The accompanying notes are an integral part of
these interim financial statements.
The accompanying notes are an integral part of
these interim financial statements.
The accompanying notes are an integral part of
these interim financial statements.
Notes to the Financial Statements
March 31, 2016
(Unaudited)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Snoogoo Corp. (formerly Sawadee Ventures
Inc. and Casey Container Corp.), a Nevada corporation, was incorporated in the
State of Nevada on September 26, 2006. The Company's yearend is December 31. The
Company initially was formed to engage in the acquisition, exploration and
development of natural resource properties of merit and from September 2008 to
serve as a vehicle to acquire an operating business. Effective January 12, 2010,
the Company's Certificate of Incorporation was changed and the name of the
Company was changed to Casey Container Corp. ("Casey"). Casey's business plan
was to design and manufacture biodegradable PET and other polymer plastic
preforms for bottles and containers for the water, beverage and food industries
via a non-binding supply and license agreement with Bio-Tec Environmental, LLC.
On February 10, 2015, Casey Container Corp. filed a Certificate of Amendment to
its Articles of Incorporation with the State of Nevada changing its name to
Snoogoo Corp. and on February 11, 2015, entered into an Asset Purchase Agreement
for the acquisition of a new social information network technology that it plans
to use in order to launch web and mobile applications with broad global appeal.
The Company ceased activity regarding its biodegradable business plans.
BASIS OF PRESENTATION - In the opinion of management, the accompanying balance
sheets and related interim statements of operations, cash flows include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting principles generally accepted in the
United States of America ("U. S. GAAP"). Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses. Actual results and outcomes may
differ from managements' estimates and assumptions. Interim results are not
necessarily indicative of results for a full year. The information included in
this March 31, 2016 Form 10-Q should be read in conjunction with information
included in the December 31, 2015 Form 10-K.
THE COMPANY TODAY
The Company is currently a development stage company reporting under the
provisions of Statement of Financial Accounting Standard ("FASB") No. 7,
"Accounting and Reporting for Development Stage Enterprises."
On February 10, 2015, Casey Container Corp. filed a Certificate of Amendment to
its Articles of Incorporation with the State of Nevada changing its name to
Snoogoo Corp. and on February 11, 2015, entered into an Asset Purchase Agreement
for the acquisition of a new social information network technology that it plans
to use in order to launch web and mobile applications with broad global appeal.
In the same filing with the State of Nevada, the Company increased the number of
authorized Common shares to 1,000,000,000 and Preferred shares remained at
10,000,000. The Company is considered a "shell" company inasmuch as it has no
revenues, employees or material assets.
USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS - The Company has evaluated all recent
accounting pronouncements and believes that none will have a material effect on
the Company.
5
Snoogoo Corp.
(formerly Casey Container Corp.)
Notes to the Financial Statements
March 31, 2016
(Unaudited)
2. GOING CONCERN
The Company incurred net losses of $6,219,281 for the period from September 26,
2006 (Date of Inception) through March 31, 2016 and has commenced limited
operations, raising substantial doubt about the Company's ability to continue as
a going concern. The Company plans to continue to sell its restricted Common
shares for cash and borrow from its directors, officers, related and non-related
parties, as well as reduce its cash expenses. The ability of the Company to
continue as a going concern is dependent on receiving such equity capital funds
for cash and the success of the Company's plan. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
3. INTANGIBLES
The Company expensed all of its accumulated Intangibles as of December 31, 2015.
During the quarter ending March 31, 2016 and year-ended December 31, 2015, the
Company incurred zero costs relating to its acquisition of its new social
information network technology it plans to use to launch web and mobile
applications with broad global appeal (see Notes 1 "Description of
Business....." and 8 "Acquisition of Internet Search and Share Engine").
4. STOCKHOLDERS' EQUITY
At March 31, 2016 and December 31, 2015 the Company has 10,000,000 Preferred
shares authorized with a par value of $0.001 per share and 1,000,000,000 Common
shares authorized with a par value of $0.001 per share. At March 31, 2016 and
December 31, 2015, the Company has 164,989,701 and 162,989,701 Common shares
issued and outstanding respectively and no Preferred shares issued and
outstanding.
On January 6, 2015, the Company signed three Debt Settlement Agreements, whereby
the Company issued twenty million Restricted Common shares to its Chairman, one
million Restricted Common shares to a non-officer Director and five million
Restricted Common shares to a vendor, at $0.01 per share in exchange for
accounts payable and loans of $200,000, $10,000 and $50,000, respectively. The
$0.01 per share was the closing price of the Company's freely-traded shares on
the OTC.BB.
On January 27, 2015, the Company signed a Debt Settlement Agreement with its
CEO, President and CFO, whereby the Company issued 6.5 million Restricted Common
shares at $0.02 per share in exchange for $195,000 of accounts payable owed. The
closing price of the Company's freely-traded shares on the OTC.BB was $0.025 per
share.
On February 9, 2015, the Company sold for cash of $25,000 one million Restricted
Common shares at $0.025 to a non-related party. The closing price of the
Company's freely-traded shares on the OTC.BB was $0.05 per share.
On February 10, 2015, the Company entered into four Consulting Agreements with
non-related parties, issuing a total of 16 million shares for services at $0.05
per share.
On February 10, 2015, the Company filed a Certificate of Amendment to its
Articles of Incorporation with the State of
Nevada increasing the number of its authorized Common Shares from 250,000 to
1,000,000,000.
On February 11, 2015, the Company signed a Debt Settlement Agreement with its
CEO, President and CFO, whereby the Company issued 6,668,000 Restricted Common
shares at $0.05 per share in exchange for $200,040 of accounts payable owed. The
closing price of the Company's freely-traded shares on the OTC.BB was $0.05 per
share.
6
Snoogoo Corp.
(formerly Casey Container Corp.)
Notes to the Financial Statements
March 31, 2016
(Unaudited)
4. STOCKHOLDERS' EQUITY (continued)
On February 17, 2015, the Company signed Amendments to the Agreement to Serve on
the Board of Directors with its two independent Directors, whereby the Company
issued 4 million shares of restricted common shares, two million shares to each
director, at $0.06 per share, the closing price of the Company's freely-traded
shares.
On February 1, 2016, the Company signed Consulting Agreements for Investor
Relations and related services and issued 2 million shares of its Restricted
Common Stock at $0.004 per share, the closing price of the Company's
freely-traded shares on the OTC.BB.
5. RELATED PARTY TRANSACTIONS
As of March 31, 2016 and December 31, 2015, $165,612 and $95,859 respectively
was due to the Company's officers and Directors for unpaid expenses, fees and
loans.
On January 6, 2015, the Chairman and a Company the Chairman is not a
non-controlling owner, signed a Debt Settlement Agreement, converting loans of
$4,850 and $28,950, respectively, into 3,380,000 Restricted Common Shares at
$0.01 per share, the closing price of the freely-traded shares on the OTC.BB.
Amounts outstanding to Related Parties, at March 31, 2016 and December 31, 2015,
respectively, are unsecured:
March 31, December 31,
2016 2015
-------- --------
Unpaid expenses and fees to Officers/Directors $165,612 $ 95,859
Non-interest bearing loans to Related Parties
Chairman of the Board/Officer -- --
-------- --------
Total $ -- $ --
======== ========
|
6. NON-INTEREST BEARING LOANS
On January 28, 2011 and February 3, 2012, Auspice Capital, a non-related party
(formerly a related party), loaned the Company a total of $27,000 in
non-interest bearing loans of which $22,000 is outstanding as of March 31, 2016
and December 31, 2015.
The amounts of all non-interest bearing loans outstanding at March 31, 2016 and
December 31, 2015, respectively, are as follows:
March 31, December 31,
2016 2015
-------- --------
Total Non-interest bearing loans to a
Non-Related Party
Non-Officer/Director $ 22,000 $ 22,000
======== ========
|
7
Snoogoo Corp.
(formerly Casey Container Corp.)
Notes to the Financial Statements
March 31, 2016
(Unaudited)
7. INTEREST BEARING LOANS
On August 12 and 19, 2011, a nonrelated party loaned the Company $15,000 in an
interest-bearing Promissory Note, at 8% per annum and a one-time financing fee
of $9,900. The loan, one-time financing fee and unpaid accrued interest is due
upon the Company's receipt of the first funding of equity capital from an
investor group. On November 16, 2014, the loan was assigned to a Company that
the Chairman is a non-controlling shareholder. On January 6, 2015, the loan and
accrued interest was exchanged for 2,894,954 Restricted Common shares at $0.01
per share (see Note 4 "Stockholders' Equity" - January 6, 2015 transaction).
On August 27, 2012, the Company borrowed $40,000 in a ninety day non-interest
bearing Promissory Note and a one-time financing fee of $10,000 from a
non-related party. The one-time financing fee was expensed in the quarter ending
September 30, 2012. If the $50,000 was not paid within ninety days of the date
of the Promissory Note, interest at the rate of 10% per annum would begin
accruing until full payment is made. On January 31, 2013, the Company renewed
the original Promissory Note, extending the maturity date to April 30, 2013 and
on June 22, 2013, the maturity date
was extended to December 31, 2013. The accrued interest as of December 31, 2012
was reversed in the quarter ending March 31, 2013. The loan is unsecured.
The amounts of all interest-bearing loans and accrued interest outstanding as of
March 31, 2016 and December 31, 2015, respectively, follow:
March 31, December 31,
2016 2015
-------- --------
Related Party - principal $ -- $ 33,800
cumulative accrued interest -- --
Non-Related Party - principal 50,000 50,000
cumulative accrued interest 11,096 9,863
-------- --------
Total $ 61,096 $ 59,863
======== ========
|
8. AQUISITION OF INTERNET SEARCH AND SHARE ENGINE
On January 13, 2015, the Company signed a Letter Of Understanding ("LOU") to
acquire a new proprietary social information network technology that it planned
to use in order to launch web and mobile applications with broad global appeal.
The Company indicated it planned on using the proprietary technology as the
backbone of a new leading information network (see February 5, 2015 Form 8-K
filed with the SEC).
On February 11, 2015, the Company signed an Asset Purchase Agreement to acquire
certain intellectual property of the above referenced internet search and share
engine. The agreed consideration of $4 million is to be paid at the rate of 10%
of all future advertising revenue collected from the re-branded search and share
website as operated by the Seller.
8
Snoogoo Corp.
(formerly Casey Container Corp.)
Notes to the Financial Statements
March 31, 2016
(Unaudited)
9. SUBSEQUENT EVENTS
On May 25, 2016, the Board Of Directors approved the issuance of up to
20,000,000 Restricted Common shares at $0.01 per share ($200,000) plus
participation in a Revenue Sharing Agreement of $0.02 for each $1.00 of
advertising revenue the Company receives for a period of thirty-six months after
the effective date as defined in the Revenue Sharing Agreement. The payment of
the Revenue Sharing is earned on a pro-rata basis, based on the proportion each
investor makes towards the $200,000 total investment. Based on the full $200,000
being received from investors, if an investor invests $20,000 (10% of the
$200,000 total investment), such investor would receive 10% of $0.02 ($0.002)
for each dollar of advertising revenue the Company receives over the thirty-six
months period. The following six (6) investments have been received by the
Company pursuant to the Investment and Revenue Sharing Agreement Document:
On July 26, 2016, the Company received an investment of $37,500 and issued
3,750,000 Restricted Common shares at $0.01 per share. The certificate was
issued on August 30, 2016.
On August 5, 2016, the Company received two investments - one for $15,000 and
one for $36,000 and issued 1,500,000 and 3,600,000 Restricted Common shares
respectively at $0.01 per share.
On September 5, 2016, the Company received an investment of $3,750 and issued
375,000 Restricted Common shares at $0.01 per share on September 9, 2016.
On September 20, 2016, the Company received an investment of $20,000 and issued
2,000,000 Restricted Common shares at $0.01 per share. The Certificate was
issued on October 19, 2016.
On September 28, 2016, the Company received an investment of $10,000 and issued
1,000,000 Restricted Common shares at $0.01 per share. The Certificate was
issued on October 19, 2016.
On November 4 and December 6, the Company received a total investment of $17,000
and issued 1,700,000 Restricted Common shares at $0.01 per share. The
Certificate was issued on December 28, 2016.
DEBT SETTLEMENT AGREEMENTS WITH NON-RELATED PARTIES:
On August 31, 2016, the Company signed a Debt Settlement Agreement with a
non-related party issuing 2,000,000 Restricted Common shares at $0.01 per share
on September 6, 2016, in exchange for $20,000 of payables owed to the recipient.
On August 31, 2016, the Company signed a Debt Settlement Agreement with a
non-related party issuing 3,000,000 Restricted Common shares at $0.01 per share
on September 6, 2016, in exchange for $30,000 of payables owed to the recipient.
On September 1, 2016, the Company signed a Consulting Agreement and issued
4,000,000 Restricted Common shares at $0.01 per share on September 6, 2016.
On September 6, 2016, the Company signed a Debt Settlement Agreement with a
non-related party issuing 2,400,000 Restricted Common shares at $0.01 per share.
The certificate was issued on October 19, 2016.
9