FORM  10-K-SB

     SECURITIES  AND  EXCHANGE  COMMISSION
     Washington,  D.C.  20549



[X]  ANNUAL  REPORT
PURSUANT  TO  SECTION  13  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934


     Commission  File  Number:  000-26249


     SNOHOMISH  EQUITY  CORPORATION

     (formerly  SNOHOMISH  EQUITY  GROUP,  INC)



Nevada                                                             33-0507843
(Jurisdiction  of  Incorporation)     (I.R.S.  Employer  Identification  No.)


219  Broadway,  Suite  261,  Laguna  Beach  CA                          92651
(Address of principal executive offices)                           (Zip Code)


Registrant's  telephone  number,  including  area  code:     (949)  248-1765


Securities  registered  pursuant  to  Section  12(b)  of  the  Act:     None

Securities  registered  pursuant  to  Section  12(g)  of  the Act:     2,010,000

Yes[x]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.)

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent  filers
('229.405)  is  not  and  will  not  to  the  best  of Registrant's knowledge be
contained  herein,  in  definitive  proxy or information statements incorporated
herein  by  reference  or  any  amendment  hereto.)

As  of  12/31/99

     the  aggregate  number  of  shares held by non-affiliates was approximately
90,015  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
2,010,000.

     Exhibit  Index  is  found  on  page  13
                                        1
<PAGE>

                                     PART I


                                  INTRODUCTION

     We  filed  a  1934 Securities and Exchange Registration of our common stock
which  has  recently  become effective and clear of comments by the staff of the
Securities  and  Exchange  Commission. This Annual Report on Form 10-K-SB begins
our  normal,  annual,  quarterly  and  current  reporting. We became a reporting
company  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".  Our common stock is not presently quoted on the
OTCBB  or  elsewhere  and  had  never  traded  in  brokerage  transaction.  The
requirements  of  the  OTCBB  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. We do wish to report and provide
disclosure  voluntarily,  and will continue to file periodic reports even in the
event that our obligation to file such reports is excused or suspended under the
Exchange  Act.

     Our  corporation  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,  our  business plan 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 our present condition as disclosed in this
Report.
--------------------------------------------------------------------------------
                        ITEM 1.  DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------

(A)  HISTORICAL INFORMATION. We were 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 our Company. On or about April
27,  1992, we made our initial issuance of 2,000,000 shares of common stock to a
single  founders'  group  of  six related founders, for cash. We made no further
issuances  until after our 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, we incorporated a
wholly-owned  subsidiary,  Snohomish Capital Corporation, and 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  our  common stock have never traded, over the
counter or otherwise. Our predecessor remained dormant and inactive from 1993 to
the  present. About early 1997, the founder's control block of 1,891,892 shares,
was  acquired  by  Intrepid International S.A., a Panama Corporation. As of that
time,  there  were 107,108 shares issued and outstanding to persons who were and
are  (with  some  exceptions)  non-affiliate  shareholders.  We  were  formally
reorganized  and  our Articles of Incorporation re-stated in the State of Nevada
                                        2
<PAGE>

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 we
authorized  the Issuance of an additional 10,000 shares to its present officers,
pursuant to sec4(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.

 (B)  BUSINESS.  Our 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.


      (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,
                                        3
<PAGE>

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.

(C)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

(D)  GOVERNMENT  REGULATION. There are no issues of government regulation unique
to  this  Registrant  or  its  business.

(E)  COMPETITION.  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 6
of  part  II,  for  an  expanded  discussion  of  these  and related subjects of
disclosure.

(F)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions at this time.

(G)  EMPLOYEES.  None.  We  have  two  officers  not  classified  as  employees.

                                        4
<PAGE>

                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone  of  its  officers  and  attorneys.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending  against our Company, as of the
preparation  of  this  Report.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                                     [None.]

             The Remainder of this Page is Intentionally left Blank

                                        5
<PAGE>
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                                     PART II
--------------------------------------------------------------------------------

           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


(A)  MARKET INFORMATION. The Company, has one class of securities, Common Voting
Equity  Shares ("Common Stock"). The Company's Securities have never been quoted
in  the  over-the-counter  market,  or  elsewhere.

(B)  HOLDERS.  Management  calculates  that the approximate number of holders of
the  Company's  Common  Stock,  as  of  December  31,  1999,  was  107.

(C)  DIVIDENDS.  No  cash  dividends have been paid by the Company on its Common
Stock  and  no  such  payment  is  anticipated  in  the  foreseeable  future.

(D)  SALES  OF  UNREGISTERED  COMMON  STOCK  1999.
                                     [None.]


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN  OF  OPERATION FOR THE NEXT TWELVE MONTHS. We have had no activity in
1999  except for our Registration of our common stock, pursuant to section 12(g)
of  the  Securities  Exchange  Act  of  1934.

      (1)  CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
have  no  need  of  additional funds during the next twelve months, from sources
outside  of  our affiliates, to maintain our corporate franchise in the State of
our incorporation, and to file periodic reports as required of Registrants under
the  1934  Act.

      (2)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.
                                    [ None.]

      (3)  EXPECTED  PURCHASE  OR  SALE  OF  PLANT  AND  SIGNIFICANT  EQUIPMENT.
                                     [None.]

      (4)  EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.
                                     [None.]

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We have had no activity in 1999 except for our Registration of our common stock,
pursuant to section 12(g) of the Securities Exchange Act of 1934. We had general
and  administrative  expenses in 1999, which were legal and accounting costs, in
connection  with  our  1934  Registration.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 12 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as  though  fully  set  forth  herein.


                                     ITEM 8.
                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

                                     [None.]


                                        6
<PAGE>
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                                        7
<PAGE>
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                                    PART III
--------------------------------------------------------------------------------

                                     ITEM 9.
        DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     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.

     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.
(AIntrepid  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 10.  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 11.  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.

                                        8
<PAGE>
<TABLE>
<CAPTION>
<S>                                                        <C>        <C>
Beneficial Owners (more than 5%) 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
============================================================================
</TABLE>
             The Remainder of this Page is Intentionally left Blank

                                        9
<PAGE>
 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's knowledge
and  belief  the  following  disclosure  presents  the total beneficial security
ownership  of  all  Directors and Nominees, naming them, and by all Officers and
Directors  as  a  group,  without  naming  them,  of  Registrant,  known  to  or
discoverable  by  Registrant.
<TABLE>
<CAPTION>
<S>                                    <C>        <C>
Ownership of Management Common Stock   Actual
Shareholder                            Ownership        %
---------------------------------------------------------
Pete Chandler President
430 4th Street                             5,000     0.25
Ogden UT 84404
---------------------------------------------------------
Susan Sanchez   Secretary/Treasurer
34155 Camino El Molino                     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
=========================================================
</TABLE>

 (C)  CHANGES  IN  CONTROL.  There  are  no  arrangements  known  to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent  date  result  in  a  change  of control of the Issuer. The Issuer is
searching  for  a profitable business opportunity. The Issuer is searching for 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 12.  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:
                                       10
<PAGE>

     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 worlds largest free
trade  zone), and as Director of Panama's Social Security Administration. He has
also  served  as  the  President of the Panamanian Chamber of Commerce, and as a
member  of  the  Board  of  Presidential  Advisors  of  the  Republic of Panama.

     Teodoro  F.  Franco  L.,  Secretary and a Director of the Company, has, for
thirty  years,  been  a specialist in maritime and aviation law. Mr. Franco is a
partner  in  Franco  and Franco, one of the most prestigious law firms in Panama
with  offices around the world. In addition to his law practice he has served as
Panamanian  Consul  to  Liverpool,  England  and  for  the  past  five  years as
Ambassador  to Great Britain. The firm of Franco and Franco is regarded with the
highest  degree  of  integrity and professionalism in the business and political
community  in  Panama with its partners and several of its associates holding or
having  held public office. The firm practices maritime, aviation and commercial
law  and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM  (the  Dutch  national  airline),  VIASA  (the Venezuelan national airline),
Aeroflot  (the  Russian  national  airline)  and  various smaller Latin American
national  airlines as well as being the registered agents for thousands of ocean
going  ships  around  the world flying the Panamanian flag. Mr. Franco brings to
the  Company  a  wealth  of  international  legal,  commercial  and  diplomatic
experience.

     Leopoldo  Kennion  G., Treasurer and a Director of the Company, is, and has
for  twenty  years,  been  a  Certified  Public  Accountant  specializing  in
international  accounting  and  is  an  associate  in the law firm of Franco and
Franco.  Mr.  Kennion  practices  maritime,  aviation  and commercial accounting
serving  the specialized needs of the transnational clients of Franco and Franco
by  providing  an  interface  between  them  and  their  auditors.

     J.  Dan  Sifford,  Jr., is the United States Managing Director for Intrepid
International,  S.A.  (Panama).  He  is  fluent  in  the  Spanish  Language. His
biographical  information  is  found  below.

      The officers, 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
                                       11
<PAGE>

many  of  the  Latin  American  Governments, in particular, their air forces and
their  national  airlines.  As  customer  requirements  dictated,  separate
subsidiaries were established to handle specific activities, among them: Indiasa
Securities  Corporation,  to structure the financing necessary to facilitate the
transactions;  Indiasa  Aviation  Corporation,  to serve as an all cargo airline
operating  large  cargo aircraft throughout Latin America; and Overseas Aviation
Corporation, to buy, sell, lease and broker aircraft, and to provide services to
Indiasa Aviation Corporation and to other airlines. Indiasa, which is the parent
company of all the Panamanian companies formed by Mr. Sifford, operates, through
its partially owned subsidiary, Robmar International, S. A., plants in Argentina
and  Brazil  which  produce  high  temperature,  high  pressure  lubricants  and
sealants.  For  twelve  years ending in 1982, it operated, through its partially
owned  subsidiaries  Indiasa  Aviation  Corporation  and  Overseas  Aviation
Corporation,  an  all  cargo  airline  based  at Miami International Airport and
serving  points  throughout Central and South America and Africa. In addition to
his  general aviation experience, Mr. Sifford, an Airline Transport rated pilot,
has  twenty  two  years experience in the airline business, and is currently the
President  of  Airline  of the Virgin Islands, Ltd. a commuter passenger airline
operating  in  the  Caribbean.

     (B)  OTHER  RELATIONSHIPS. Certain Trusts have been listed as affiliates in
Item  4  of  this  part,  for the reason that the trustees are affiliates of the
Issuer.  In  addition  to  those  mentioned  in paragraph (a) preceding, William
Stocker,  Special  Securities  Counsel  to  this  Issuer, is also Counsel to the
Principal  Shareholder,  and  elects  to  be treated as, and is deemed to be, an
affiliate  of  the  Issuer.

   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.
                                     [None.]

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.
                                       12
<PAGE>

--------------------------------------------------------------------------------
                                  Exhibit Index

                       FINANCIAL STATEMENTS AND DOCUMENTS
               FURNISHED AS A PART OF THIS REGISTRATION STATEMENT
--------------------------------------------------------------------------------

     Each  Exhibit  is  filed  under  an  Exhibit Cover-page, and indexed by the
Exhibit  Number,  Description,  and  sequential  page  number  of  this  Report.

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                          <C>                                                                     <C>
Exhibit                                      Table Category  /  Description of Exhibit                             Number
                                     [3]   ARTICLES OF INCORPORATION AND BY-LAWS
-------------------------------------------------------------------------------------------------------------------------
3.1                                          ARTICLES OF INCORPORATION                                                 14
3.2                                          BY-LAWS                                                                   17
-------------------------------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS
-------------------------------------------------------------------------------------------------------------------------
F-1                                      Audited Financial Statements for the years ended December 31, 1999, 1998      26
=========================================================================================================================
</TABLE>
                                       13
<PAGE>

                 SUPPLEMENTARY INFORMATION TO BE FURNISHED WITH
              REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY
                REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
                       PURSUANT TO SECTION 12 OF THE ACT.

      No annual report or proxy material has been sent to security holders.

                                       14
<PAGE>
     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the
date  indicated.

                          SNOHOMISH EQUITY CORPORATION

                     (formerly SNOHOMISH EQUITY GROUP, INC)


Dated:
                       _________/s/_________        _________/s/__________
                            Pete Chandler                   Susan Sanchez
                        President/Director          Secretary-Treasurer/Director
                                       15
<PAGE>

                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       16
<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 Directorsof 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.
                                       17
<PAGE>

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.

                               ________/s/________
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       18
<PAGE>
--------------------------------------------------------------------------------
                                   Exhibit 3.2

                                     BY-LAWS
--------------------------------------------------------------------------------


                                       19
<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 determin 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
                                       20
<PAGE>

meeting. If mailed, such notice shall be deemed to be delivered 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  entitiled 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 prescibed 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.
                                       21
<PAGE>

                               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 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
                                       22
<PAGE>

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.

                               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.
                                       23
<PAGE>

              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.


                                   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.
                                       24
<PAGE>

                               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.

                              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.
                                       25
<PAGE>

                              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.

                              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.
                                       26
<PAGE>

                                  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 any special stockholders'
    meeting when the proposed amendment has been set out in the notice of such
                                    meeting.

                                  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.


                                _______/s/_______
                                  Susan Sanchez

                                       27
<PAGE>

--------------------------------------------------------------------------------
                                   Exhibit F-1
                          Audited Financial Statements
                    for years ending December 31, 1999, 1998
--------------------------------------------------------------------------------
                                       28
<PAGE>


                          SNOHOMISH EQUITY CORPORATION
                          (a Development Stage Company)
                              FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

                                       29
<PAGE>


     C  O  N  T  E  N  T  S

Independent  Auditors  Report          31
Balance  Sheets                        32
Statements  of  Operations             33
Statements  of  Stockholders  Equity   34
Statements  of  Cash  Flows            35
Notes  to  the  Financial  Statements  36-37

                                       30
<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 December 31, 1999 and 1998 and the related
statements of operations, stockholders  equity and cash flows for the years then
ended  and  from  inception  on  April 8, 1992 through December 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 December 31, 1999 and 1998 and the results of
its  operations  and  cash  flows for the three months ended  and the years then
ended  and  from  inception  on  April  8,  1992  through  December  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.

__________/s/_________
Salt  Lake  City,  Utah
March  27,  2000

                                       31
<PAGE>


<TABLE>
<CAPTION>
                          Snohomish Equity Corporation
                          (a development Stage Company)
                                Balance  Sheets
<S>                                          <C>             <C>
                                                       December 31,
                                                      1999      1998
---------------------------------------------------------------------
ASSETS
Current Assets
Cash                                         $           0   $     0
Total Current Assets                                     0         0
Total Assets                                 $           0   $     0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable                                    16,681         0
Total Current Liabilities                           16,681         0
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
Additional Paid in Capital                           6,990     6,990
Deficit Accumulated During the
Development Stage                                  (25,681)   (9,000)
=====================================================================
Total Stockholders' Equity                               0         0
=====================================================================
Total Liabilities and Stockholders' Equity   $           0   $     0
</TABLE>
The accompanying notes are an integral  part of these financial statements
                                       32
<PAGE>
                          Snohomish Equity Corporation
                          (a development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
<S>                                   <C>                   <C>         <C>
                                                                           Deficit
                                                                         Accumulated
                                                     For the years        During the
                                                   ended December 31,    Development
                                                     1999         1998      Stage
-------------------------------------------------------------------------------------
Revenues:                             $                 0   $        0  $          0
Expenses:
General & Administrative                          (16,681)           0       (25,681)
Total Expenses                                    (16,681)           0       (25,681)
Net (Loss)                                       ($16,681)  $        0      ($25,681)
Net Loss Per share                                ($0.008)  $        0       ($0.013)
Weighted Average shares outstanding             2,010,000    2,010,000     2,045,593
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       33
<PAGE>

                          Snohomish Equity Corporation
                          (a development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>



<S>                                  <C>           <C>      <C>                   <C>
                                                                                     Deficit
                                                                  Additional       Accumulated
                                                                    Paid-in         During the
                                         Common Stock              Capital         Development
                                     Shares        Amount    (Discount on Stock)      Stage
-----------------------------------------------------------------------------------------------
Balance at beginning of development
stage - April 8, 1992                   2,000,000  $ 2,000  $              6,000  $          0
Net Loss December 31, 1992                      0        0                     0        (8,000)
Balance December 31, 1992               2,000,000    2,000                 6,000        (8,000)
Net Loss December 31, 1993                      0        0                     0             0
Balance December 31, 1993               2,000,000    2,000                 6,000        (8,000)
Net Loss December 31, 1994                      0        0                     0             0
Balance December 31, 1994               2,000,000    2,000                 6,000        (8,000)
Net Loss December 31, 1995                      0        0                     0             0
Balance December 31, 1995               2,000,000    2,000                 6,000        (8,000)
Net Loss December 31, 1996                      0        0                     0             0
Balance December 31, 1996               2,000,000    2,000                 6,000        (8,000)
Net Loss December 31, 1997                      0        0                     0             0
Balance December 31, 1997               2,000,000    2,000                 6,000        (8,000)
Common Stock issued for services           10,000       10                   990             0
Net Loss December 31, 1998                      0        0                     0        (1,000)
Balance December 31, 1998               2,010,000    2,010                 6,990        (9,000)
Net Loss December 31, 1999                      0        0                     0       (16,681)
Balance December 31, 1999               2,010,000  $ 2,010  $              6,990      ($25,681)
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       34
<PAGE>

                          Snohomish Equity Corporation
                          (a development Stage Company)
                             Statement of Cash Flows
<TABLE>
<CAPTION>



<S>                                 <C>              <C>        <C>
                                                                  From Inception
                                                                          on
                                             For the Years           8-Apr-1992
                                                  ended                 through
                                                December 31,           March 31,
                                              1997       1996              1999
--------------------------------------------------------------------------------
Cash Flows from Operating
Activities
Net Loss                                  ($16,681)   ($1,000)         ($25,681)
Adjustments to reconcile
netl loss to net cash
provided by operations
Accounts Payable                            16,681          0            16,681
Shares issued for services                       0      1,000             1,000
Net Cash Flows used in
Operating Activities                             0          0            (8,000)
Cash Flows from Investment
Activities:                                      0          0                 0
Cash Flows from financing
Activities
Stock issued for cash                            0          0             8,000
Net increase (decrease) in cash                  0          0                 0
Cash, beginning of year                          0          0                 0
Cash, end of year                   $            0   $      0   $             0
Supplemental Cash Flow Information
Cash Paid for:
Interest                            $            0   $      0   $             0
Taxes                               $            0   $      0   $             0
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       35
<PAGE>

                          SNOHOMISH EQUITY CORPORATION
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 1999 and 1998

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 $25,681 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
December  31,  1999  and  1998.

                                                             December  31,
                                                   1999               1998
--------------------------------------------------------------------------
     Deferred  tax  asset:
        NOL  carrry forward                       $   3,852     $   3,060
     Valuation  allowance                            (3,852)       (3,060)
--------------------------------------------------------------------------
     Total                                        $     -0-     $      -0-

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.

     The  accompanying  notes are an integral part of these financial statements

                                       36
<PAGE>

                          SNOHOMISH EQUITY CORPORATION
                          (a Development Stage Company)
                       Notes to the  Financial Statements
                           December 31, 1999 and 1998

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.