FORM 10-Q-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1999
Snohomish Equity Corporation
(formerly Snohomish Equity Group, Inc)
000-26249
Commission File Number
Nevada 33-0507843
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
219 Broadway, Suite 261, Laguna Beach CA 92651
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 2,010,000
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed all
report required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
As of September 30, 1999, the number of shares outstanding of the Registrant's
Common Stock was 2,010,000.
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit QF3) for the Nine months
ended September 30, 1999.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations. This Company has recently revived following a period of
dormancy for the past six years and has no current business. Its business plan
is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders. This Corporation was first
<PAGE>
organized under the laws of the State of Texas on April 8, 1992, as Snohomish
Equity Group, Inc., the predecessor of this Issuer, and became dormant by the
end of its first year of existence. It ceased to remain in good standing in
Texas, and it did not renew its corporate charter. In 1999, the present
principal equitable shareholder resolved to caused the revival of this Issuer by
the only means lawfully available after the passage of years; namely, by
re-incorporating and re-organizing the new corporation as the successor to
Snohomish Equity Group, Inc. Accordingly, Snohomish Equity Corporation was
incorporated in Nevada on December 8, 1998, to be and become the successor of
the former Snohomish Equity Group, Inc. This Issuer is now in good corporate
standing and current with respect to its corporate obligations, filing fees and
taxes.
Liquidity and Capital Resources. This Company has been dormant and inactive for
the past two years without any operation or activity. It has incurred only
nominal accrued expenses, without revenues to date.The Company is unable to
predict when it may participate in a business opportunity. The reason for this
uncertainty arises from its limited resources, and competitive disadvantages
with respect to other public or semi-public issuers. Notwithstanding the
foregoing cautionary statements, assuming the continuation of current
conditions, this issuer would expect to proceed to select a business combination
within no sooner than six months nor longer than eighteen months. It cannot
attract a partner before it can effect quotation of its common stock on the
OTCBB. The Issuer is searching for a profitable business opportunity. The
acquisition of such an opportunity could and likely would result in some change
in control of the Issuer at such time. This would likely take the form of a
reverse acquisition. That means that this issuer would likely acquire businesses
and assets for stock in an amount that would effectively transfer control of
this issuer to the acquisition target company or ownership group. It is called a
reverse-acquisition because it would be an acquisition by this issuer in form,
but would be an acquisition of this issuer in substance. Capital formation
issues for the future of this Issuer would arise only when targeted business or
assets have been identified. Until such time, this Issuer has no basis upon
which to propose any substantial infusion of capital from sources outside of its
circle of affiliates. Targeted acquisitions for stock may be accompanied by
capital formation programs, involving knowledgeable investors associated with or
contacted by the owners of a target company. While no such arrangements or plans
have been adopted or are presently under consideration, it would be expected
that a reverse acquisition of a target company or business would be associated
with some private placements and/or limited offerings of common stock of this
Issuer for cash. Such placements, or offerings, if and when made or extended,
would be made with disclosure of and reliance on the businesses and assets to be
acquired, and not upon the present or future condition of this Issuer as without
revenues or assets.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
2
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
September 15, 1999: The purpose of that Current Report was to file
Management's Un-Audited Financial Statements of June 30, 1999 (attachment
99-06-30 thereto), in order to coordinate reporting with the Issuer's submission
for listing on the Over the Counter Bulletin Board, as currently required by the
National Association of Securities Dealers rules and regulations.
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Registration Statement
Exhibit QF3: Financial Statements (Un-Audited) September 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 1999, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.
September 30, 1999
Snohomish Equity Corporation
(formerly Snohomish Equity Group, Inc)
Pete Chandler Susan Sanchez
- ---------------------------- -------------------------------
Pete Chandler Susan Sanchez
President/Director Secretary-Treasurer/Director
3
<PAGE>
Exhibit QF3
UN-AUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
4
<PAGE>
SNOHOMISH EQUITY CORPORATION
BALANCE SHEETS (UNAUDITED)
for the fiscal years ended December 31, 1997 and 1998
and for the period ended September 30, 1999
<TABLE>
<CAPTION>
December 31,
September 30, -------------------
1999 1998 1997
------- ------- -------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Total Current Assets $ -0- $ -0- $ -0-
TOTAL CURRENT ASSETS -0- -0- -0-
------- ------- -------
TOTAL ASSETS $ -0- $ -0- $ -0-
======= ======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Account payable 11,085
-------
TOTAL LIABILITIES 11,085
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 50,000,000
shares; issued and outstanding, 2,000,000 shares
and 2,010,000 shares 2,010 2,010 2,000
Additional Paid In Capital 6,990 6,990 6,000
Accumulated Surplus (Deficit) (20,085) (9,000) (8,000)
------- ------- -------
Total Stockholders' Equity -0- -0- -0-
------- ------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0- $ -0-
======= ======= =======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-1
<PAGE>
SNOHOMISH EQUITY CORPORATION
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended December 31, 1997 and 1998
and for the period ended September 30, 1999
<TABLE>
<CAPTION>
December 31,
September 30, -----------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
----------- ----------- -----------
Expenses; General & Administrative -0- (1,000) -0-
----------- ----------- -----------
Net Loss from Operations (11,085) (1,000) -0-
Net Income (Loss) $ (11,085) $ (1,000) $ -0-
=========== =========== ===========
Gain (Loss) per Share $ (.00551) $ (.00050) $ -0-
=========== =========== ===========
Weighted Average
Shares Outstanding 2,010,000 2,010,000 2,000,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-2
<PAGE>
SNOHOMISH EQUITY CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage on April 8, 1992
through December 31, 1992 and for the
fiscal years ended December 31, 1993 through 1998
and for the period ended September 30, 1999
<TABLE>
<CAPTION>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance on April 8, 1992 2,000,000 $ 2,000 $ 6,000 $ $ 8,000
Net Loss during the fiscal year
ended December 31, 1992 (1,170)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1992 2,000,000 2,000 6,000 (1,170) 6,830
Net Loss during the fiscal year
ended December 31, 1993 (1,600)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1993 2,000,000 2,000 6,000 (2,770) 5,230
Net Loss during the fiscal year
ended December 31, 1994 (1,600)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1994 2,000,000 2,000 6,000 (4,370) 3,630
Net Loss during the fiscal year
ended December 31, 1995 (1,600)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1995 2,000,000 2,000 6,000 (5,970) 2,030
Net Loss during the fiscal year
ended December 31, 1996 (1,600)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1996 2,000,000 2,000 6,000 (7,570) 430
Net Loss during the fiscal year
ended December 31, 1997 (430)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1997 2,000,000 2,000 6,000 (8,000) 0
Shares issued for services rendered 10,000 10 990
Net Loss during the fiscal year
ended December 31, 1998 (1,000)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1998 2,010,000 2,010 6,990 (9,000) 0
Net Loss during the period
ended JSeptember 30, 1999 (11,085)
---------- ---------- ---------- ---------- ----------
Balance at September 30, 1998 2,010,000 2,010 6,990 (20,085) (11,085)
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-3
<PAGE>
SNOHOMISH EQUITY CORPORATION
STATEMENTS OF CASH FLOW (UNAUDITED)
for the fiscal years ended December 31, 1997 and 1998
and for the period ended September 30, 1999
<TABLE>
<CAPTION>
December 31,
September 30, --------------------
1999 1998 1997
-------- ------- -------
<S> <C> <C> <C>
Operating Activities
Net Income (Loss) $(11,085) $(1,000) $ -0-
Cash (used) in operations (11,085) -0- -0-
-------- ------- -------
Net Cash from Operations (11,085) -0- -0-
Financing activities:
issuance of stock 1,000
increase in accounts payable 11,085
Cash at beginning of Period -0- -0- -0-
Increase (Decrease) in Cash -0- -0- -0-
Cash at End of Period $-0- $-0- $ -0-
======== ======= =======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-4
<PAGE>
SNOHOMISH EQUITY CORPORATION
NOTES TO FINANCIAL STATEMENTS
for the fiscal years ended December 31 1997 and 1998
and the period ended September 30, 1999
1-FORMATION AND OPERATIONS OF THE COMPANY
This Corporation was first organized under the laws of the State of Texas
on April 8, 1992, as Snohomish Equity Group, Inc. for the purpose of
seeking out one or more potential business ventures, without regard to
geographical considerations, which venture or ventures, in the judgment of
management, warrant interest and involvement of the Company. On or about
April 27, 1992, the company made its initial issuance of 2,000,000 shares
of common stock to a single founders' group of six related founders, for
cash. The Issuer has made no further issuances to date, and the total
issued and outstanding shares of common stock remains 2,000,000 shares as
of the date of this report. During 1992, the various Founders made private
gifts of stock to family members and friends, totaling 108,108 shares:
27,093 to ten affiliates (six of whom remain affiliates); and 81,015 shares
to a total of 94 non-affiliate shareholders. On or about April 29, 1992,
the Company having caused incorporation of a wholly-owned subsidiary,
Snohomish Capital Corporation, the Company authorized a stock dividend by
which the ownership of that subsisidairy would have been spun off to
shareholders, but that dividend/spin-off was abandoned and never
consummated, and the former subsidiary corporation expired without action,
pursuant to the laws of Texas. The shares of the Company's common stock
have never traded, over the counter or otherwise. This Company's
predecessor remained dormant and inactive from 1993 to the present, its
charter expiring in due course, pursuant to laws of Texas. About early
1997, the founder's control block of 1,891,892 shares, was acquired by
Intrepid International S.A., a Panama Corporation. As of that time, there
were 107,108 shares issued and outstanding to persons who were and are
(with some exceptions) non-affiliate shareholders. On or about January 1,
1998 the Issuer authorized the Issuance of an additional 10,000 shares to
its present officers. The Company was formally reorganized in the State of
Nevada on December 8, 1998, for the purpose of seeking out one or more
potential business ventures, without regard to geographical considerations,
which venture or ventures, in the judgment of management, warrant interest
and involvement of the Company.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are
maintained and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year end for accounting and tax
purposes is December 31.
(c) ORGANIZATION COSTS
The Company incurred $8,000 of organization costs in 1992. These
costs, which were paid by shareholders of the Company and which
were exchanged for 2,000,000 shares of common stock having a par
value of $2,000 and $6,000 in services, totalling $8,000, which
is being amortized on a straight line method over a 60 month
period. These costs will be recovered only if the Company is able
to generate a positive cash flow from operations.
page F-5
<PAGE>
Snohomish Equity Corporation
Notes to Financial Statements
for the fiscal years ended December 31, 1997 and 1998
and the period ended September 30, 1999
continued
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of
Cash Flows, Cash Equivalents include time deposits, certificates
of deposit, and all highly liquid debt instruments with original
maturities of three months or less. Whatever cash amounts
included on the Company's Statements of Cash Flow, however, will
be comprised exclusively of cash.
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and all of its records are located at 219
Broadway, Suite 261, Laguna Beach, California 92651.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its
officers or directors. Officers of the Company will be reimbursed
for out-of-pocket expenses and may be compensated for the time
they devote to the Company. In addition, Officers may receive
compensation for services performed on behalf of the Company. The
terms of any such compensation will be determined on the basis of
the nature and extent of the services which may be required and
will be no less favorable to the Company than the charges for
similar services made by independent third parties who are
similarly qualified. No officer or director is required to make
any specific amount or percentage of his business time available
to the Company.
5-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 50,000,000 shares of common stock having
a par value of $0.001. In April 1993, 2,000,000 shares of Common Stock,
were issued in exchange for organizational costs which were valued by
management at a total of $8,000. In January 1998, 10,000 shares of Common
Stock, were issued in exchange for $10 in services.
page F-6
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 11,085
<BONDS> 0
0
0
<COMMON> 2,010
<OTHER-SE> 9,075
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 11,085
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
