
common stock.

In December 1997 the Company issued 1,000,000 shares of common stock valued
at $.001 per share for services rendered to the Company.

In December 1998 the Company offered to sell up to 10,000,000 shares of
common stock at $.10 per share, based on a best efforts basis to Colorado
residents only. The shares of common stock contained in the offering are to
be issued pursuant to an exemption from registration under Section 3(b) and
Regulation D, Rule 504, of the Securities Act of 1933, as amended, and to
an exemption to registration provided by Section 11-51- 308(l)(p) of the
Colorado Securities Act. In December 1998 the offering had sold 525,000 for
$52,500 of which $1500 was subscribed. The Company declared no dividends
through December 31, 1998.

Preferred Stock:

The Company initially authorized 1,000,000 shares of $.01 par value
preferred stock. The voting powers, rights and preferences of the
preferred stock to be determined by the Board of Directors at the time of
issuance.

-7-

<PAGE>
Snelling Travel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1998 And 1997
- ---------------------------------------------

Note 3 - Related Party Events
- -----------------------------

An officer of the Company loaned money to the Company at various times
during the year.

The Company's executive offices are located at 55 Pharr Road - A-207,
Atlanta, Georgia 30305, where space is provided by an officer of the
Company. The Company expenses $100 per month commencing January 1999 for
the use of this space.

Services provided by the officers and director's of the Company are
initially expected to be minimal, therefore, the Company will expense $500
per month for these services until such time as operations will sustain
larger salaries.

Note 4 - Income Taxes
- ---------------------

The Company follows Financial Accounting Standards Board Statement No. 109,
"Accounting For Income Taxes" (SAS #109), which requires, among other
things, an asset and liability approach to calculating deferred income
taxes. The components of the deferred income tax assets and liabilities
arising under FASB Statement No. 109 are as follows:

Deferred tax asset $ 18
Valuation allowance 18
-----
$ -0-
=====

The net change in the valuation allowance for the year ended December 31,
1998 was $18.

The types of temporary differences between the tax basis of assets and
their financial reporting amounts that give rise to a significant portion
of the deferred tax asset are as follows:

Temporary Tax
Difference Effect
---------- ------
Net operating loss carry forward: $ 92 $ 18
========== ======

The net operating loss carry forward will expire in the year 2013.

-8-

<PAGE>
Snelling Travel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1998 And 1997
- ---------------------------------------------

Note 5 - Subsequent Events
- --------------------------

The Company plans to file Form 10 with the Securities and Exchange
Commission.

In June 1999 the Board of Directors approved plans to amend the Articles of
Incorporation authorizing 100,000,000 shares of common stock, $.001 par
value per share and 10,000,000 shares of preferred stock, $.01 par value
per share.

Note 6 - Unaudited Financial Information
- ----------------------------------------

The information furnished herein at March 31, 1999 and for the quarter then
ended was taken from the books and records of the Company without audit.
The Company believes, however, that it has made all adjustments necessary
to reflect properly the results of operations for the three month interim
period ended March 31, 1999. The adjustments consists only of normal
reoccurring accruals. The results of operations for the three month
interim period ended March 31, 1999 are not necessarily indicative of the
results to be expected for the year ended December 31, 1999.

-9-

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SNELLING TRAVEL, INC.
------------

Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation adopts the following Amended and Restated Articles of
Incorporation. These articles correctly set forth the provisions of the
Articles of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto.

ARTICLE I. Name. The Name of the Corporation is SNELLING TRAVEL, INC.

ARTICLE II. Duration. The Corporation shall have perpetual duration.

ARTICLE III. Principal Office. The principal office of the Corporation in
the State of Colorado shall be located at 5650 Greenwood Plaza Boulevard, Suite
216, Greenwood Village, Colorado, 80111, and after that at such location as the
Board of Directors may determine.

ARTICLE IV. Purposes. The nature of the business of the Corporation and
the objects and purposes and business thereof proposed to be transacted,
promoted or carried on are to engage in any lawful act or activity for which
corporations may be organized under the Colorado Business Corporation Act.

ARTICLE V. Capital Structure.

Section 1. Authorized Capital. The total number of shares of all
classes which the Corporation shall have authority to issue is 110,000,000 of
which 10,000,000 shall be Preferred Shares, $.01 par value per share and
100,000,000 of which shall be Common Stock, $.001 par value per share, and the
designations, preferences, limitations and relative rights of the shares of each
class are as follows:

Section 2. Preferred Shares. The Corporation, by resolution of its
Board of Directors, may divide and issue the Preferred Shares in series.
Preferred Shares of each series when issued shall be designated to distinguish
them from the shares of all other series. The Board of Directors is hereby
expressly vested with authority to divide the class of Preferred Shares into
series and to fix and determine the relative rights and preferences of the
shares of any such series so established to the full extent permitted by these
Restated and Amended Articles of Incorporation and the Colorado Business
Corporation Act in respect to the following:

A. The number of shares to constitute such series, and the
distinctive designations thereof;

B. The rate and preference of dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the date from which any
dividend shall accrue;
C. Whether shares may be redeemed and, if so, the redemption price
and the terms and conditions of redemption;

<PAGE>
D. The amount payable upon shares in event of involuntary
liquidation;

E. The amount payable upon shares in event of voluntary
liquidation;

F. Sinking fund or other provisions, if any, for the redemption
or purchase of shares;

G. The terms and conditions on which shares may be converted,
if the shares of any series are issued with the privilege of
conversion;

H. Voting powers, if any; and

I. Any other relative rights and preferences of shares of such
series, including, without limitation, any restriction on an increase
in the number of shares of any series theretofore authorized and any
limitation or restriction of rights or powers to which shares of any
future series shall be subject.

Section 3. Common Shares.

A. The rights of holders of Common Shares to receive dividends
or share in the distribution of assets in the event of liquidation,
dissolution or winding up of the affairs of the Corporation shall be
subject to the preferences, limitations and relative rights of the
Preferred Shares fixed in the resolution or resolutions which may be
adopted from time to time by the Board of Directors of the Corporation
providing for the issuance of one or more series of the Preferred
Shares.

B. The holders of the Common Shares shall be entitled to one
vote for each Common Share held by them of record at the time for
determining the holders thereof entitled to vote.

ARTICLE VI. Board of Directors. The business and affairs of the
Corporation shall be managed by the Board of Directors. The number of Directors
constituting the Board of Directors shall be fixed in the manner provided in the
Bylaws of the Corporation.

In accordance with the Bylaws of the Corporation, the Board of Directors
may thereupon be divided into classes, each class to be as nearly equal in
number as possible, with the term of office of directors of the first class to
expire at the first annual meeting of shareholders after their election, and the
terms of the successive classes expiring at successive annual meetings of
shareholders thereafter. At each annual meeting following such classification
and division of the members of the Board of Directors, a number of directors
equal to the number of directorships in the class whose term expires at the time
of such meeting shall be elected to hold office for a term of years equal to the
number of classes, and such term shall expire at the annual meeting held during
the final year of the term.

<PAGE>
ARTICLE VII. Voting by Shareholders.

Section 1. Cumulative Voting. Cumulative voting shall not be allowed in
the election of directors of the Corporation and every shareholder entitled to
vote at such election shall have the right to vote the number of shares owned by
him for as many persons as there are directors to be elected, and for whose
election he has a right to vote.

Section 2. Denial of Preemptive Rights. No shareholder of the Corporation
shall by reasons of his holding shares of any class or series have any
preemptive or preferential rights to purchase or subscribe to any shares of any
class or series of the Corporation now or hereafter to be authorized, or any
notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class or series now or hereafter
to be authorized, whether or not the issuance of any such shares or notes,
debentures, bonds or other securities would adversely affect the dividend or
voting rights of such shareholder, other than such rights, if any, as the Board
of Directors, in its discretion from time to time, may grant, and at such price
as the Board of Directors, in its discretion, may fix; and the Board of
Directors, if otherwise authorized by the provisions of these Amended and
Restated Articles of Incorporation may issue shares of any class or series of
the Corporation or any notes, debentures, bonds or other securities convertible
into or carrying options or warrants to purchase shares of any class or series,
without offering any such shares of any class or series either in whole or in
part to the existing shareholders of any class or series.

Section 3. Majority Vote. When, with respect to any action to be
taken by the shareholders of the Corporation, the Colorado Business Corporation
Act requires the vote or concurrence of the holders of greater than a majority
of the outstanding shares, or of any class or series entitled to vote thereon,
any and every such action shall be taken, notwithstanding the requirements of
the Colorado Business Corporation Act, by the affirmative vote or concurrence of
the holders of a majority of the outstanding shares, or of any class or series
entitled to vote thereon.

ARTICLE VIII. Right of Directors to Contract with Corporation.

Section 1. No contract or other transaction between the Corporation and
one or more of its directors or any other corporation, firm, association or
entity in which one or more of the directors of the Corporation are directors or
officers or are financially interested, shall be either void or voidable solely
because such directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes or approves such contract or transaction or
solely because their votes are counted for such purpose if:

A. The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes,
approves or ratifies the contract or transaction by a vote or consent
sufficient for that purpose without counting the votes or consents of
the interested directors; or

B. The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve
or ratify such contract or transaction by vote or written consent; or

C. The contract or transaction is fair and reasonable to the
Corporation.

<PAGE>
Section 2. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE IX. Indemnification of Officers, Directors and Others. The
Board of Directors of the Corporation shall have the power to:

The indemnification provided by this Article X shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these Articles of Incorporation, and Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

<PAGE>
ARTICLE X. Corporate Opportunity. The officers, directors and other
members of management of this Corporation shall be subject to the doctrine of
"corporate opportunities" only insofar as it applies to business opportunities
in which this Corporation has expressed an interest as determined from time to
time by this Corporation's Board of Directors as evidenced by resolutions
appearing in the Corporation's minutes. Once such areas of interest are
delineated, all such business opportunities within such areas of interest which
come to the attention of the officers, directors, and other members of
management of this Corporation shall be disclosed promptly to this Corporation
and made available to it. The Board of Directors may reject any business
opportunity presented to it and thereafter any officers, directors or other
member of management may avail himself of such opportunity. Until such time as
this Corporation, through its Board of Directors, has designated an area of
interest, the officers, directors and other members of management of this
Corporation shall be free to engage in such areas of interest on their own and
this doctrine shall not limit the right of any officer, director or other member
of management of this Corporation to continue a business existing prior to the
time that such area of interest is designated by the Corporation. This
provision shall not be construed to release any employee of this Corporation
(other than an officer, director or member of management) from any duties which
he may have to this Corporation.

ARTICLE XI. Limitations on Director Liability. To the fullest extent
permitted by the Colorado Business Corporation Act as the same exists or may
hereafter be amended, a director of this Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, so long as such director acted in good faith.

ARTICLE XII. Powers and Limitations. The powers and limitations of the
Corporation shall be those set forth by the Colorado Business Corporation Act,
under which this Corporation is formed.

ARTICLE XIII. Rights to Amend, Alter, Change or Repeal. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
these Amended and Restated Articles of Incorporation in the manner now or
hereinafter prescribed herein or by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.

The Amended and Restated Articles of Incorporation were adopted by a vote
of the shareholders. The number of shares voted for the Amended and Restated to
the Articles of Incorporation was sufficient for approval.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8th day
of June, 1999.

/s/ Rollins Snelling, Jr., President
------------------------------------
Rollins Snelling, Jr., President

BYLAWS

SNELLING TRAVEL, INC.

ARTICLE I
Office
------

The principal office of the Corporation in the State of Colorado shall be
located at 5650 Greenwood Plaza Boulevard, Suite 216, Greenwood Village,
Colorado 80111 and thereafter at such location as the Board of Directors may
determine.

The Corporation may have such other offices, either within or without the
State of Colorado, as the Board of Directors may determine or as the affairs of
the Corporation may require from time to time.

The Corporation shall have and continuously maintain in the State of
Colorado a registered office and a registered agent whose office is identical
with such registered office as required by the Colorado Business Corporation
Act.

ARTICLE II
Shareholders' Meetings
----------------------

Section 1. Annual Meetings.
----------------

A. Time and Place. The Annual Meeting of the Shareholders of the
Corporation, commencing with the year of incorporation, shall be as
determined by the Board of Directors on a date not less frequent than once
every 365 days. If said day is a legal holiday, the meeting shall be held
on the next succeeding day not a legal holiday.

B. Purpose of Annual Meeting. The business to be transacted at such
Annual Meeting shall be the election of Directors and such other business
as shall be properly brought before the meeting.

C. Alternate Election Date. If the election of Directors shall not
be held on the day designated for the Annual Meeting, or at the designated
date upon adjournment of such meeting, the Board of Directors shall call a
Special Meeting of the Shareholders as soon as conveniently possible
thereafter. At such meeting, the election of Directors shall take place,
and such election and any other business transacted there at shall have the
same force and effect as at an Annual Meeting duly called and held.

D. Notice. Written notice at the address last shown on the books of
the Corporation stating the place, day and hour of the meeting, and in the
case of a Special Meeting the purpose for which the meeting is called,
shall be delivered not less than 10 days nor more than 50 days before the

<PAGE>
date of the meeting, either personally or by mail at the direction of the
President, Secretary or other officer or person calling the meeting; except
that if the authorized shares of the Corporation are to be increased, at
least 30 days notice shall be given.

Section 2. Special Meetings. Special Meetings of the Shareholders may
be called by the President, Board of Directors or by the holders of at least 10%
of the stock entitled to vote at such meeting.

Section 3. Waiver of Notice. A Shareholder may waive the notice of
meeting by attendance, either in person or by proxy, at the meeting, or by so
stating in writing either before or after such meeting. Attendance at a meeting
for the express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice. Except where
otherwise required by law, notice need not be given of any adjourned meeting of
the Shareholders.

Section 4. Quorum. The holders of record of at least a majority of the
shares of the stock of the Corporation, issued and outstanding and entitled to
vote, present in person or by proxy, shall, except as otherwise provided by law
or by these Bylaws, constitute a quorum at all meetings of the Stockholders; if
there be no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time until a quorum shall have
been obtained and, except as otherwise provided by law, no notice of any such
adjourned meeting need be given if the time and place to which the meeting is
adjourned are announced at the meeting so adjourned.

Section 5. Closing of Transfer Books; Record Date. In order to
determine the Shareholders of record of the Corporation's stock who are entitled
to notice of meetings, to vote at a meeting or adjournment thereof, and to
receive payment of any dividend, or to make a determination of the Shareholders
of record for any other proper purpose, the Board of Directors of the
Corporation may order that the Stock Transfer Books be closed for a period not
to exceed 50 days. If the purpose of such closing is to determine who is
entitled to notice of a meeting and to vote at such meeting, the Stock Transfer
Books shall be closed for at least ten days preceding such meeting.

A. Record Date. In lieu of closing the Stock Transfer Books, the
Board of Directors may fix a date as the record date for such determination
of Shareholders, such date in any case to be not more than 50 days prior to
the date of action which requires such determination, nor in the case of a
Shareholders' meeting, not less than ten days in advance of such meeting.

B. Alternate Record Date. If the Stock Transfer Books are not
closed and no record date is fixed for such determination of the
Shareholders of record, the date on which notice of the meeting is mailed
or on which the resolution of the Board of Directors declaring a dividend
is adopted, as the case may be, shall be the record date for such
determination of Stockholders.

<PAGE>
C. Adjournment. When a determination of Stockholders entitled to
vote at any meeting has been made, as provided in this Section, such
determination shall apply to any adjournment of such meeting.

Section 6. Presiding Officer. Meetings of the Stockholders shall be
presided over by the President.

Section 7. Proxies. At all meetings of Stockholders, a Stockholder may
vote by proxy executed in writing by the Stockholder or the Stockholder's duly
authorized attorney-in-fact. Such proxies shall be filed with the Secretary of
the Corporation before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution, unless otherwise provided in the
proxy.

Section 8. Voting of Shares by Stockholders.

A. Neither treasury shares, nor shares of its own stock held by the
Corporation in a fiduciary capacity, nor shares held by another corporation
if a majority of the shares entitled to vote for the election of directors
of such other corporation is held by this Corporation, shall be voted at
any meeting or counted in determining the total number of outstanding
shares at any given time.

B. At each meeting of the Stockholders, except as otherwise provided
by law or by the Articles of Incorporation, every holder of record of stock
entitled to vote shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation. Elections of
directors shall be determined by a plurality of the votes cast, and except
as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, all other actions shall be determined by a majority of the votes
cast at such meeting. Each proxy to vote shall be in writing and signed by
the Stockholder or by his duly authorized attorney and shall not be voted
or acted upon after eleven (11) months from the date of its execution,
unless such proxy expressly provides for a longer period.

C. At all elections of directors, the voting shall be by ballot or in
such other manner as may be determined by the Stockholders present in
person or by proxy entitled to vote at such election. With respect to any
other matter presented to the Stockholders for their consideration at a
meeting, any Stockholder entitled to vote may, on any question, demand a
vote by ballot. The cumulative system of voting for the election of
directors or for any other purpose shall not be allowed.

D. A complete list of the Stockholders entitled to vote at each such
meeting, arranged in alphabetical order, with the address of each, and the
number of shares registered in the name of each Stockholder, shall be
prepared by the Secretary and shall be open to the examination of any
Stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall

<PAGE>
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any Stockholder who is present.

E. The Board of Directors in advance of any meeting of Stockholders
may appoint one or more inspectors of election to act at that meeting or
any adjournment thereof. If inspectors of election are not so appointed,
the Chairman of the meeting may, and on the request of any Stockholder
entitled to vote shall, appoint one or more inspectors of election. Each
inspector of election, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector
of election at such meeting with strict impartiality and according to the
best of his ability. If appointed, inspectors of election shall take
charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may
be required by law.

Section 9. Informal Action by Stockholders. Any action required to be
taken at a meeting of the Stockholders or any other action which may be taken at
a meeting of the Stockholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
Stockholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
Stockholders and may be stated as such in any documents filed with the Secretary
of State of Colorado under the Colorado Business Corporation Act.

Section 10. Presumption of Assent. A Stockholder of the Corporation who
is present at a meeting of the Stockholders at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such Stockholder's dissent shall be entered in the Minutes of the meeting or
unless such Stockholder shall have filed written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by certified mail to the Secretary of the Corporation
immediately following the adjournment of the meeting. Such right to dissent
shall not apply to a Stockholder who voted in favor of such action.

ARTICLE III
Directors
---------

Section 1. Number. The property, affairs and business of the Corporation
shall be managed by a Board of Directors of not less than two (2) persons as
shall be fixed by the Board of Directors. Except as hereinafter provided,
Directors shall be elected at the Annual Meeting of the Stockholders and each
Director shall serve until the next annual meeting of shareholders or his
resignation or removal and until his successor shall be elected and qualify.

Section 2. Increase in Numbers. The number of Directors may be increased
or decreased from time to time by a majority vote of the whole Board of
Directors, provided however, that no vote to decrease the number of Directors
shall have the effect of shortening the term of any incumbent Director.

Section 3. Qualification. Directors need not be Stockholders of the
Corporation.

<PAGE>
Section 4. Quorum. A majority of the Directors in office shall be
necessary to constitute a quorum for the transaction of business. If at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting without further notice, from
time to time, until a quorum shall have been obtained.

Section 5. Vacancies. Any Director may resign at any time by giving
written notice to the President or to the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein except such
resignations shall not be submitted effective retroactively. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any Director may be removed at any time in the manner
provided in the Colorado Business Corporation Act. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of the Stockholders, or
by the remaining Directors, though less than a quorum, or by a sole remaining
Director. A Director elected to fill a vacancy shall be elected for the
unexpired term of such Director's predecessor in office. Any vacancy may be
filled by the affirmative vote of Directors then in office or by an election at
an Annual Meeting or at a Special Meeting of Stockholders called for that
purpose, and a Director so chosen shall hold office until the next Annual
meeting of Stockholders and thereafter until such Director's successor shall
have been elected and qualified.

Section 6. Meetings. Regular meetings of the Board of Directors shall
be held at such times as are fixed from time to time by resolution of the Board.
Special Meetings may be held at any time upon call of the President, or a
majority of Directors serving as members of the Board of Directors. A meeting
of the Board of Directors shall be held without notice immediately following the
Annual Meeting of the Stockholders. Notice need not be given of regular
meetings of the Board of Directors held at any time without notice if all the
Directors are present, or if before the meeting those not present waive such
notice in writing. Notice of a meeting of the Board of Directors need not state
the purpose of nor the business to be transacted at such meeting.

Section 7. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such Director's dissent shall be entered in the Minutes of the meeting or unless
such Director shall have filed written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by certified mail to the Secretary of the Corporation
immediately following the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.

Section 8. Removal. At any meeting of Stockholders, any Director or
Directors may be removed from office, without assignment of any reason therefor,
by a requisite majority of the Stockholders. When any Director or Directors are
removed, new Directors may be elected at the same meeting of Stockholders for
the unexpired term of the Director or Directors to be removed. If the
Stockholders fail to elect persons to fill the unexpired term or terms of the
Director or Directors removed, such unexpired terms shall be considered
vacancies on the Board to be filled by the remaining Directors.

<PAGE>
Section 9. Informal Action by Directors. Any action required to be
taken at a meeting of the Board of Directors or any other action which may be
taken at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the Directors entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
Directors and may be stated as such in any documents filed with the Secretary of
State of Colorado under the Colorado Business Corporation Act.

Section 10. Compensation. Directors and members of any committee of the
Board of Directors shall be entitled to such reasonable compensation for their
services as Directors and members of any such committee as shall be fixed from
time to time by resolution of the Board of Directors, and shall also be entitled
to reimbursement for any reasonable expenses incurred in attending such
meetings. The compensation of Directors may be on such basis as is determined
in the resolution of the Board of Directors. Any Directors receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and receiving reasonable compensation for such
other services.

Section 11. Committees. The Board of Directors, by a resolution or
resolutions adopted by a majority of the members of the whole Board, may appoint
an executive committee and such other committees as it may deem appropriate.
Each such committee shall consist of at least two members of the Board of
Directors. Each committee shall have and may exercise such powers as shall be
conferred or authorized by the resolution appointing it and as otherwise
provided by Colorado law. A majority of any such committee may determine its
action and may fix the time and place of its meetings, unless provided otherwise
by the Board of Directors. The Board of Directors shall have the power at any
time to fill vacancies in, to change the size of membership of and to discharge
any such committee.

A. Committee to Keep Written Records. Each such committee shall
keep a written record of its acts and proceedings and shall submit such
record to the Board of Directors at each regular meeting thereof and at
such other times as requested by the Board of Directors.

B. Failure to Keep Written Records. Failure to submit such records,
or failure of the Board to approve any action indicated therein will not,
however, invalidate such action to the extent it has been carried out by
the Corporation prior to the time the record of such action was, or should
have been, submitted to the Board of Directors as herein provided.

Section 12. Director Voting. At all meetings of the Board of Directors,
each Director present shall have one vote, irrespective of the number of shares
of stock, if any, which such Director may hold.

Section 13. Majority. The action of a majority of the Directors present
at any meeting at which a quorum is present shall be the act of the Board of
Directors with respect to regularly conducted business affairs. Any action
authorized, in writing, by all of the Directors entitled to vote thereon and
filed with the minutes of the Corporation shall be the act of the Board of

<PAGE>
Directors with the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board.

Section 14. Board and Committee Meeting by Telephone. Any one or more
(including, without limitation, all) members of the Board of Directors, or any
committee thereof, may participate in a meeting of the Board or such committee
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV
Officers
--------

Section 1. Election and Term of Office. The Officers of the
Corporation shall be elected by the Board of Directors annually at the first
meeting of the Board held after each Annual Meeting of the Stockholders. If the
election of the Officers shall not be held at such meeting, such election shall
be held as soon thereafter as conveniently may occur. Each Officer shall hold
office until the first of the following to occur: until such Officer's
successor shall have been duly elected and shall have qualified; or until such
Officer's death; or until such Officer shall resign; or until such Officer shall
have been removed in the manner herein provided. The Officers of the
Corporation shall be a President, Secretary, Treasurer and one (1) or more Vice-
Presidents, Assistant Secretaries or Assistant Treasurers, at the discretion of
the Board of Directors. In addition, there may be a Chairman of the Board of
Directors and such subordinate Officers as the Board of Directors may deem
necessary.

Section 2. Removal. Any Officer or agent or employee of the
Corporation may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of any Officer or agent shall not of itself
create contract rights.

Section 3. Vacancies. Any vacancy in an office from any cause may be
filled for the unexpired portion of the term by the Board of Directors.

Section 4. Chairman of the Board - Chief Executive Officer. The
Chairman of the Board shall be the chief executive officer of the Corporation
and shall preside at all meetings of the Board of Directors and of the
Stockholders at which he is present. He shall have general charge of the
business and affairs of the Corporation, may execute in the name of the
Corporation authorized corporate obligations or other instruments, shall perform
such other duties as may be prescribed by the Board of Directors from time to
time, and, in the absence or disability of the President, shall exercise all of
the powers and duties of the President. In the absence or disability of the
Chairman of the Board, the President shall exercise all the powers and duties of
the Chairman of the Board. In addition, the President shall perform such duties
as may be prescribed by the Board of Directors from time to time or as may from
time to time be prescribed by the Chairman of the Board.

<PAGE>
Section 5. President. The President shall be the chief operating
officer of the Corporation and, in the absence or disability of the Chairman of
the Board, he shall exercise all of the powers and duties of the Chairman of the
Board. He shall have general and active supervision of the operations of the
Corporation and shall, from time to time, make such reports of the Chairman of
the Board may require. He shall have the general powers and duties of
supervision usually vested in the office of the president of a corporation and
shall have such other powers and duties as may, from time to time, be assigned
to him by the Board of Directors or the Chairman of the Board.

The President shall execute all deeds, conveyances, deeds of trust,
bonds and other contracts requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some Officer or agent of the Corporation.

Section 6. Duties of Secretary. The Secretary shall:

A. Keep the minutes of the meeting of the Stockholders and of the
Board of Directors in books provided for that purpose.

B. Disseminate all notices in accordance with the provisions of
these Bylaws or as required by law.

Section 7. Duties of Treasurer - Chief Financial Officer. The
Treasurer - Chief Financial Officer shall have the care and custody of the
corporate funds and securities, sign checks, drafts, notes and orders for the
payment of money, pay out and disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such payments and
disbursements, deposit all monies and securities belonging to the Corporation
and, in general, perform such other duties as are customarily performed by the
Treasurer - Chief Financial Officer.

The Treasurer shall:

A. Have charge and custody of, and be responsible for, all funds and
securities of the Corporation.

B. Render a statement of the condition of the finances of the
Corporation from time to time and at the specific request of the Board of
Directors.

C. Receive and give receipts for monies due and payable to the
Corporation from any source whatsoever.

D. Perform all duties incident to the office of Treasurer, and such
other duties as from time to time may be assigned by the Board of Directors
or by the President. The Treasurer may be required to give bond for the
faithful performance of Treasurer's duties in such sum and with such surety
as may be determined by the Board of Directors.

<PAGE>
Section 8. Duties of Vice-President. The Vice-President(s), if
appointed in the discretion of the Board of Directors, shall perform such duties
as are incident to their offices, or are properly required of them by the Board
of Directors or are assigned to them by the Articles of Incorporation or these
Bylaws.

Section 9. Duties of Assistant Secretaries, Assistant Treasurers and
Other Subordinate Officers. Assistant Secretaries, Assistant Treasurers, and
other subordinate Officers appointed by the Board of Directors shall exercise
such powers and perform such duties as may be delegated to them by the
resolutions appointing them, or by subsequent resolutions adopted from time to
time.

Section 10. Duties of Officers May Be Delegated. In case of the
absence or disability of any officer of the Corporation, or for any other reason
that the Board may deem sufficient, the Board may delegate, for the time being,
the powers or duties, or any of them, of such officer to any other officer, or
to any director.

Section 11. Salaries. The salaries of all Officers of the Corporation
shall be fixed by the Board of Directors. No Officer shall be ineligible to
receive such salary by reason of the fact that he is also a Director of the
Corporation and receiving compensation therefor.

Section 12. Checks and Endorsements. All checks and drafts upon the
funds to the credit of the Corporation in any of its depositories shall be
signed by such of its Officers or agents as shall from time to time be
determined by resolution of the Board of Directors which may provide for the use
of signatures under specific conditions, and all notes, bills, receivables,
trade acceptances, drafts and other evidences of indebtedness payable to the
Corporation shall, for the purpose of deposit, discount, or collection be
endorsed by such Officers or agents of the Corporation or in such manner as
shall from time to time be determined by resolution of the Board of Directors.

ARTICLE V
Stock
-----

Section 1. Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the Corporation by its
President and the Secretary and shall be sealed with the seal of the
Corporation, or with a facsimile thereof. The signatures of the Corporation's
Officers on such certificate may also be a facsimile engraved or printed if the
certificate is countersigned by the transfer agent, or registered by a
registrar. In the event any Officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such before the
certificate is issued, it may be issued by the Corporation with the same effect
as if such Officer had not ceased to be an officer at the date of its issue.
Certificates of stock shall be in such form consistent with law as shall be
prescribed by the Board of Directors. No certificate shall be issued until the
shares represented thereby are fully paid.

Section 2. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars as shall be fixed from time to time by the
Board of Directors. Treasury shares shall be disposed of for such consideration
expressed in dollars as may be fixed from time to time by the Board. Such
consideration may consist in whole or in part of money, other property, tangible

<PAGE>
or intangible, a promissory note or in labor or services actually performed for
the Corporation, or such other consideration as shall be permitted under the
Colorado Business Corporation Act.

Section 3. Lost, Destroyed or Stolen Certificates. No certificates for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen except on production of evidence
satisfactory to the Board of Directors of such loss, destruction or theft; and
if the Board of Directors so requires, upon the furnishing of an indemnity bond
in such amount and with such terms and such surety as the Board of Directors
may, in its discretion, require.

Section 4. Transfer of Shares.

A. Upon surrender to the Corporation of a certificate of stock duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, and cancel the old
certificate. Every such transfer of stock shall be entered on the stock
book of the Corporation which shall be kept either at the offices of the
Corporation's legal counsel, at the Corporation's principal office or by
its registered duly appointed agent.
B. The Corporation shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof, and, accordingly,
shall not be bound to recognize any equitable or other claim to interest in
such share on the part of any other person whether or not it shall have
express or other notice thereof, except as may be required by the laws of
the State of Colorado.

Section 5. Record Dates. The Board of Directors may fix in advance a
date, not less than ten (10) or more than fifty (50) days preceding the date of
any meeting of stockholders or the date for the payment of any dividend, or the
date for the distribution or allotment of rights, or the date when any change,
conversion or exchange of capital stock shall go into effect, as a record date
for the determination of Stockholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend, or to receive
any distribution or allotment of such rights, or to exercise the rights in
respect of any such change, conversion or exchange or capital stock, and in such
case only such Stockholders as shall be Stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such distribution or allotment
of rights, or to exercise any stock on the books of the Corporation after any
such record date fixed as aforesaid.

Section 6. Voting on Stock. All stock owned by the Corporation,
other than stock of the Corporation, shall be voted, in person or by proxy, by
the Chairman of the Board, the Vice Chairman of the Board, the President or any
Vice President of the Corporation on behalf of the Corporation upon resolution
and approval by the board.

<PAGE>
ARTICLE VI
Contracts, Loans, Checks and Deposits
-------------------------------------

Section 1. Contracts. The Board of Directors may authorize any
officer or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or agent of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

Section 4. Deposits. The money of the Corporation shall be deposited
in the name of the Corporation in such banks, trust companies, or other
depositories, as the Board of Directors may designate and shall be subject to
the order of the Corporation signed by such officer or agent of the Corporation,
and in such manner as shall from time to time be determined by resolution of the
Board of Directors.

ARTICLE VII
Corporate Seal
--------------

The corporate seal of the Corporation shall consist of a circular imprint
bearing around the outside rim the name of the Corporation and the word
"Colorado" and in the center shall be inscribed the word "Seal".

ARTICLE VIII
Amendment of Bylaws
-------------------

Section 1. By Shareholders. All Bylaws of the Corporation shall be
subject to alteration or repeal and new Bylaws may be made by the requisite vote
of Stockholders, a quorum being present in person or by proxy, provided that the
notice or waiver of notice of such meeting shall have summarized or set forth in
full therein the proposed amendment.

Section 2. By Directors. The Board of Directors shall have power to
make, adopt, later, amend or repeal, from time to time, these Bylaws of the
Corporation.

ARTICLE IX
Fiscal Year
-----------

The fiscal year end of the Corporation shall be as determined by the Board
of Directors.

ARTICLE X
Approval
--------

<PAGE>
The undersigned hereby certifies that the foregoing Bylaws constitute a
true and complete copy of the Bylaws of SNELLING TRAVEL, INC. and the same have
been approved, ratified and accepted by the Board of Directors as the Bylaws of
the Corporation.

Dated: April 30, 1999 /s/ Brian Mallon
---------------- ----------------------------
Brian Mallon, Secretary

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS AT MARCH 31, 1999 AND FOR THE THREE MONTHS THEN
ENDED FROM FORM 10-SB12G/A AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FORM 10-SB12G/A.
</LEGEND>
<CIK> 0001077568
<NAME> SNELLING TRAVEL, INC.
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