SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(b) or (g) of the Securities Exchange Act of 1934
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Snohomish Equity Corporation
(formerly Snohomish Equity Group, Inc)
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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
The following Securities are to be registered pursuant to Section 12(g)/12(b) of
the Act:
Common Voting Equity Stock
("Common Stock")
2,000,000
The EXHIBIT INDEX is located at page 12 of this Registration Statement
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 1
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PART I
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Unnumbered Item: Introduction
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for continued quotation on the
Over the Counter Bulletin Board, often called "OTCBB". The requirements are that
the financial statements and information about the Issuer be reported
periodically to the Commission and be and become information that the public can
access easily. This issuer wishes to report and provide disclosure voluntarily,
and will file periodic reports in the event that its obligation to file such
reports is suspended under the Exchange Act.
This Issuer may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
("Issuer") company, by which the private company's shareholders acquire control
of the public company. While no negotiations are in progress, and to potential
targets have been identified, the business plan of this Issuer is to find such a
target or targets, and attempt to acquire them for stock.
Targeted acquisitions for stock may be, and often are accompanied by
capital formation, from 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 and reliance on the businesses and assets to be acquired,
and not upon the present condition of this Issuer.
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Item 1. Description of Business.
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(a) Business Development.
(1) Form and Year of Organization. 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 made no further issuances until
after its revival in 1999, and the total issued and outstanding shares of
common stock stood at 2,000,000 shares until shortly before 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 subsidiary 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. The Company was formally reorganized in the
State of Nevada on
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 2
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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. On or about January 1, 1998 the Issuer
authorized the Issuance of an additional 10,000 shares to its present
officers, pursuant to ss.4(2) of the Securities Act of 1933. As a result,
the total shares of common stock issued and outstanding is 2,010,000
shares, as of the date of this Statement.
(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Issuer. 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.
(1) Principal Products or Services and their Markets. None.
(2) Distribution Methods of the products or services. None.
(3) Status of any publicly announced new product or service. None.
(4) Competitive business conditions and the small business issuer's
competitive position in the industry. Other better capitalized firms
are engaged in the search for acquisitions or business combinations
which firms may be able to offer more and may be more attractive to
acquisition candidates.
(5) Sources of and availability of raw Materials and the names of
principal suppliers. Not Applicable
(6) Dependance on one or a few major customers. Not Applicable
(7) Patents, Trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts. None.
(8) Government for any government approval of principal products or
services and status. Not applicable
(9) Effect of existing or probable governmental regulations on the
business. Not applicable.
(10) Estimate of amount spent on research and development in each of last
two years. None.
(11) Costs and effects of compliance with environmental laws. None at this
time.
(12) Number of total employees and full-time employees. None.
(13) Year 2000 compliance issues. None. The issuer has no computers or
digital equipment of its own, no suppliers or customers. Accordingly,
the issuer has determined that it is faced with no year 2000
compliance issues other than those shared by the public in general.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 3
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation. 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.
(1) Plan of Operation for the next twelve months.
Limited Scope and Number of Possible Acquisitions: The Company does not
intend to restrict its consideration to any particular business or industry
segment, and the Company may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not be able to participate in more than a single business venture. Accordingly,
it is anticipated that the Company will not be able to diversity, but will may
be limited to one merger or acquisition because of limited financing. This lack
of diversification will not permit the Company to offset potential losses from
one business opportunity against profits from another. To a large extent, a
decision to participate in a specific business opportunity may be made upon
management's analysis of the quality of the other firm's management an
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes and numerous other factors which are
difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for the future because of the necessity to substantially shift a marketing
approach, expand operations, change product emphasis, change or substantially
augment management, or make other changes. The Company will be dependent upon
the management of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required
changes. Because the Company may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Company may incur further risk due to the failure
of the target's management to have proven its abilities or effectiveness, or the
failure to establish a market for the target's products or services, or the
failure to prove or predict profitability.
(i) Cash Requirements and of Need for additional funds, twelve
months.
This Company has no immediate or forseeable need for additional funding, as
things stand. It has no cash or funds and requires none in order for its
Management to seek to find and evaluate possible transactions. The issuer enjoys
the non-exclusive use of office, telecommunication and incidental supplies of
stationary, provided by its Officers and Attorneys. It is likely that these
services and supplies will be the subject of future settlement or compensation,
either for cash, or for specific amounts of cash to be paid in stock. No
contracts or plans for this eventual accounting have yet been made. As of the
date of this Statement, no significant amount of services or costs have been
expended by any person on behalf of this issuer, with the expectation of
repayment or charge.
(ii) Summary of Product Research and Development. None.
(iii) Expected purchase or sale of plant and significant equipment.
None.
(iv) Expected significant change in the number of employees. None.
(b) Discussion and Analysis of Financial Condition and Results of Operations.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 4
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(i) Operations and Results for the past two fiscal years. None. This
Company has been dormant and inactive for the past two years
without any operation or activity.
(ii) Future Prospects. 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
(c) Reverse Acquisition Candidate. 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.
Targeted acquisitions for stock may be, and often are accompanied by
capital formation, from 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 and reliance on the businesses and assets to be acquired,
and not upon the present condition of this Issuer.
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Item 3. Description of Property.
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The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its officers and attorneys.
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Item 4. Security Ownership of Certain Beneficial Owners and Management.
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(a) Security Ownership of Certain Beneficial Owners. To the best of Registrant's
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by
Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. Each of the following "Other Affiliates"
are affiliates of the Issuer, by reason of their respective affiliation with the
Principal Shareholder. Mr. Sifford and Mr. James are officer-affiliates of
Intrepid, and Mr. Stocker is United States Counsel for Intrepid.
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Common Stock SHAREHOLDER # Shares %
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Intrepid International, S.A.
P. O. Box 8807 1,891,892 94.12
Panama City 5
Republic of Panama
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SUBTOTAL PRINCIPAL SHAREHOLDER 1,891,892 94.12
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J. Dan Sifford 531 0.03
3131 South West Freeway, #42
Houston, TX 77098
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Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 5
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Kirt W. James 3,000 0.15
33481 Spinnaker
Dana Point CA 92629
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Kirt W. James custodian 4500 0.22
for Jillian R. James
3842 Quail Hollow Drive
Salt Lake City, UT 84109
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William Stocker Trustee 1500 0.07
The Johannes Michael Beelner Living Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
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William Stocker Trustee 2562 0.13
The Osha Makai Smith Living Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
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William Stocker/Boni Light TTEE 4500 0.22
The Fallowfield Family Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
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Boni Light/William Stocker TTEE 1500 0.07
The Tommy Hawk Endowment Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
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SUBTOTAL OTHER AFFILIATES 18,093 0.90
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TOTAL Other Affiliate Ownership 1,909,985 95.02
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(b) Security Ownership of Management. To the best of Registrant's knowledge and
belief the following disclosure presents the total beneficial security ownership
of all Directors and Nominees, naming them, and by all Officers and Directors as
a group, without naming them, of Registrant, known to or discoverable by
Registrant.
<TABLE>
<CAPTION>
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COMMON STOCK Actual
SHAREHOLDER Ownership %
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<S> <C> <C> <C>
PETE CHANDLER President
242 Fall Street 5,000 0.25
Salt Lake City UT 84116
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SUSAN SANCHEZ Secretary/
34155 Camino El Molino Treasurer 5,000 0.25
Capistrano Beach CA 92624
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All Officers and Directors as a Group 10,000 0.50
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Grand Total Shares 2,010,000 100.00
Issued and Outstanding
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</TABLE>
(c) Changes in Control. There are no arrangements known to Registrant, including
any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Issuer. The Issuer is
searching for a profitable business opportunity. The Issuer is searching for
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 6
<PAGE>
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.
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Item 5.
Directors, Executive Officers,
Promoters and Control Persons.
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The following persons are the Directors of Registrant, having taken office
December 9, 1998, to serve until their successors might be elected or appointed.
The time of the next meeting of shareholders has not been determined and is not
likely to take place before a targeted acquisition or combination is determined.
Please see Item 7, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS for
information about the other affiliates of this issuer.
Pete Chandler, PRESIDENT/DIRECTOR was born and raised in Northern Utah, where he
received a Bachelor of Science Degree in finance from Weber State University. He
also attended DeVry Institute of Technology in Phoenix Arizona, where he studied
computer information science. In 1985 he formed Aqua Pure, a water filtration
company. Over the next two years he build the company into a prosperous venture.
In 1989-91 Mr. Chandler worked for the Internal Revenue Service, following
which, he entered the securities industry. He has held the position of
Investment Consultant at Kemper Securities and at Everitt Securities, where he
served with distinction. Most recently, he as been engaged as a private
consultant to businesses that are candidates for entry into the public
securities markets.
Susan Sanchez, SECRETARY/TREASURER/DIRECTOR, has been a self-employed provider
of paralegal, secretarial and administrative services for the last five years.
During this time she had become familiar with corporate and securities filings,
NASD compliance, and maintenance of corporate records and minutes
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Item 6. Executive Compensation.
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Each of the two Officer/Directors have been issued 5,000 new investment
shares of stock, for present service and incentive purposes. No other
compensation, or plan of compensation, has been made, authorized or contemplated
at the present time and for the present period of corporate inactivity and
ill-liquidity.
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Item 7. Certain Relationships and Related Transactions.
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(a) the Principal Shareholder. Intrepid International, S. A. ("Intrepid")
is the principal shareholder of this issuer. It was incorporated in the Republic
of Panama in 1984 to offer financial services to natural resource companies,
primarily those engaged in the production of oil and gas. Following the world
wide collapse of oil prices in the mid-eighties, the Company broadened the focus
of its universe of support services to include a wider range of companies, with
an emphasis on public companies and private companies, companies engaged in the
transition from privately held to publicly held, and development stage
companies, whether public or private, requiring professional business and
corporate guidance. In August of 1997 the Company sought a United States
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 7
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Representative and entered into a relationship with a group of corporate and
business specialists who, after contracting with the Company, incorporated as
Intrepid International, Ltd. ("Intrepid US") to provide the required
representation and agency for the Company in North America and Europe. Intrepid
US is incorporated in the State of Nevada. Intrepid is not an investment banker,
nor a broker or dealer in securities. Intrepid is a provider of technical
support services to client companies, generally, and an occasional investor for
its own account.
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world's largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, one of the most prestigious law firms in Panama
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm of Franco and Franco is regarded with the
highest degree of integrity and professionalism in the business and political
community in Panama with its partners and several of its associates holding or
having held public office. Teodoro Franco's brother and partner, Dr. Juaquin F.
Franco, Jr., has held many public offices over the past four decades, most
recently as the Governor of Colon Province, the state containing the Atlantic
entrance to the Panama Canal and the Colon Free Zone. His nephew and associate
in the firm, Juaquin F. Franco, III, has served as the Minister of Commerce and
is currently a member of the House of Representatives and a candidate for
President of the Republic. The firm practices maritime, aviation and commercial
law and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM (the Dutch national airline), VIASA (the Venezuelan national airline),
Aeroflot (the Russian national airline) and various smaller Latin American
national airlines as well as being the registered agents for thousands of ocean
going ships around the world flying the Panamanian flag. Mr. Franco brings to
the Company a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below. The officers and directors of Intrepid
International, Ltd. (Nevada) ("Intrepid U.S.") are two individuals; KIRT W.
JAMES, and J. DAN SIFFORD, JR.
Kirt W. James, the President of Intrepid U.S., has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
to 1990 Mr. James built retail markets for American International Medical Supply
Co., a publicly traded company. In 1990 he formed and became President of HJS
Financial Services, Inc., and was responsible for the day to day business
operations
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 8
<PAGE>
of the firm as well as consultation with Clients concerning their business and
Product Development. During the past five years Mr. James has been involved in
the valuation, sale and acquisition of numerous private businesses and planning
for the entry of private corporations into the public market place.
J. Dan Sifford, Jr., Secretary-Treasurer of Intrepid U.S., grew up in Coral
Gables, Florida, where he attended Coral Gables High School and the University
of Miami. After leaving the University of Miami, Mr. Sifford formed a wholesale
consumer goods distribution company which operated throughout the southeastern
United States and all of Latin America. In 1965, as an extension of the
operations of the original company, he founded Indiasa Corporation (Indiasa), a
Panamanian company which was involved in supply and financing arrangements with
many of the Latin American Governments, in particular, their air forces and
their national airlines. As customer requirements dictated, separate
subsidiaries were established to handle specific activities, among them: Indiasa
Securities Corporation, to structure the financing necessary to facilitate the
transactions; Indiasa Aviation Corporation, to serve as an all cargo airline
operating large cargo aircraft throughout Latin America; and Overseas Aviation
Corporation, to buy, sell, lease and broker aircraft, and to provide services to
Indiasa Aviation Corporation and to other airlines. Indiasa, which is the parent
company of all the Panamanian companies formed by Mr. Sifford, operates, through
its partially owned subsidiary, Robmar International, S. A., plants in Argentina
and Brazil which produce high temperature, high pressure lubricants and
sealants. For twelve years ending in 1982, it operated, through its partially
owned subsidiaries Indiasa Aviation Corporation and Overseas Aviation
Corporation, an all cargo airline based at Miami International Airport and
serving points throughout Central and South America and Africa. In addition to
his general aviation experience, Mr. Sifford, an Airline Transport rated pilot,
has twenty two years experience in the airline business, and is currently the
President of Airline of the Virgin Islands, Ltd. a commuter passenger airline
operating in the Caribbean.
(b) Other Relationships. Certain Trusts have been listed as affiliates in
Item 4 of this part, for the reason that the trustees are affiliates of the
Issuer. In addition to those mentioned in paragraph (a) preceding, William
Stocker, Special Securities Counsel to this Issuer, is also Counsel to the
Principal Shareholder, and elects to be treated as an affiliate of the Issuer.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 9
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PART II
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Item 1.
Market Price of and Dividends on
Registrant's Common Equity and
Other Shareholder Matters.
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(a) Market Information. The Common Stock of this Issuer is not quoted Over the
Counter on the Bulletin Board ("OTCBB"), or otherwise and has never traded in
brokerage transactions. There has never been any established market price for
the common stock of this issuer.
================================================================================
PERIOD HIGH BID LOW BID PERIOD HIGH BID LOW BID
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2nd 1998 None None 4th 1998 None None
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3rd 1998 None None 1st 1999 None None
================================================================================
(b) Holders. 107
(c) Dividends. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
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Item 2. Legal Proceedings.
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There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Issuer.
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Item 3. Changes in and Disagreements with Accountants.
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There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Issuer.
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Item 4. Recent Sales of Unregistered Securities.
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On or about January 1, 1998, the issuer authorized the issuance of 10,000
shares of common stock, pursuant to ss.4(2) of the Securities Act of 1933, to
its present officers, 5,000 shares each, for present services and incentive
purposes. There have been no other issuances by this issuer since 1992.
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Item 5. Indemnification of Officers and Directors.
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The issuer's By-Laws provide: "The Corporation shall indemnify its present
or former Directors and officers, employees, agents and other persons to the
fullest extent permissible by, and in accordance with the procedures contained
in, Article 2.02-1 of the Texas Business Corporation Act. Such indemnification
shall not be deemed to be exclusive of any other rights to which a director,
officer, agent or other person may be entitled, consistent with law, under any
provision of the Articles of Incorporation or By-Laws of the Corporation, any
general or specific action of the Board of Directors, the terms of any contract,
or as may be permitted or required by common law."
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 10
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PART F/S
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Financial Statements
Provided beginning on the following page are audited financial statements
for the Months ended March 31, 1999, and the years ended December 31, 1998 and
1997, prepared by Crouch, Bierwolf & Chisholm, the Issuer's Independent
Auditors.
C O N T E N T S
Independent Auditors' Report ............................................... 3
Balance Sheets ............................................................. 4
Statements of Operations ................................................... 5
Statements of Stockholders' Equity ......................................... 6
Statements of Cash Flows ................................................... 7
Notes to the Financial Statements .......................................... 8
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 11
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INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Snohomish Equity Corporation
We have audited the accompanying balance sheets of Snohomish Equity Corporation
(a Development Stage Company) as of March 31, 1999, December 31, 1998 and 1997
and the related statements of operations, stockholders' equity and cash flows
for the three months ended March 31, 1999 and the years ended December 31, 1998,
1997 and 1996 and from inception on April 8, 1992 through March 31, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Snohomish Equity Corporation (a
Development Stage Company) as of March 31, 1999, December 31, 1998 and 1997 and
the results of its operations and cash flows for the three months ended March
31, 1999 and the years ended December 31, 1998, 1997 and 1996 and from inception
on April 8, 1992 through March 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has minimal assets and no operations and is
dependent upon financing to continue operations. These factors raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in the Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
April 18, 1999
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 5
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Snohomish Equity Corporation
(a Development Stage Company)
Balance Sheets
Assets
<TABLE>
<CAPTION>
March 31, December 31,
--------- ------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Current assets
Cash $ -- $ -- $ --
------- ------- -------
Total Current Assets -- -- --
------- ------- -------
Total Assets $ -- $ -- $ --
------- ======= =======
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable -- -- --
------- ------- -------
Total Current Liabilities -- -- --
------- ------- -------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
2,010,000, 2,010,000 and 2,000,000
shares issued and outstanding, respectively 2,010 2,010 2,000
Additional Paid in Capital 6,990 6,990 6,000
Deficit Accumulated During the
Development Stage (9,000) (9,000) (8,000)
------- ------- -------
Total Stockholders' Equity -- -- --
------- ------- -------
Total Liabilities and Stockholders' Equity $ -- $ -- $ --
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 6
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
For the Deficit
Three Months Accumulated
Ended For the years ended December 31, during the
March 31, --------------------------------------------------- development
1999 1998 1997 1996 Stage
------------ ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Revenues: $ -- $ -- $ -- $ -- $ --
Expenses:
General & Administrative -- (1,000) -- -- (9,000)
------------ ----------- ------------- -------------- -----------
Total Expenses -- (1,000) -- -- (9,000)
------------ ----------- ------------- -------------- -----------
Net (Loss) $ -- $ (1,000) $ -- $ -- $ (9,000)
============ =========== ============= ============== ===========
Net Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ =========== ============= ============== ===========
Weighted average shares outstanding 2,010,000 2,010,000 2,000,000 2,000,000 2,001,727
============ =========== ============= ============== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 7
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Additional Deficit
Paid-in Accumulated
Capital During the
Common Stock (Discount on Development
Shares Amount Stock) Stage
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance at beginning of development
stage - April 8, 1992 2,000,000 $ 2,000 $ 6,000 $ --
Net loss December 31, 1992 -- -- -- (8,000)
--------- --------- --------- ---------
Balance, December 31, 1992 2,000,000 2,000 6,000 (8,000)
Net loss December 31, 1993 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 1993 2,000,000 2,000 6,000 (8,000)
Net loss December 31, 1994 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 1994 2,000,000 2,000 6,000 (8,000)
Net loss December 31, 1995 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 1995 2,000,000 2,000 6,000 (8,000)
Net loss December 31, 1996 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 1996 2,000,000 2,000 6,000 (8,000)
Net loss December 31, 1997 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 1997 2,000,000 2,000 6,000 (8,000)
Common stock issued for services 10,000 10 990 --
Net loss December 31, 1998 -- -- -- (1,000)
--------- --------- --------- ---------
Balance, December 31, 1998 2,010,000 2,010 6,990 (9,000)
Net loss for the three months ended
March 31, 1999 -- -- -- --
--------- --------- --------- ---------
Balance, March 31, 1999 2,010,000 $ 2,010 $ 6,990 $ (9,000)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 8
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
For the
Three From inception
Months on
Ended For the years ended December 31, March 31, April 8, 1992
March 31, --------------------------------------------- through
1999 1998 1997 1996 1999
--------- ------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Cash Flows form Operating
Activities
Net loss $ -- $(1,000) $ -- $ -- $(9,000)
Adjustments to reconcile
net loss to net cash
provided by operations
Shares issued for services -- 1,000 -- -- 1,000
--------- ------- ---------- ----------- -------
Net Cash Flows used in
Operating Activities -- -- -- -- (8,000)
--------- ------- ---------- ----------- -------
Cash Flows from Investment
Activities: -- -- -- -- --
--------- ------- ---------- ----------- -------
Cash Flows from Financing
Activities:
Stock issued for cash -- -- -- -- 8,000
--------- ------- ---------- ----------- -------
Net increase (decrease) in cash -- -- -- -- --
Cash, beginning of year -- -- -- -- --
--------- ------- ---------- ----------- -------
Cash, end of year $ -- $ -- $ -- $ -- $ --
--------- ======= ========== =========== =======
Supplemental Cash Flow Information
Cash Paid for:
Interest $ -- $ -- $ -- $ -- $ --
Taxes $ -- $ -- $ -- $ -- $ --
</TABLE>
The accompanying notes are an integral part of these financial statements
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 9
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Notes to The Financial Statements
March 31, 1999, December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Snohomish Equity Corporation is a Texas corporation organized on April
8, 1992 under the name of Snohomish Equity Group, Inc., for the purpose of
seeking out one or more potential business ventures. The Company was
formally reorganized in the State of Nevada on December 8, 1998.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $9,000 that will be offset
against future taxable income. Since the Company is in the development
stage, no provision for income taxes has been made.
Deferred tax assets and the valuation account is as follows at March
31, 1999 and December 31, 1998 and 1997.
March 31, December 31,
1999 1998 1997
------- ------- -------
Deferred tax asset:
NOL carrryforward $ 3,060 $ 3,060 $ 2,720
Valuation allowance (3,060) (3,060) (2,720)
------- ------- -------
Total $ -- $ -- $ --
======= ======= =======
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 10
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Notes to the Financial Statements
March 31, 1999, December 31, 1998 and 1997
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is dependent upon
raising capital to continue operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to raise additional funds to begin its
intended operations, or find an operating company to merge with.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and developing its
business operations in order to generate significant revenues.
NOTE 4 - Stockholders' Equity
In April 1992, 2,000,000 shares of common stock were issued in
exchange for cash of $8,000.
In January 1998, 10,000 shares of common stock were issued to officers
in exchange for services valued at $1,000.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 11
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
Each Exhibit is filed under an Exhibit Cover-page, and indexed by the
Exhibit Number, Description, and sequential page number of this Registration
Statement. Exhibit Table References Numbers refer to the number assigned each
category of documents by Part III of Form 1-A.
================================================================================
Exhibit Table Category / Description of Exhibit Page
Table Number
#
- --------------------------------------------------------------------------------
[2] Articles/Certificates of Incorporation, and By-Laws
- --------------------------------------------------------------------------------
2.1 Articles of Incorporation: Snohomish Equity Corporation. 21
- --------------------------------------------------------------------------------
2.2 By-Laws of Snohomish Equity Corporation. 23
- --------------------------------------------------------------------------------
[3] INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
3 Specimen Certificate: Class A Common Voting Equity Stock 34
- --------------------------------------------------------------------------------
[5] VOTING TRUST
================================================================================
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 12
<PAGE>
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 15, 1999
- --------------------------------- -------------------------------------
Pete Chandler Susan Sanchez
President/Director Secretary-Treasurer/Director
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 13
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation: Snohomish Equity Corporation.
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 14
<PAGE>
ARTICLES OF INCORPORATION
OF
Snohomish Equity Corporation.
Article I. The name of the Corporation is Snohomish Equity Corporation.
Article II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc..
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
50,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The name and address of the Incorporator of the corporation is
WILLIAM STOCKER, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, PHONE (949) 248-9561, FAX (949) 248-1688. The affairs
of the corporation shall be governed by a Board of Directors of not less than
one (1) nor more than (7) persons. The Incorporator shall act as Sole Initial
Director.
Article VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day, December 8, 1998.
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 15
- --------------------------------------------------------------------------------
Exhibit 2.2
By-Laws of Snohomish Equity Corporation.
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 16
<PAGE>
By-Laws
OF
Snohomish Equity Corporation.
A NEVADA CORPORATION
Article I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
Article II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
Section 2. Annual Meetings
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
Section 3. Special Meetings
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Section 4. Notices of Meetings
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 17
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 18
when deposited in the United States mail, addressed to the stockholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid. Closing of Transfer Books or Fixing Record Date.
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.
Section 5. Voting List.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (l0) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(l0) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
Section 6. Quorum.
At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 18
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 19
Section 7. Proxies.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
Section 8. Voting.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
Section 9. Order of Business.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
Section 10. Informal Action by Stockholders.
Unless otherwise provided by law, any action required to be taken, 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. Unless otherwise provided by law, any action required to
be taken, 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 a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
Section 11. Books and Records.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 19
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 20
or directors. In the event such right of inspection is granted to the
Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
Article III
BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
Section 2. Number, Tenure, and Qualifications.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
Section 3. Regular Meetings.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
Section 5. Notice.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 20
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 21
Section 6. Quorum.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
Section 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
Section 9. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
Section 10. Resignation.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
Section 11. Compensation.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 12. Executive and Other Committees.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 21
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 22
Article IV
OFFICERS
Section 1. Number.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
Section 5. President.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
Section 6. Chairman of the Board.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 22
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 23
Section 7. Secretary.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
Section 8. Treasurer.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
Section 9. Salaries.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The directors may authorize any officer or officers, agent or agents 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 evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the 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 officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 23
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 24
Section 4. Deposits.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the directors may select.
Article VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January
in each year, or on such other day as the Board of Directors shall fix.
Article VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
Article VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
Article IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Article X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 24
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 25
any special stockholders' meeting when the proposed amendment has been set out
in the notice of such meeting.
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 25
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 26
CERTIFICATION
The Secretary of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
Executed, this day of March 1, 1999.
--------------------------------------------
Susan Sanchez
Secretary
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 26
- --------------------------------------------------------------------------------
Exhibit 3
Specimen Certificate: Class A Common Voting Equity Stock
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 27
<PAGE>
<TABLE>
<CAPTION>
Number Snohomish Equity Corporation Shares
___________________ INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA ___________________
COMMON VOTING STOCK CUSIP NO Applied For COMMON VOTING STOCK
<S> <C> <C>
AUTHORIZED: 50,000,000 SHARES PAR VALUE: $0.001 FULLY PAID AND NON-ASSESSABLE
</TABLE>
THIS CERTIFIES THAT __________________________________
IS THE REGISTERED HOLDER OF __________________________
SHARES OF THE COMMON STOCK of Snohomish Equity Corporation, a Nevada
Corporation, transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate properly
endorsed.
Witness the facsimile Seal of the Corporation and the facsimile Signatures of
its duly authorized officers.
Dated:
======================================
Pete Chandler Snohomish Equity Susan Sanchez
President Corporation Secretary
Corporate Seal
Nevada
======================================
Snohomish Equity Corporation FORM 10-SB May 15, 1999 Page 28
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2,010
<OTHER-SE> (2,010)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<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>
