SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
- --------------------------------------------------------------------------------
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(b) or (g) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
Snohomish Equity Corporation
(formerly Snohomish Equity Group, Inc)
- --------------------------------------------------------------------------------
July 15, 1999
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")
2,010,000
The EXHIBIT INDEX is located at page 21 of this Registration Statement
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 1
<PAGE>
- --------------------------------------------------------------------------------
PART I
- --------------------------------------------------------------------------------
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 submission for quotation on
the Over the Counter Bulletin Board, often called "OTCBB". This Issuer's common
stock is not presently quoted on the OTCBB or elsewhere and had never traded in
brokerage transaction. The requirements of the OTCCB 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. If and when this 1934 Act Registration is
effective and clear of comments by the staff, this issuer will be eligible for
consideration for the OTCBB upon submission of one or more NASD members for
permission to publish quotes for the purchase and sale of the shares of the
common stock of the issuer.
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. 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.
- --------------------------------------------------------------------------------
Item 1. Description of Business.
- --------------------------------------------------------------------------------
(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
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 2
<PAGE>
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 December 8, 1998, as Snohomish Equity
Corporation, 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.
(3) Period of Dormancy. Snohomish Equity Group, Inc., the predecessor of
this Issuer 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.
(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. It has no day to day operations at the
present time. Its officers and directors devote only insubstantial time and
attention to the affairs of this issuer at the present time, for the reason that
only such attention is presently required. Management does, however, constantly
review potential business combination proposals, and has adopted a conservative
and patient policy of seeking opportunities of exceptional quality, in
management's view, and to accept that it may have to wait longer, as a result,
before consummating any transactions to create profitability for its
shareholder.
While the Company does not intend to rule out its consideration to any
particular business or industry segment, Management has determined to focus its
interest in evaluating development stage companies in the electronic commerce,
communication and internet industry. Management regularly reviews proposals for
ventures in this area. It is possible that an outstanding opportunity may
develop in other industry segments, such as finance, brokerage, insurance,
transportation, communications, research and development, service, natural
resources, manufacturing or other high-technology areas.
Because of the Company's limited resources, and practical considerations,
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. 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 anticipate.
This Company is required to rely on Management's skill, experience and
judgement, both in regard to extreme selectivity, and in any final decision to
pursue any particular business venture, as well as the form of any business
combination, should agreement be reached at some point to acquire or combine.
Management is in turn reliant upon the experience of its principal shareholder.
For further information about the plans of this company, and about its principal
shareholder, please see Item 2 of this Part, MANAGEMENTS DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION, and also Item 7 of this Part, CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 3
<PAGE>
(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. While this issuer has little to recommend it competitively, as
against other so-called "Blank Check Companies", its prospects rest in the
skill and knowledge of management, and of management consultants, including
the principal shareholder, and such acquaintances and credibility they may
command among business brokers and promoters looking for dormant public
companies. This Issuer is not desperate or overly eager to find a business
partner, and its management has resolved to allow such time as may be
required to find an opportunity of superior value and potential.
Notwithstanding the confidence of management in its knowledge, skill and
that of its consultants and principal shareholder, there can be no
assurance that this issuer will prove competitively attractive to the kinds
of transactions it seeks. Please see MANAGEMENT'S DISCUSSION AND ANALYSIS,
Item 2 of this part, for an expanded discussion of these and related
subjects of disclosure.
(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.
- --------------------------------------------------------------------------------
Item 2. Managements Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------------------
(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. This Issuer's Management,
and this Issuer's Principal shareholder are in continuous receipt of
proposals from high-technology, telecommunication and internet projects,
some new start-up, some with significant research and development in
progress. It has not been and is not believed to be necessary for this
Issuer to advertise, or for management to travel in search of candidates.
It is likely that management might
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 4
<PAGE>
travel in connection with a candidate it intends to select and with which
it intends to enter into a committed relationship. Extensive due diligence
and evaluation of proposals is made by the principal shareholder in
connection with its own business, and perforce for the benefit of this
Issuer.
(i) Cash Requirements and of Need for additional funds, twelve months.
This Company has no immediate or forseeable need for additional
funding, from sources outside of its circle of shareholders, and their
consultants, during the next twelve months. The expenses of its audit,
legal and professional requirements, including expenses in connection
with this 1934 Act Registration of its common stock, have been and
continue to be advanced by its management and principal shareholder.
No significant cash or funds are required for its Management to
evaluate possible transactions. Management reports that proposals are
regularly made to the management and that it has not proven necessary
for management to engage in costly search procedures. The issuer
enjoys the non-exclusive use of office, telecommunication and
incidental supplies of stationary, provided by its Officers and
Attorneys. These Officers, Directors, and Attorneys of these issuer
are substantially the same as those of its principal shareholder, such
that its maintenance expenses are minimal and manageable during this
period and for the foreseeable future.
The following language is found in the notes of the independent
auditor: "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."
It is unlikely that this company can attract capital before it
identifies an acquisition target. It is likely that this company can
attract capital when it has done so, based upon the attractiveness of
businesses and assets to be acquired.
This Issuer accrued administrative expenses of only $1,000.00 in
1998, without revenues. These expenses represent advances for the
issuer by its principal shareholder. While expenses for 1999 will
increase without revenues, these expenses will consist of billings for
legal and accounting services, auditing and filing fees, performed by
the principal shareholder, including services of its counsel, and
advances for auditing and filing. The Issuer does not accrue any
Federal or State tax liability in its present condition, over and
above an annual maintenance fee for the State of Nevada of about $100
per year. The principal shareholder bills and invoices the issuer on
an agreed time-fee schedule and expects to defer receipt of payment
for its services and reimbursement for its advances, for legal,
accounting and professional services, at such time as corporate
liquidity is realized, following the identification of specific
acquisition of assets and businesses.
Management estimates that the expenses to be accrued, without
revenues, during the next eighteen months to be in a range of from
$10,000.00 to $20,000.00 maximum, depending on whether a combination
is effected sooner rather than later.
These arrangements are believed to be adequate for the next
eighteen months. In the event that no project is pursued within that
time, this Issuer would be required to seek an additional or
supplemental financial partner. However, market conditions seem to be
growing increasingly favorable to the kind of business that Management
is seeking, such that Management does not anticipate difficulty in
selecting a suitable business combination within the next twelve to
eighteen months.
This Issuer does not anticipate any contingency upon which it
would voluntarily cease filing reports with the SEC, even though it
may cease to be required to do so. It is in the
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 5
<PAGE>
compelling interest of this Issuer to report its affairs quarterly,
annually and currently, as the case may be, generally to provide
accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when
the Issuer's intended application for submission be effective.
(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.
(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. It has incurred only nominal accrued
expenses, without revenues to date.
(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. 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.
(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 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.
- --------------------------------------------------------------------------------
Item 3. Description of Property.
- --------------------------------------------------------------------------------
The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its officers and attorneys.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 6
<PAGE>
- --------------------------------------------------------------------------------
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------------------------
(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.
================================================================================
Common Stock SHAREHOLDER # Shares %
- --------------------------------------------------------------------------------
Intrepid International, S.A.
P. O. Box 8807 1,891,892 94.12
Panama City 5
Republic of Panama
- --------------------------------------------------------------------------------
SUBTOTAL PRINCIPAL SHAREHOLDER 1,891,892 94.12
- --------------------------------------------------------------------------------
J. Dan Sifford 531 0.03
3131 South West Freeway, #42
Houston, TX 77098
- --------------------------------------------------------------------------------
Kirt W. James 3,000 0.15
33481 Spinnaker
Dana Point CA 92629
- --------------------------------------------------------------------------------
Kirt W. James custodian 4500 0.22
for Jillian R. James
3842 Quail Hollow Drive
Salt Lake City, UT 84109
- --------------------------------------------------------------------------------
William Stocker Trustee 1500 0.07
The Johannes Michael Beelner Living Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
- --------------------------------------------------------------------------------
William Stocker Trustee 2562 0.13
The Osha Makai Smith Living Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
- --------------------------------------------------------------------------------
William Stocker/Boni Light TTEE 4500 0.22
The Fallowfield Family Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
- --------------------------------------------------------------------------------
Boni Light/William Stocker TTEE 1500 0.07
The Tommy Hawk Endowment Trust
31878 Del Obispo 118-606
San Juan Capistrano CA 92675 34996
- --------------------------------------------------------------------------------
SUBTOTAL OTHER AFFILIATES 18,093 0.90
- --------------------------------------------------------------------------------
TOTAL Other Affiliate Ownership 1,909,985 95.02
================================================================================
(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,
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 7
<PAGE>
naming them, and by all Officers and Directors as a group, without naming them,
of Registrant, known to or discoverable by Registrant.
================================================================================
COMMON STOCK Actual
SHAREHOLDER Ownership %
- --------------------------------------------------------------------------------
PETE CHANDLER President
430 4th Street 5,000 0.25
Ogden UT 84404
- --------------------------------------------------------------------------------
SUSAN SANCHEZ Secretary/
34155 Camino El Molino Treasurer 5,000 0.25
Capistrano Beach CA 92624
- --------------------------------------------------------------------------------
All Officers and Directors as a Group 10,000 0.50
- --------------------------------------------------------------------------------
Grand Total Shares 2,010,000 100.00
Issued and Outstanding
================================================================================
(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 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.
- --------------------------------------------------------------------------------
Item 5.
Directors, Executive Officers,
Promoters and Control Persons.
- --------------------------------------------------------------------------------
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 from Weber State University, in
finance and business administrations. . He also attended DeVry Institute of
Technology in Phoenix Arizona, where he studied computer information and
accounting systems. He serves as Director of Research & Finance, for Corporate
Relations & Management, Inc., from August 1999 and presently. From February 1997
until August 1999, he served as financial markets liaison to Jordan Richards
Associates. From October 1994 until October 1996, he was an investment
consultant to Everen Securities. From January 1, 1994 to October 1994, he was an
agent for New York Life Insurance Company. From August 1993 to December 1993, he
was a sales and leasing representative for Freeway Oldsmobile, Cadillac, Mazda.
Mr. Chandler is a Board Member of the Foster Care Citizens Board, appointed in
1995, and involved in its community service activities.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 8
<PAGE>
Susan Sanchez, SECRETARY/TREASURER/DIRECTOR, has been a self-employed
provider of paralegal, secretarial and administrative services for the last five
years, for various public and private corporate clients. During this time she
had become familiar with corporate and securities filings, NASD compliance, and
maintenance of corporate records and minutes.
While there are no arrangements for the resignation of these directors, it
is manifestly clear that they are nominees of Intrepid International, Ltd.
("Intrepid US"), the United States agency of Intrepid International, S. A., of
Panama. It is to be expected that present management would continue in office
until a business combination is effected and would retire in favor of new
management at that time.
- --------------------------------------------------------------------------------
Item 6. Executive Compensation.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------------------------------
(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
Representative and entered into a relationship with a group of corporate and
business specialists who, after contracting with the Panama 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. About early 1997, the founder's control block of
1,891,892 shares, was acquired by Intrepid International S.A., a Panama
Corporation.
Intrepid has two distinct relationships with this Issuer. The Panama
Company is the principal and controlling shareholder. The Nevada subsidiary is
the principal financial service provider under contract with the Issuer. The
following persons and their relationships to Intrepid are disclosed as follows:
Panama
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
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 9
<PAGE>
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. 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.
United States Representatives
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, directors and controlling persons 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 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,
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 10
<PAGE>
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, and is deemed to be, an
affiliate of the Issuer.
(c) Material Contracts. The relationships between Intrepid, as a financial
service provider, and the Issuer is memorialized in a written agreement, a copy
of which is attached as Exhibit 6.1 hereto. The special relationship between
Intrepid's General Counsel, as Special Securities Counsel to this Issuer, is
memorialized in a written agreement, a copy of which is attached as Exhibit 6.2
hereto.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 11
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
Item 1.
Market Price of and Dividends on
Registrant's Common Equity and
Other Shareholder Matters.
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
2nd 1998 None None 4th 1998 None None
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
Item 2. Legal Proceedings.
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Issuer.
- --------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
Item 5. Indemnification of Officers and Directors.
- --------------------------------------------------------------------------------
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 July 15, 1999 Sequential Page 12
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
Financial Statements
Provided beginning on the following page are audited financial statements
for the Three Months ended March 31, 1999, and the years ended December 31, 1998
and 1997. Crouch, Bierwolf & Chisholm are the Issuer's Independent Auditors.
CONTENTS
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 July 15, 1999 Sequential Page 13
<PAGE>
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 July 15, 1999 Sequential Page 14
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
Assets
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 July 15, 1999 Sequential Page 15
<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 July 15, 1999 Sequential Page 16
<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 July 15, 1999 Sequential Page 17
<PAGE>
Snohomish Equity Corporation
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
For the From inception
Three on
Months For the years ended December 31, April 8, 1992
Ended -------------------------------- through
March 31, March 31,
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 July 15, 1999 Sequential Page 18
<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 July 15, 1999 Sequential Page 19
<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 July 15, 1999 Sequential Page 20
<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. 23
- --------------------------------------------------------------------------------
2.2 By-Laws of Snohomish Equity Corporation. 25
- --------------------------------------------------------------------------------
[3] INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
3 Specimen Certificate: Class A Common Voting Equity Stock 36
- --------------------------------------------------------------------------------
[6] MATERIAL CONTRACTS
================================================================================
6.1 Intrepid International Financial Services Consulting Agreement 38
- --------------------------------------------------------------------------------
6.2 Attorney Disclosure and Special Relationship Agreement 44
================================================================================
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 21
<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: July 15, 1999
Pete Chandler Susan Sanchez
- ---------------------------------- -----------------------------------
Pete Chandler Susan Sanchez
President/Director Secretary-Treasurer/Director
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 22
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation: Snohomish Equity Corporation.
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 23
<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 July 15, 1999 Sequential Page 24
- --------------------------------------------------------------------------------
Exhibit 2.2
By-Laws of Snohomish Equity Corporation.
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 25
<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 July 15, 1999 Sequential Page 26
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 27
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 July 15, 1999 Sequential Page 27
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 28
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 July 15, 1999 Sequential Page 28
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 29
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 July 15, 1999 Sequential Page 29
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 30
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 July 15, 1999 Sequential Page 30
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 31
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 July 15, 1999 Sequential Page 31
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 32
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 July 15, 1999 Sequential Page 32
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 33
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 July 15, 1999 Sequential Page 33
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 34
any special stockholders' meeting when the proposed amendment has been set out
in the notice of such meeting.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 34
<PAGE>
Snohomish Equity Corporation.
BY-LAWS page 35
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
--------------------------------------------
Susan Sanchez
Secretary
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 35
<PAGE>
- --------------------------------------------------------------------------------
Exhibit 3
Specimen Certificate: Class A Common Voting Equity Stock
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 36
<PAGE>
Snohomish Equity Corporation
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
CUSIP NO Applied For
PAR VALUE: $0.001
Number Shares
*1-Cert #~* *2-Shares #~*
COMMON VOTING STOCK COMMON VOTING STOCK
AUTHORIZED: 50,000,000 SHARES FULLY PAID AND NON-ASSESSABLE
THIS CERTIFIES THAT *** 3-Name~ ***
IS THE REGISTERED HOLDER OF ** 4-SHARES~ **
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: 5~
=========================
Snohomish Equity
Pete Chandler Corporation Susan Sanchez
President Corporate Seal Secretary
Nevada
=========================
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 37
- --------------------------------------------------------------------------------
Exhibit 6.1
Intrepid International Financial Services Consulting Agreement
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 38
<PAGE>
Intrepid International
Financial Services
CONSULTING AGREEMENT
This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "IIL"), and SNOHOMISH EQUITY CORP. a Nevada Corporation,
(hereafter "Client") and dated January 1, 1999. In consideration of the mutual
promises terms and conditions herein set forth, the parties agree as follows:
1. Retainer Agreement.
Intrepid International, Ltd. is hereby retained as financial services
consultants for the Client, consistent with that certain DESCRIPTION OF MISSION
AND SERVICES OFFERED, a copy of which is Attachment 1 to this Consulting
Agreement, and incorporated herein by this reference as though fully set forth
herein. Among the services to be provided and contemplated by this arrangement
are the services of its President, Kirt W. James (billable at $125.00/hr), its
prime consultant, J. Dan Sifford Jr. (billable at $200.00/hr), and such
incidental secretarial services (billable at $85.00/hr) as may be reasonably and
necessarily performed by its secretary. Additional services may be performed by
subcontractors of IIL, subject to arrangements approved by Client in advance.
2. Services
IIL agrees to provide, as requested, the widest possible range of and
Financial Consulting services, to Management of Client, subject to, limited by
and consistent with that certain DESCRIPTION OF MISSION AND SERVICES OFFERED, a
copy of which is Attachment 1 to this Consulting Agreement, and incorporated
herein by this reference as though fully set forth herein. Such services
include, as requested by Client, coordination of public relations, shareholder
relations, audit coordination, certificate and transfer coordination,
coordination of relationships with market-makers and broker dealers in the
securities of Client and consulting services, incidental analysis and, where
appropriate, and subject to the accompanying ATTORNEY DISCLOSURE AGREEMENT,
written legal opinions by IIL Counsel acting, as requested by Client, as Special
Securities Counsel with Limited Authority, and the preparation and coordination
of annual, quarterly and current filings as may be required of the Client
pursuant to the Securities and Exchange Act of 1934 and Regulations of the
Securities and Exchange Commission promulgated pursuant to the 1934 Act.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 39
<PAGE>
Financial Services
CONSULTING AGREEMENT Page 40
3. Compensation
In consideration for such services, Client agrees to pay IIL pursuant to
fee schedule set forth in paragraph 1 above. Billings for services shall be
invoiced by IIL and paid upon receipt.
4. Payment of Expenses
IIL must secure in writing approval in advance for any expense that may be
contracted on behalf of Client in excess of $400 in the aggregate. Expenses, if
approved, are to be invoiced by IIL and paid upon receipt. In addition to
charges for services, Client will be billed for all normal and incidental
identifiable costs such as copying charges, telephone expenses, delivery fees,
filing fees, and transcription fees; however, travel expenses, expert witness
fees and other extraordinary charges will not be incurred without prior
approval.
5. Unpaid Charges
It is agreed that if at any time any invoice rendered by this Firm to
Client for investment banking, appropriate legal services and expenses remains
unpaid for any reason for longer than 30 days, we shall have the right to
discontinue performance of further services and to withdraw as your attorneys,
regardless of the status of any matter in which we will be involved and
regardless of any event or proceeding which may then be pending, unless we have
reached a subsequent written agreement with respect thereto.
6. Late Charges
An amount past due will incur a late charge, after 30 days, of 1.5% per
month (18% per annum) of the total unpaid balance. Late charges will continue to
accrue at the same rate on any unpaid balance during any collection efforts and
until the entire bill is paid in full, unless a subsequent agreement with
respect to such charges is made and reduced to writing. Should it become
necessary to seek collection of any past due statement, you agree to pay all
reasonable costs of collection including reasonable attorneys' fees and all
interest incurred.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 40
<PAGE>
Financial Services
CONSULTING AGREEMENT Page 41
7. Arbitration of Any Disputes
It is agreed that any dispute arising our of this Agreement, or the Firm's
representation of you, shall be resolved by binding arbitration in Las Vegas,
Nevada, by the American Arbitration Association.
8. Liability of IIL
In furnishing Client with advice and other services as requested, neither
IIL nor any owner, employee or agent of IIL, shall be liable to Client or its
creditors for ordinary errors of judgment or for anything except gross
negligence, wilful malfeasance, or bad faith, in the performance of its duties
or reckless disregard of its obligations and duties under the terms of this
agreement. It is further understood and agreed that IIL may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as herein provided, IIL shall not be accountable for any loss
suffered by Client by reason of Client's action or non-action on the basis of
advice, recommendation or approval of IIL, its owners, employees or agents.
9. Good Faith and Fair Dealing
All parties to this agreement hereby covenant expressly to deal with each
other honestly, fairly and in good faith in all respects, and to provide each
other with reasonable further assurances in furtherance of their mutual
performances with respect to this Agreement.
10. Independent Contractor
IIL is and shall at all times be understood and deemed to be an independent
contractor without authority to act or represent Client or its clients, except
as provided or authorized in this agreement.
11. Non-exclusivity
Client recognizes and acknowledges that this agreement is non-exclusive,
and that accordingly IIL now renders and may in the future render services to
other clients, some of which may be of a nature similar to those agreed to be
performed herein, or to clients with similar businesses, needing similar advice.
IIL is and shall be free to render any such service or advice and shall not be
required to devote full-time and attention to its obligations under this
agreement, but only such amount as is reasonably necessary.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 41
<PAGE>
Financial Services
CONSULTING AGREEMENT Page 42
12. Control
Nothing contained herein shall be deemed to require any action by any
Corporation contrary to law or its constituent documents or to relieve the board
of directors thereof from responsibility for control of the affairs of such
corporation.
13. Ownership of Files and Records
Except as to original records or any records or files which we accept upon
the understanding that they belong to you, it hereby is agreed that all files,
copies of documents, correspondence or other materials which we may accumulate
in connection with your representation, including copies of materials filed with
any regulatory agency, shall be the property of IIL. Upon the termination of the
engagement, IIL will return any property belonging to you upon your request.
Copies of our files and other materials which IIL may have accumulated during
our representation will be made available to Client at its expense; however, it
is specifically agreed that IIL shall have the right, in its discretion, to
dispose of these files at such times as it determines reasonably that such files
need not be retained any longer. After such destruction, such files will no
longer be available.
14. Termination
The term of this agreement shall begin with the complete execution hereof,
and shall continue in effect for until terminated by either party in writing.
Upon termination, all accrued charges shall be promptly invoiced and paid.
15. Miscellaneous
This agreement sets forth the entire agreement and understanding between
the parties and supersedes all prior discussions, agreements and understandings,
if any, of any and every kind and nature, between them. This agreement is made
and shall be construed and interpreted according to the laws of the Client's
place of Incorporation if that be Nevada or Texas, and if not, pursuant to the
laws of the State of Nevada.
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 42
<PAGE>
Financial Services
CONSULTING AGREEMENT Page 43
Intrepid International, Ltd.
by
Dan Sifford
---------------------------
Dan Sifford
U.S. Authorized Representative
The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
Snohomish Equity Corp.
Date: January 1, 1999 By: Pete Chandler
--------------------------------------------------------------------------
Pete Chandler, President
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 43
- --------------------------------------------------------------------------------
Exhibit 6.2
Attorney Disclosure and Special Relationship Agreement
- --------------------------------------------------------------------------------
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 44
<PAGE>
ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
William Stocker
ATTORNEY AT LAW
This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and SNOHOMISH EQUITY CORP. a Nevada
Corporation, (hereafter "Intrepid-Client"), and WILLIAM STOCKER, Intrepid's
General Counsel, and dated January 1, 1999. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties agree as follows:
A. SUMMARY.
Snohomish Equity Corp. has employed Intrepid International, Ltd. to perform
certain financial services to Client, some of which services are to be provided
for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.
WILLIAM STOCKER is actually General Counsel of Intrepid International, Ltd.
WILLIAM STOCKER will be authorized by this agreement to act as ostensible
Special Securities Counsel for Snohomish Equity Corp..
B. RECITALS
1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
hereby retained as financial services consultants for the Intrepid-Client,
pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
date herewith. Among the services contemplated to be provided by that
Agreement are the services of its General Counsel WILLIAM STOCKER, attorney
at law, as Special Securities Counsel for the Intrepid-Client.
2. Intrepid General Counsel. William Stocker, attorney at law, is General
Counsel to Intrepid, first and foremost and always, and this paramount
status and relationship has been and is hereby fully disclosed, in
connection with the Intrepid-Client's consideration of the potential
services of William Stocker as Special Counsel with Limited Authority, in
connection with, and only in connection with the services requested and
agreed to between Intrepid and the Intrepid-Client.
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 45
<PAGE>
3. Definition of "Special Counsel with Limited Authority". As used in this
Attorney Disclosure Agreement, this expression shall have the following
meaning, consistently and without exception: Intrepid General Counsel is
authorized, where appropriate to employ the designation "Special Counsel"
or "Special Securities Counsel" for the Intrepid-Client, in connection
with, and only in connection with services to and for the Intrepid-Client
requested by the Intrepid-Client to be performed by Intrepid pursuant to
the FINANCIAL SERVICES CONSULTING AGREEMENT of even date herewith. Intrepid
General Counsel, as between such Counsel and the Intrepid-Client, is not
Intrepid- Client's Counsel, nor counsel to the Intrepid-Client generally,
or in any other manner than specified in this definition. Special Counsel
will not take action which is not authorized by the Intrepid-Client nor
represent to any person any general authority to speak for or bind the
Intrepid-Client in any manner."
4. Intrepid-Client's right to decline the relationship. The Intrepid-Client
has been informed, and is informed hereby, that the Intrepid-Client is not
required to join in the special relationship disclosed and defined herein.
Intrepid-Client may employ or require its own counsel or independent
counsel for any and all purposes at its expense and in addition to its
obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as appropriate, to review and advise the Intrepid-Client as to any
matter arising from its relationship to Intrepid or Intrepid's Counsel.
5. Management's Preference. It is the desire of sophisticated management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect
to the limited authority and scope of the Special Counsel relationship, as
defined, and that no conflict of interest exists or is likely to arise from
the strict and precise observance of that relationship as defined.
Accordingly management understands, accepts and affirmatively requests such
an arrangement.
C. SPECIAL COUNSEL AGREEMENT
1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
and adopt that special technical relationship of Special Counsel with
Limited Authority as defined hereinabove, for the sole and separate purpose
of allowing Intrepid Counsel to perform services appropriate to the
services of Intrepid requested by the Intrepid-Client.
2. Billings. Special Counsel (Intrepid's Counsel) shall invoice and bill
applicable time and services to Intrepid, separately with respect to
matters applicable to this Intrepid-Client. Time shall be billable at
$250.00/hr, and such incidental secretarial services shall be billable at
$85.00/hr, as may be reasonably and necessarily performed by its secretary.
Additional services may
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 46
<PAGE>
be performed by subcontractor attorneys, subject to arrangements approved
by the Intrepid-Client in advance. Intrepid shall be responsible, as
between Intrepid and its counsel, for the compensation and discharge of its
Counsel's billings. Intrepid shall include Counsel's segregated billings
along with its own, and, as between Intrepid and the Intrepid-Client, the
Intrepid-Client shall be responsible to Intrepid for the total of its own
and Counsel's billings.
3. Termination. The terms of this agreement may be terminate by either
Intrepid-Client or Special Counsel at any time upon written or other
reasonable notice to the other.
4. Miscellaneous This agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature,
between them. This agreement is made and shall be construed and interpreted
according to the laws of the Intrepid-Client's place of Incorporation if
that be Nevada or Texas, and if not, pursuant to the laws of the State of
Nevada.
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
Dan Sifford William Stocker
- --------------------------- ---------------------------
Dan Sifford, U.S. Authorized Representative William Stocker
attorney at law
The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
Snohomish Equity Corp.
Date: January 1, 1999 By: Pete Chandler
--------------------------------------------------------------------------
Pete Chandler, President
Snohomish Equity Corporation FORM 10-SB July 15, 1999 Sequential Page 47
