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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10K-SB
(Mark one)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 2002
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 0-33519
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Snocone Systems Inc.
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(Name of small business issuer in its charter)
Nevada #98-0360989
--------- -----------
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
#440, 1555 E. Flamingo Road,
Las Vegas, Nevada 89119 (604) 681 -7806
- ------------------------------------- ------------------
(Address of principal executive offices) (Registrant's phone number)
Securities registered under Section 12(b) of the Act:
None
- ----
Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
- ----------------------------------------------
(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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.
(1) Yes [ X ] No [ ] (2) Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
Registrant's revenues for its most recent fiscal year: $nil
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
1
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405, 17 CFR 230.405)
Note - If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
Aggregate market value of voting common equity held by non-affiliates as of
December 31, 2002:
$ NIL
Aggregate market value of non-voting common equity held by non-affiliates as of
December 31, 2002: N/A
Indicate whether the registrant is an accelerated filer based on the market
value of its public float
held by non-affiliates at the end of the most recent second fiscal quarter:
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Outstanding shares of common stock as of December 31, 2002: 5,102,000
Outstanding shares of preferred stock as of December 31, 2002: Nil
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes [X] No [ ]
INDEX to Transitional Annual Report on Form 10-KSB for the Year Ended December
31, 2002
Part I Page
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Item 1 Description of Business 3
Item 2 Description of Property 5
Item 3 Legal Proceedings 5
Item 4 Submission of Matters to a Vote of Security Holders 5
Part II
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Item 5 Market for Common Equity and Related Stockholder Matters 5
Item 6 Management's Discussion and Analysis of Financial
Condition or Plan of Operation 5
Item 7 Financial Statements 7
Item 8 Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 14
Part III
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Item 9 Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act 14
Item 10 Executive Compensation 14
Item 11 Security Ownership of Certain Beneficial Owners and Management 15
Item 12 Certain Relationships and Related Transactions 15
Item 13 Exhibits and Reports on Form 8-K 15
Signatures 16
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
CORPORATE BACKGROUND
Snocone Systems Inc. ("Snocone" or the "Company") was incorporated under the
laws of the State of Nevada on October 12, 2000, under the name Cogen Systems
Inc., and is in its early developmental stage. The Company changed its name to
Snocone Systems Inc. on December 6, 2001. To date, Snocone's only activities
have been organizational, directed at acquiring its principal asset, raising its
initial capital and developing its business plan. The Company has generated no
revenues to date, has no assets and has part-time management. In addition, the
Company's auditors have expressed a going concern qualification with respect to
the Company's audited financial statements at December 31, 2002.
On October 12, 2000, Snocone acquired the ownership rights to certain
software and intellectual property from Walter Williams, the developer of the
software, who was compensated two thousand ($2,000) dollars and five thousand
(5,000 pre-split) shares of Snocone common stock. The other 25 owners were
compensated an aggregate of ten thousand (10,000 pre-split) shares. On
December 7, 2001; the Company conducted a 200 for 1 forward stock split,
increasing the number of shares of common stock held by the assignors of the
assets to 3,000,000 shares.
Snocone's business plan is to produce and sell its software, and related
products and services, to specific target markets. The software is being
designed for computer analysis of genomic and proteomic databases and is
expected to be useful to genetic researchers, research institutes, biotech
firms, universities and other similar types of customers. Snocone plans to
initially market the software by participating at tradeshows, seminars and
conventions. Snocone has not commenced commercial operations, has no full-time
employees and owns no real estate.
Funding Its Business Plan
- ----------------------------
The expenses of implementing the Company's business plan will exceed the
Company's current funding. The Company, therefore, will have to obtain
additional funding through an offering of its securities or through capital
contributions from its stockholders. No commitments to provide additional funds
have been made by management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. The Company has found it difficult to attract investment
in its technology and business concept and is currently undergoing a thorough
management review of its possibilities, business direction and available
opportunities.
Snocone estimates that it will require US$125,000 to achieve a sustainable
sales level, where ongoing operations can be funded out of revenues. This
capital infusion is intended to cover costs of advertising, hiring and paying
two to three sales people, and administrative expenses.
The Company plans to utilize debt and/or equity financings to fund its
short-term and long-term growth. The availability of future financings will
depend on market conditions. A portion of the funds may be used to grow the
business through acquisition of other businesses.
3
Snocone will need additional capital to carry out its business plan or to engage
in a combination with another business, if such opportunity should arise. No
commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available on terms acceptable to Snocone or at all. Snocone has no firm
commitments for capital expenditures at this time.
Competition
- -----------
Snocone is competing for financing and investor attention with an unlimited
number of other businesses in their start up phase. The Company is finding it
difficult to attract investor funding and to date has been unsuccessful in its
efforts to attract financing.
Many of Snocone's potential competitors for funding have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources than Snocone has
as it attempts to enter the marketplace. In addition, existing competitors may
be acquired by, receive investments from, or enter into other commercial
relationships with, larger, well-established and well-financed companies.
Competitors have and may continue to adopt aggressive pricing or availability
policies and devote substantially more resources to technology and methodology
development than Snocone.
Intellectual Property
- ----------------------
The Company recognizes the need to file patents, trademarks, and trade names on
the unique features of technology. The Company currently holds no such
registrations of its intellectual property which it believes could be applied
for and should be applied for once funding is available.
Government Regulation
- ----------------------
In general, several government agencies, such as the Food and Drug
Administration (FDA), Environmental Protection Agency (EPA), Copyrights and
Patents, have instigated specific laws and regulations which apply to genetics
and other research activity. It is possible for changes to occur in the
regulatory environment; however, the precise applicability of these laws and
regulations to genetic research is uncertain. The vast majority of such laws
were adopted prior to the advent of effective DNA sequencing and, as a result,
do not contemplate or address the unique issues of the research. Nevertheless,
numerous federal and state government agencies have already demonstrated
significant activity in promoting bans and enforcing other regulatory and
statutory changes.
Additionally, due to the increasing use of genetic information and research, it
is possible that new laws and regulations may be enacted with respect to the use
and availability of genetic information covering issues such as patient privacy,
cloning, patenting, pricing, ownership and standards of research and services,
manipulation, intellectual property rights and information security. The
adoption of such laws or regulations and the applicability of existing laws and
regulations to genetic information may impair the growth of genetic research and
result in a decline in the market for Snocone's software.
Employees
- ---------
Currently, the Company has no employees and relies upon its officers and
directors to further its affairs.
4
ITEM 2. DESCRIPTION OF PROPERTY
- -----------------------------------
The Company does not currently own or lease any property. The Company intends
to find a suitable space in the future, once funding is obtained and the
Company is able to pursue its business plan. Snocone's principal executive
offices are located at Suite 1200, 1090 West Pender Street, Vancouver, BC, V6E
2N7 where it shares office space at nominal rent; and its telephone number is
(604) 681-7806.
ITEM 3. LEGAL PROCEEDINGS
- ----------------------------
The Company is not party to any pending legal proceeding or litigation and
none of its property is the subject of a pending legal proceeding.
Further, the Company is not aware of any legal proceedings against it or its
property.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------------
No matters were submitted to the stockholders during the year ended December 31,
2002.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- -------------------------------------------------------------------------
No change since previous filing
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- --------------
Special Note Regarding Forward Looking Statements
Certain statements in this report and elsewhere (such as in other filings by the
Company with the Securities and Exchange Commission ("SEC"), press releases,
presentations by the Company of its management and oral statements) may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended to
identify these forward-looking statements. Actual results may materially differ
from any forward-looking statements. Factors that might cause or contribute to
such differences include, among others, competitive pressures and constantly
changing technology and market acceptance of the Company's products and
services. The Company undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements, which may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Overview
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Snocone is a Nevada corporation, incorporated on October 12, 2000. Snocone is a
development stage company that has acquired the intellectual property rights to
genetic research software. These rights were purchased on October 12, 2000 for
$2,000 and 15,000 shares of common stock (pre-split) from Walter Williams,
currently a director of Snocone, and other investors in the development of the
5
software. The 15,000 shares (pre-split) became 3,000,000 following board of
directors' approval of a 200 for 1 forward stock split on December 7, 2001.
PLAN OF OPERATION
- -------------------
Snocone's business is still in its development stage. The Company has not
generated any revenue to date. The Company planned to generate revenue by
completing the development of its genetic research software and then selling
licenses to the software or providing use of the software via the Internet on a
subscription basis. In addition, the Company planned to offer technical
assistance and training to its customers to assist them with setting up and
using the software.
Snocone's business plan has been to finish developing its genetic research
software products and commence marketing and selling its products and related
services to targeted markets. Over the past two months, the Company raised
$16,243 and used these funds in part to conduct an in depth market study of the
commercial potential for its software. (For the results of the study, please
see the sub-section "Plan of Operation" below.)
LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------
No material commitments for capital expenditures were made during the year ended
December 31, 2002. Snocone remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholders' equity.
The Company plans to utilize debt and/or equity financings to fund its
short-term and long-term growth. The availability of future financings will
depend on market conditions. A portion of the funds may be used to grow the
business through acquisition of other businesses.
Snocone will need additional capital to carry out its business plan or to engage
in a combination with another business, if such opportunity should arise. No
commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available on terms acceptable to Snocone or at all. Snocone has no firm
commitments for capital expenditures at this time.
The forecast of the period of time through which the Company's financial
resources will be adequate to support operations is a forward-looking statement
that involves risks and uncertainties. The actual funding requirements may
differ materially from this as a result of a number of factors including plans
to rapidly expand its new operations. The Company's auditors caution that there
can be no assurance that the Company will be able to continue as a going concern
or achieve material revenues or profitable operations.
Plan of Operation
- -------------------
For the most recent fiscal year, the company incurred a loss in the amount of
$50,793 compared to a loss of $470 in the previous year. Both years losses are a
result of organizational expenses and expenses associated with setting up a
company structure to begin implementing its business plan. The Company
anticipates that until these procedures are completed, it will not generate
revenues, and may continue to operate at a loss thereafter, depending upon the
performance of the business.
6
During the fiscal year ended December 31, 2002, the Company spent $14,014
towards the research and evaluation of the market potential for its software and
for a market feasibility report. The report stated that "Snocone faces
overwhelming barriers if it wishes to compete in its target market", and
identified five substantial barriers to success, including: (1) the market is
mature and comprised of mainly academic customers, (2) competing products are
available at no cost to academic customers, (3) competitors (mainly universities
and research institutions) have substantial funding in the $USD multi-millions,
(4) Snocone lacks industry personnel and contacts, and (5) Snocone has no
history and accomplishments in the industry.
The report concluded: "it appears unlikely that the Snocone software product
would succeed in the human genome research market."
During the period from October 12, 2000 (date of incorporation) through
December 31, 2002, the Company has engaged in no significant operations
other than organizational activities. The Company received no revenues
during this period.
For the current fiscal year ending December 31, 2002, the Company incurred a
loss as a result of organizational expenses and expenses associated with
implementing its business plan. The Company anticipates that until these
procedures are completed, it will not generate revenues, and may continue to
operate at a loss thereafter, depending upon the performance of its business.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to the Company or at all. The Company has no
commitments for capital expenditures. In the process of carrying out its
business plan, the Company may determine that it cannot raise sufficient capital
to support its business on acceptable terms, or at all. The possibility exists
that the board of directors may decide that it is in the best interests of the
corporation and its stockholders to enter into a new line of business
altogether.
ITEM 7. FINANCIAL STATEMENTS
- -------------------------------
Independent Auditors' Report 8
Balance Sheets as at December 31, 2002 and 2001 (audited) 9
Statements of Operations for the years ended December 31, 2002 and 2001 and for
The period from inception (October 12, 2000)through December 31, 2000(audited)10
Statements of Cash Flows for the year ended December 31, 2002 and 2001 and for
the period from inception (October 12, 2000) to December 31, 2000 (audited) 11
Statement of Stockholder's Equity for the period from inception (October 12,
2000) to December 31, 2002 (audited) 12
Notes to the Financial Statements 13
7
[GRAPHIC OMITED]
[GRAPHIC OMITED]
AUDITORS' REPORT
To the Stockholders and Directors
Snocone Systems Inc.
(A Development Stage Company)
We have audited the balance sheets of Snocone Systems Inc. (a development stage
company) as at December 31, 2002 and 2001, and the statements of operations,
stockholders' deficiency, and cash flows for the years ended December 31, 2002
and 2001, and for the period from October 12, 2000 (date of inception) to
December 31, 2002. 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 United States of America generally
accepted auditing standards. Those standards require that we plan and perform
an audit to obtain reasonable assurance whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2002 and
2001, and the results of its operations and cash flows for the years ended
December 31, 2002 and 2001, and for the period from October 12, 2000 (date of
inception) to December 31, 2002 in accordance with United States of America
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 1 to the
financial statements, the Company has suffered recurring losses and net cash
outflows from operations since inception. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note 1. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Vancouver, B.C. "Morgan & Company"
March 28, 2003 Chartered Accountants
[GRAPHIC OMITED]
[GRAPHIC OMITED]
8
Snocone Systems Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
December 31, December 31,
2002 2001
$ $
Assets
Cash 7,007 0
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable 47,628 6,228
Contingent Liability (Note 1)
Stockholders' Deficiency
Common Stock:
25,000,000 shares authorized with a par value of $.001; 5,102 5,000
5,102,000 shares issued and outstanding (5,000,000 prior year)
Additional Paid-in Capital 16,298 0
21,400 5,000
Deficit Accumulated During the Development Stage (62,021) (11,228)
(40,621) (6,228)
7,007 0
(The accompanying notes are an integral part of the financial statements)
9
Snocone Systems Inc.
(A Development Stage Company
Statements of Operations
(expressed in U.S. dollars)
Accumulated From
from October 12,
October 12, For the For the 2000
2000 (Date of Year Year (Date of
Inception) to Ended Ended Inception)
December 31, December December to December
2002 31, 2002 31, 2001 31, 2000
$ $ $ $
Expenses
Marketing feasibility 14,014 14,014 0 0
Administration 12,650 12,650
Rent 6,000 6,000 0 0
Professional fees 14,730 14,730
Office 3,399 3,399 0 0
Organization expenses 6,228 0 470 5,758
Technology cost 5,000 0 0 5,000
62,021 50,793 470 10,758
Net Loss (62,021) (50,793) (470) (10,758)
Net Loss Per Share (0.00) (0.00) (0.00)
Weighted Average Shares Outstanding 5,011,000 5,000,000 5,000,000
(The accompanying notes are an integral part of the financial statements)
10
Snocone Systems Inc.
(A Development Stage Company
Statements of Cash Flows
(expressed in U.S. dollars)
Accumulated From
from October 12,
October 12, For the For the 2000
2000 (Date of Year Year (Date of
Inception) to Ended Ended Inception)
December 31, December December to December
2002 31, 2002 31, 2001 31, 2000
$ $ $ $
Cash Flows to Operating
Activities
Net loss (62,021) (50,793) (470) (10,758)
Non cash items
Expenses not paid with cash 5,000 0 0 5,000
Accounts payable 47,628 41,400 470 5,758
Net Cash Used by Operating
Activities (9,393) (9,393) 0 0
Net Cash Provided by
Financing Activities:
Issuance of common stock 16,400 16,400 0 0
Net Cash Used by Investing
Activities 0 0 0 0
Change in cash 7,007 7,007 0 0
Cash - beginning of period 0 0 0 0
Cash - end of period 7,007 7,007 0 0
Non-Cash Financing Activities
A total of 3,000,000 shares
were issued for the
acquisition of technology 3,000 0 0 3,000
A total of 2,000,000 shares
were issued for organization
of the Company 2,000 0 0 2,000
5,000 0 0 5,000
(The accompanying notes are an integral part of the financial statements)
11
Snocone Systems Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From October 12, 2000 (Date of Inception) to December 31, 2002
(expressed in U.S. dollars)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Total Stage
# $ $ $ $
Balance - October 12, 2000
(Date of Inception) 0 0 0 0 0
Stock issued for $2,000
of organization expenses 2,000,000 2,000 0 2,000 0
Stock issued for technology 3,000,000 3,000 0 3,000 0
Net loss for the period 0 0 0 0 (10,758)
Balance - December 31, 2000 5,000,000 5,000 0 5,000 (10,758)
Net loss for the year 0 0 0 0 (470)
Balance - December 31, 2001 5,000,000 5,000 0 5,000 (11,228)
Stock issued for cash 102,000 102 16,298 16,400 0
Net loss for the year 0 0 0 0 (50,793)
Balance - December 31, 2002 5,102,000 5,102 16,298 21,400 (62,021)
(The accompanying notes are an integral part of the financial statements)
12
Snocone Systems Inc.
(A Development Stage Company)
Notes to Financial Statements
(expressed in U.S. dollars)
1. Development Stage Company
Snocone Systems Inc. herein (the "Company") was incorporated in the State
of Nevada on October 12, 2000, under the name Cogen Systems Inc., and is in
its early developmental stage. The Company changed its name to Snocone
Systems Inc. on December 6, 2001. To date, the Company's only activities
have been organizational, directed at acquiring its principal asset,
raising its initial capital and developing its business plan.
On October 12, 2000, the Company acquired the ownership rights to certain
software and intellectual property. The intellectual property assets
acquired include all licensing, modification, marketing, distribution and
sales rights worldwide in perpetuity. Under the terms of the Agreement and
Assignment of Intellectual Property Rights, the Company made a cash payment
of two thousand ($2,000) dollars and issued fifteen thousand (15,000)
shares of the Company's common stock, now three million (3,000,000) shares
following a forward stock split that was authorized by the Board of
Directors on December 7, 2001. A copy of the Agreement and Assignment of
Intellectual Property Rights is included as an exhibit to this registration
statement.
Since inception, the Company has suffered recurring losses and net cash
outflows from operations. The Company expects to continue to incur
substantial losses to complete the development of its business. Since its
inception, the Company has funded operations through common stock issuances
and the support of its creditors in order to meet its strategic objectives.
Management believes that sufficient funding will be available to meet its
business objectives, including anticipated cash needs for working capital,
and is currently evaluating several financing options, including a public
offering of securities. However, there can be no assurance that the Company
will be able to obtain sufficient funds to continue the development of and,
if successful, to commence the sale of, its products under development. As
a result of the foregoing, there exists substantial doubt about the
Company's ability to continue as a going concern. These financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
2. Summary of Significant Accounting Policies
(a) Year end
The Company's fiscal year end is December 31.
(b) Software Development Costs
The costs to develop new software products and enhancements to
existing software products will be expensed as incurred until
technological feasibility has been established. Once technological
feasibility has been established, any additional costs will be
capitalized.
(c) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the periods. Actual results could differ from
those estimates.
13
(d) Net Loss Per Share
Net loss per share is calculated using the weighted average number of
common shares outstanding during the period. Fully diluted loss per
share is not presented as the impact of the exercise of options is
anti-dilutive.
3. Related Party Transaction
An individual who became a director of the Company on December 7, 2001
received $2,000 cash and 1,000,000 common shares pursuant to the
acquisition of technology.
4. Subsequent Event
Subsequent to December 31, 2002, the Company issued 20,000 shares of common
stock for cash consideration of $3,200.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- --------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- ---------------------
There are no reportable disagreements on accounting or financial disclosure
issues.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
- ----------------------------------------------------------------------------
This table sets forth the name, age and position of each director and executive
officer of the Company :
NAME AGE POSITION
---- --- --------
Mona Remedios 33 President, Secretary,
Treasurer and Director
Piers VanZiffle 55 Director
Walter Williams 38 Director - Resigned November 1, 2002
ITEM 10. EXECUTIVE COMPENSATION
- ----------------------------------
No officer or director of the Company has received any remuneration from the
Company.
14
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
NUMBER OF PERCENTAGE OF
NAME SHARES HELD SHARES OWNED
---- ------------ -------------
Mona Remedios, President and Director 1,000,000 20.0%
#3 - 849 Tobruk Ave.
North Vancouver, BC V7P 1V9 CANADA
Piers Van Ziffle, Director 1,000,000 20.0%
#1455 - 409 Granville Street
Vancouver B.C., V6C 1T2, CANADA
Walter Williams 1,000,000 20.0%
#26, 16128 - 86th Avenue
Surrey, BC V4N 3T9 CANADA
ALL EXECUTIVE OFFICERS AND 2,000,000 40.0%
DIRECTORS AS A GROUP (3 persons)
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------------
No change since previous filing.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------------
EXHIBITS: None.
REPORTS ON FORM 8-K: None.
ITEM 14. CONTROLS AND PROCEDURES
- ------------------------------------
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Executive and Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure and
control procedures. Based upon that evaluation, the Chief executive and
Financial Officer concluded that the Company's disclosure and control procedures
are effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these subsequent to
the date of their evaluation.
15
SIGNATURES
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 capacities and on the dates indicated.
(Registrant) SNOCONE SYSTEMS INC.
Date: March 28, 2003 By: /s/ Mona Remedios
------------------- ---------------------
Name: Mona Remedios
---------------------
Title: President, Secretary and
--------------------------
Treasurer
---------
302 CERTIFICATION
I, Mona Remedios, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-KSB of Snocone Systems
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
5. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003 /s/ Mona Remedios
------------------------
Mona Remedios, Chief Financial Officer
16
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Snocone Systems Inc. (the
"Company") on Form 10-KSB for the period ended December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Mona Remedios, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Mona Remedios
________________________
Title: Chief Executive Officer and Chief Financial Officer
Date: March 28, 2003