UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ |
Commission File Number: 333-144888
SN Strategies Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 01-0660195 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1077 Balboa Avenue, Laguna Beach, California 92651 |
| (Address of principal executive offices) |
| (714) 651-8000 | |
| (Registrant’s telephone number including area code) | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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. xYes oNo
Indicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). oYes oNo
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | ||
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes o No | |||
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date. As of November 13, 2009, there were 4,500,012 shares of the issuer’s $.001 par value common stock issued and outstanding.
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SN STRATEGIES CORP.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
| September 30, 2009 (Unaudited) | December 31, 2008 | |||||||
| Current assets | ||||||||
| Cash | $ | 18 | $ | 788 | ||||
| Total current assets | 18 | 788 | ||||||
| Other assets | ||||||||
| Investment | 27,500 | 27,500 | ||||||
| Total assets | $ | 27,518 | $ | 28,288 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 55,761 | $ | 43,058 | ||||
| Income taxes payable | 800 | 800 | ||||||
| Convertible note payable | - | 3,000 | ||||||
| Note payable, related party | 1,250 | 23,500 | ||||||
| Total current liabilities | 57,811 | 70,358 | ||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $.001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding | - | - | ||||||
| Common stock, $.001 par value; 65,849,200 shares authorized, 4,500,000 and 3,787,646 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively | 4,500 | 3,788 | ||||||
| Additional paid-in capital | 132,929 | 90,369 | ||||||
| Deficit accumulated during the development stage | (167,722 | ) | (136,227 | ) | ||||
| Total stockholders’ equity (deficit) | (30,293 | ) | (42,070 | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | 27,518 | $ | 28,288 | ||||
See accompanying notes to unaudited financial statements.
2
SN STRATEGIES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, | Nine Months Ended September 30, | Inception (January 18, 2002) to | ||||||||||||||||||
| September 30, | ||||||||||||||||||||
| 2009 | 2008 | 2009 | 2008 | 2009 | ||||||||||||||||
| Net revenue | $ | 7,235 | $ | 8,150 | $ | 20,500 | $ | 16,911 | $ | 48,368 | ||||||||||
| Operating expenses | ||||||||||||||||||||
| Legal and professional | 6,864 | 7,343 | 25,664 | 34,571 | 114,049 | |||||||||||||||
| Dues and fees | 2,628 | 2,092 | 2,646 | 9,254 | 21,545 | |||||||||||||||
| Rent | 3,000 | 3,000 | 8,000 | 9,000 | 23,900 | |||||||||||||||
| General and administrative | 5,836 | 4,537 | 13,295 | 8,654 | 30,241 | |||||||||||||||
| Total operating expenses | 18,328 | 16,972 | 49,605 | 61,479 | 189,735 | |||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income (expense), net | (32 | ) | (489 | ) | (1,590 | ) | (913 | ) | (2,555 | ) | ||||||||||
| Loss from continuing operations before income taxes | (11,125 | ) | (9,311 | ) | (30,695 | ) | (45,481 | ) | (143,922 | ) | ||||||||||
| Provision for income taxes | - | - | 800 | 800 | 2,400 | |||||||||||||||
| Loss from continuing operations | (11,125 | ) | (9,311 | ) | (31,495 | ) | (46,281 | ) | (146,322 | ) | ||||||||||
| Discontinued operations | - | - | - | - | (21,400 | ) | ||||||||||||||
| Net loss | $ | (11,125 | ) | $ | (9,311 | ) | $ | (31,495 | ) | $ | (46,281 | ) | $ | (167,722 | ) | |||||
| Net loss per common share from continuing operations – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.05 | ) | |||||
| Net loss per common share from discontinued operations – basic and diluted | $ | - | $ | - | $ | - | $ | - | $ | (0.01 | ) | |||||||||
| Weighted average of common shares – basic and diluted | 4,500,000 | 3,787,646 | 4,027,707 | 3,787,646 | 2,859,157 | |||||||||||||||
See accompanying notes to unaudited financial statements.
3
SN STRATEGIES CORP.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR THE PERIOD FROM INCEPTION (JANUARY 18, 2002) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
| Deficit | ||||||||||||||||||||
| Common Stock | Accumulated | |||||||||||||||||||
Number of Shares | Amount | Additional Paid-In Capital | During Development Stage | Total Stockholders’ Equity (Deficit) | ||||||||||||||||
| Balance, January 18, 2002 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Issuance of founder shares for services, January 30, 2002 | 1,580,381 | 1,580 | 4,420 | - | 6,000 | |||||||||||||||
| Issuance of common stock, November 1, 2002 | 989,055 | 989 | 36,561 | - | 37,550 | |||||||||||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 900 | - | 900 | |||||||||||||||
| Net loss | - | - | - | (8,889 | ) | (8,889 | ) | |||||||||||||
| Balance, December 31, 2002 | 2,569,436 | 2,569 | 41,881 | (8,889 | ) | 35,561 | ||||||||||||||
| Distributions to shareholders | - | - | (32,750 | ) | - | (32,750 | ) | |||||||||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 1,200 | - | 1,200 | |||||||||||||||
See accompanying notes to unaudited financial statements.
4
SN STRATEGIES CORP.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR THE PERIOD FROM INCEPTION (JANUARY 18, 2002) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
| Common Stock | |||||||||||
Number of Shares | Amount | Additional Paid-In Capital | Deficit Accumulated During Development Stage | Total Stockholders’ Equity (Deficit) | |||||||
| Net loss | - | - | - | (3,273) | (3,273) | ||||||
| Balance, December 31, 2003 | 2,569,436 | 2,569 | 10,331 | (12,162) | 738 | ||||||
| Additional paid-in capital contributed by related party | - | - | 832 | - | 832 | ||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 1,200 | - | 1,200 | ||||||
| Net loss | - | - | - | (3,889) | (3,889) | ||||||
| Balance, December 31, 2004 | 2,569,436 | 2,569 | 12,363 | (16,051) | (1,119) | ||||||
| Additional paid-in capital contributed by related party | - | - | 50 | - | 50 | ||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 1,200 | - | 1,200 | ||||||
| Net loss | - | - | - | (2,440) | (2,440) | ||||||
| Balance, December 31, 2005 | 2,569,436 | 2,569 | 13,613 | (18,491) | (2,309) | ||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 1,200 | - | 1,200 | ||||||
| Net loss | - | - | - | (2,909) | (2,909) | ||||||
| Balance, December 31, 2006 | 2,569,436 | 2,569 | 14,813 | (21,400) | (4,018) | ||||||
| Issuance of common stock, May 18, 2007 | 576,181 | 576 | 34,424 | - | 35,000 | ||||||
| Issuance of common stock, May 31, 2007 | 288,090 | 288 | 17,212 | - | 17,500 | ||||||
| Issuance of common stock, June 7, 2007 | 353,939 | 354 | 21,146 | - | 21,500 | ||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 900 | - | 900 | ||||||
| Conversion of note receivable | - | - | 1,875 | 1,875 | |||||||
| Net loss | - | - | - | (58,882) | (58,882) | ||||||
See accompanying notes to unaudited financial statements.
5
SN STRATEGIES CORP.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR THE PERIOD FROM INCEPTION (JANUARY 18, 2002) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
| Common Stock | Deficit | |||||||||||||||||||
Number of Shares | Amount | Additional Paid-In Capital | Accumulated During Development Stage | Total Stockholders’ Equity (Deficit) | ||||||||||||||||
| Balance, December 31, 2007 | 3,787,646 | 3,788 | 90,369 | (80,282 | ) | 13,875 | ||||||||||||||
| Net loss | - | - | - | (55,945 | ) | (55,945 | ) | |||||||||||||
| Balance, December 31, 2008 | 3,787,646 | 3,788 | 90,369 | (136,227 | ) | (42,070 | ) | |||||||||||||
| Conversion of debt, June 19, 2009 | 712,354 | 712 | 42,560 | 43,272 | ||||||||||||||||
| Net loss | - | - | - | (31,495 | ) | (31,495 | ) | |||||||||||||
| Balance, September 30, 2009 | 4,500,000 | $ | 4,500 | $ | 132,929 | $ | (167,722 | ) | $ | (30,293 | ) | |||||||||
See accompanying notes to unaudited financial statements.
6
SN STRATEGIES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Inception | ||||||||||||
Nine Months Ended September 30, | (January 18, 2002) to | |||||||||||
| September 30, | ||||||||||||
| 2009 | 2008 | 2009 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net loss | $ | (31,495 | ) | $ | (46,281 | ) | $ | (167,722 | ) | |||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||||||||||||
| Cost of services paid for with common stock | - | - | 6,000 | |||||||||
| Additional paid-in capital in exchange for facilities provided by related party | - | - | 6,600 | |||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Decrease (increase) in prepaid expenses | - | 6,250 | - | |||||||||
| Increase in accounts payable and accrued expenses | 15,850 | 14,917 | 58,108 | |||||||||
| Increase in income taxes payable | - | 800 | 1,600 | |||||||||
| Net cash used in operating activities | (15,645 | ) | (24,314 | ) | (95,414 | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Promissory note receivable | - | - | (25,000 | ) | ||||||||
| Increase in interest on note receivable | - | - | (625 | ) | ||||||||
| Net cash used in investing activities | - | - | (25,625 | ) | ||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from issuance of common stock | - | - | 111,550 | |||||||||
| Distributions to shareholders | - | - | (32,750 | ) | ||||||||
| Capital contributions | - | - | 882 | |||||||||
| Proceeds from note payable, related party | 14,875 | 23,500 | 38,375 | |||||||||
| Proceeds from convertible note payable | - | 3,000 | 3,000 | |||||||||
| Net cash provided by financing activities | 14,875 | 26,500 | 121,057 | |||||||||
| Net (decrease) increase in cash | (770 | ) | 2,186 | 18 | ||||||||
| Cash, beginning of period | 788 | 216 | - | |||||||||
| Cash, end of period | $ | 18 | $ | 2,402 | $ | 18 | ||||||
| Supplemental disclosure of cash flow information | ||||||||||||
| Income taxes paid | $ | 800 | $ | - | $ | 4,800 | ||||||
| Interest paid | $ | - | $ | - | $ | - | ||||||
| Conversion of note payables and accrued | ||||||||||||
| interest into common stock | $ | 43,272 | $ | - | $ | 43,272 | ||||||
| Conversion of note receivable and accrued | ||||||||||||
| interest into common stock of long term investment | $ | - | $ | - | $ | 25,625 | ||||||
| Gain on conversion | $ | - | $ | - | $ | 1,875 | ||||||
See accompanying notes to unaudited financial statements.
7
SN STRATEGIES CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
| 1. | NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
Nature of Operations
SN Strategies Corp. (“the Company”) was incorporated under the laws of the State of Nevada on January 18, 2002 under the original name “Klean Kast Solutions, Inc”. On April 22, 2007, the Company filed amended and restated articles and changed its name to “SN Strategies Corp”.
SN Strategies Corp. is an internet company that specializes in developing social networking applications, known as widgets, which are designed to engage, provide information and gather intelligence from users. A widget is a type of user interface that allows people to interact with a computer and computer-controlled devices that employ graphical icons, visual indicators or special graphical elements, along with text labels or text navigation to represent the information and actions available to a user. The Company is headquartered in Laguna Beach, California.
SN Strategies Corp. is currently a development stage company under the provisions of ASC 915, “Development Stage Entities”. For the nine months ended September 30, 2009, the Company produced only minimal revenues and will continue to report as a development stage company until significant revenues are produced.
The Company has evaluated subsequent events through November 12, 2009, the date these financial statements were issued.
Basis of Presentation
The unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements included in the Company’s report on Form 10-K of SN Strategies Corp. for the year ended December 31, 2008. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2008 included in the Company’s report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported periods. Actual results could materially differ from those estimates.
Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 on July 1, 2009. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.
On April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’s results of operations or financial condition.
On April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition.
8
SN STRATEGIES CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Continued)
Recent Accounting Pronouncements (continued)
On July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU 2009-13). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 to have a material impact on the Company’s results of operations or financial condition.
2. GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred a net operating loss of $167,722 from inception (January 18, 2002) through September 30, 2009.
The Company is subject to those risks associated with development stage companies. The Company has sustained losses since inception and additional debt or equity financing may be required by the Company to fund its development activities and to support operations. However, there is no assurance that the Company will be able to obtain additional financing. Furthermore, there is no assurance that rapid technological changes, changing customer needs and evolving industry standards will enable the Company to introduce new products on a continual and timely basis so that profitable operations can be attained.
| 3. | FAIR VALUE MEASUREMENTS |
Determination of Fair Value
At September 30, 2009, the Company calculated the fair value of its assets and liabilities for disclosure purposes only.
Valuation Hierarchy
ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:
| • | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
| • | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| • | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.) |
The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2009 and December 31, 2008:
| September 30, 2009 | December 31, 2008 | ||||||||||||
| Level | Fair Value | Carrying Amount | Fair Value | Carrying Amount | |||||||||
| Assets | |||||||||||||
| Cash | 1 | $ | 18 | $18 | $788 | $ | 788 | ||||||
| Investment | 3 | 27,500 | 27,500 | 27,500 | 27,500 | ||||||||
| Liabilities | |||||||||||||
| Accounts payable and accrued expenses | 3 | 55,761 | 55,761 | 43,858 | 43,858 | ||||||||
| Convertible note | 2 | - | - | 3,000 | 3,000 | ||||||||
| Related party notes | 3 | 1,250 | 1,250 | 23,500 | 23,500 | ||||||||
9
4. CONVERTIBLE NOTE PAYABLE
On January 4, 2008, the Company entered into a convertible promissory note agreement to obtain a loan for $3,000. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest must be repaid by January 4, 2010. The note accrued interest at the rate of 10% per annum. The note holder and the Company had the right from and after March 4, 2008, and until the maturity date, to convert all or any portion of the outstanding principal balance and any unpaid accrued interest into shares of the Company’s common stock on the basis of $0.10 per share. At September 30, 2009, the principal balance is $0 and accrued interest is $0. Interest expense was $144 and $226 for the nine months ended September 30, 2009 and 2008, respectively. On June 18, 2009, the note was amended to reflect a conversion price of $0.08 per share. On June 19, 2009 the holder converted $3,000 of principal and $447 of accrued interest into 56,740 shares of the Company’s common stock.
5. NOTES PAYABLE, RELATED PARTY
On April 15, 2008, the Company entered into a promissory note agreement to obtain a loan for $13,000 with a major shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at the option of the Company, in whole or in part without penalty. At September 30, 2009, the principal balance is $0 and accrued interest is $0. Interest expense was $614 and $607 for the nine months ended September 30, 2009 and 2008, respectively.
On July 29, 2008, the Company entered into a promissory note agreement to obtain a loan for $4,500 with a major shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at the option of the Company, in whole or in part without penalty. At June 30, 2009, the principal balance is $0 and accrued interest is $0. Interest expense was $213 and $0 for the six months ended June 30, 2009 and 2008, respectively.
On September 29, 2008, the Company entered into a promissory note agreement to obtain a loan for $6,000 with a major shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at the option of the Company, in whole or in part without penalty. At September 30, 2009, the principal balance is $0 and accrued interest is $0. Interest expense was $283 and $1 for the nine months ended September 30, 2009 and 2008, respectively.
On January 16, 2009, the Company entered into a promissory note agreement to obtain a loan for $4,625 with a major shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at the option of the Company, in whole or in part without penalty. At September 30, 2009, the principal balance is $0 and accrued interest is $0. Interest expense was $198 and $0 for the nine months ended September 30, 2009 and 2008, respectively.
On May 8, 2009, the Company entered into a promissory note agreement to obtain a loan for $9,000 with a major shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at the option of the Company, in whole or in part without penalty. At September 30, 2009, the principal balance is $0 and accrued interest is $0. Interest expense was $105 and $0 for the nine months ended September 30, 2009 and 2008, respectively.
On June 19, 2009, the holder of the above five notes converted $37,125 of principal and $2,700 of accrued interest into 655,614 shares of the Company’s common stock.
On June 26, 2009, the Company entered into a promissory note agreement to obtain a loan for $1,250 with a major shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at the option of the Company, in whole or in part without penalty. At September 30, 2009, the principal balance is $1,250 and accrued interest is $33. Interest expense was $33 and $0 for the nine months ended September 30, 2009 and 2008, respectively.
6. STOCKHOLDER’S EQUITY
The Company is authorized to issue up to 65,849,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock. Each share of common stock shall entitle the holder to one vote, in person or by proxy, on any matter on which action of the stockholders of this corporation is sought. The holders of shares of preferred stock shall have no right to vote such shares, with certain exceptions as determined by the Board of Directors of this corporation or as otherwise provided by the Nevada General Corporation Law, as amended from time to time.
10
SN STRATEGIES CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
6. STOCKHOLDER’S EQUITY (continued)
In January 2002, the Company issued 1,580,381 shares of its common stock to its founders in exchange for reimbursement of organizational costs and related expenses. The value of such costs and related expenses totaled $6,000.
In November 2002, the Company performed a private placement and issued 989,055 shares of common stock at $0.038 per share for an aggregate total of $37,550.
On April 22, 2007, the Company effected a one for five (1:5) reverse stock split whereby each share of the Company’s common stock outstanding was converted into 0.20 of a share of the Company’s common stock. Accordingly, the outstanding common stock and per share amounts have been retroactively stated to reflect the stock split within the Company’s financial statements, pursuant to SEC Staff Accounting Bulletin, Topic 4C.
On May 18, 2007, the Company performed a private placement and issued 576,181 shares of common stock at $0.06 per share for an aggregate total of $35,000.
On May 31, 2007, the Company performed a private placement and issued 288,090 shares of common stock at $0.06 per share for an aggregate total of $17,500.
On June 7, 2007, the Company performed a private placement and issued 353,939 shares of common stock at $0.06 per share for an aggregate total of $21,500.
In July 2007, the Company submitted its Registration Statement on Form SB-2 for the registration of 1,025,000 shares of its outstanding common stock. On August 6, 2007, the Company’s registration statement was declared effective by the Securities and Exchange Commission.
On June 19, 2009, the Company issued 712,354 shares of its common stock in payment of $43,272 of principal and interest owed to certain note holders.
On July 9, 2009, the Company effected a one for 1.316984 forward stock split whereby each share of the Company’s common stock outstanding was converted into 1.316984 shares of the Company’s common stock. Accordingly, the outstanding common stock and per share amounts have been retroactively stated to reflect the stock split within the Company’s financial statements, pursuant to SEC Staff Accounting Bulletin, Topic 4C.
7. PROVISION FOR INCOME TAXES
As of September 30, 2009, the Company has recognized the minimum amount of franchise tax required under California corporation law of $800. The Company is not currently subject to further federal or state tax since it has incurred losses since its inception.
As of September 30, 2009, the Company had federal and state net operating loss carryforwards of approximately $166,000 which can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through 2029. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.
As of September 30, 2009, the Company had the following deferred tax assets related to net operating losses. A 100% valuation allowance has been established; as management believes it is more likely than not that the deferred tax assets will not be realized:
| Federal net operating loss (at 25%) | $ | 42,000 | |||
| State net operating loss (at 8.84%) | 14,000 | ||||
| 56,000 | |||||
| Less: valuation allowance | (56,000 | ) | |||
| $ | - |
The Company’s valuation allowance increased by approximately $11,300 during the nine months ended September 30, 2009.
8. DISCONTINUED OPERATIONS
In 2007, the Company abandoned its waterproof and protective cast cover business. A loss on operations for this business has been reclassified and presented as a single line item in the statements of operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Critical Accounting Policies and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.
These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2009.
Liquidity and Capital Resources. We had cash of $18 as of September 30, 2009, which equals our total current assets as of that date. Our total assets of $27,500s of September 30, 2009, included our current assets of $18, and other assets which are comprised of an investment of $27,518. That investment is represented by the 201,343 shares of common stock that we now own of Adisn, Inc.
Over the last two years, we have entered into several convertible promissory notes with one of our principal shareholders. We used those funds for working capital. On September 19, 2009, the holders of certain promissory notes (“Notes”) surrendered the Notes and converted all unpaid principal and unpaid accrued interest due under the Notes into shares of our $.001 par value common stock as provided in the Notes. As of June19, 2009, the total unpaid principal and unpaid accrued interest due under the Notes was approximately $43,272, which the holders of the Notes converted into 540,898 shares of common stock at a conversion price of $0.08 per share. The Registrant issued the shares to the holders of the Notes in a transaction which the Registrant believes satisfies the conditions for the exemption from registration and prospectus delivery requirements of the Securities Act of 1933 (“Act”), which exemption is specified by the provisions of Section 4(2) of that Act.
On June 26, 2009, we entered into a promissory note agreement to obtain a loan for $1,250 with a principal shareholder. Under the terms of the promissory note agreement, the principal and any unpaid accrued interest is due and payable on demand. The note accrues interest at the rate of 10% per annum. The note may be prepaid at any time, at our option, in whole or in part without penalty. At September 30, 2009, the principal balance is $1,250 and accrued interest is $33. Interest expense was $33 and $0 for the nine months ended September 30, 2009 and 2008, respectively. We used those funds for working capital.
Our current liabilities were $57,811 as of September 30, 2009, which was represented by accounts payable of $55,761, income taxes payable of $800 and $1,250 of note payable to a related party. We had no other liabilities and no long term commitments or contingencies as of September 30, 2009.
During 2009, we expect to incur significant accounting costs associated with the audit and review of our financial statements as well as significant professional fees related to our potential merger with Visual Network Design Inc. We also expect that the legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company and the potential merger with Visual Network Design Inc., we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
On July 9, 2009, we effected a 1.316984 for one forward stock split whereby each share of our common stock outstanding was converted into 1.316984 shares of our common stock.
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Results of Operations.
For the three months ended September 30, 2009 as compared to the three months ended September 30, 2008.
Revenues. We had revenues of $7,235 for the three months ended September 30, 2009, as compared to revenues of $8,150 for the three months ended September 30, 2008. Those revenues are related to services that we provide to a sales and marketing company and increased for the current period as compared to the year-ago period because we provided more services. We hope to generate more significant revenues as continue operations and implement our business plan.
Operating Expenses. For the three months ended September 30, 2009, our total operating expenses were $18,328, as compared to $16,972 of total operating expenses for the three months ended September 30, 2008. For the three months ended September 30, 2009, we had legal and professional expenses of $6,864, dues and fees of $2,628, rent of $3,000 and general and administrative expenses of $5,836. In comparison, for the three months ended September 30, 2008, we had legal and professional expenses of $7,343, dues and fees expenses of $2,092, rent expenses of $3,000 and general and administrative expenses of $4,537. A significant portion of our total operating expenses is legal and professional fees, which is attributed to the legal expenses and accounting expenses related to the audit and review of our financial statements and other expenses related to being a public company. We expect that we will continue to incur significant legal and accounting expenses related to being a public company.
Other Expense. For the three months ended September 30, 2009, we also had other expense of $32, which was interest from the notes payable to our major shareholder. We had other expense of $489 for the three months ended September 30, 2008.
Net Loss. For the three months ended September 30, 2009, our net loss was $11,125, as compared to the three months ended September 30, 2008, where our net loss was $9,311. The increase in our net loss for three months ended September 30, 2009, was due primarily to a decrease in revenues and an increase in general and administrative expenses as compared the three months September 30, 2008.
For the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2008.
Revenues. We had revenues of $20,500 for the nine months ended September 30, 2009, as compared to revenues of $16,911 for the nine months ended September 30, 2008. Those revenues are related to services that we provide to a sales and marketing company. We hope to generate more significant revenues as continue operations and implement our business plan.
Operating Expenses. For the nine months ended September 30, 2009, our total operating expenses were $49,605, as compared to $61,479 of total operating expenses for the nine months ended September 30, 2008. For the nine months ended September 30, 2009, we had legal and professional expenses of $25,664, dues and fees of $2,646, rent of $8,000 and general and administrative expenses of $13,295. In comparison, for the nine months ended September 30, 2008, we had legal and professional expenses of $34,571, dues and fees of $9,254, rent of $9,000 and general and administrative expenses of $8,654.
Other Expense. For the nine months ended September 30, 2009, we also had other expense of $1,590, which was interest from the convertible promissory note with one of our minority shareholders and the notes payable to our major shareholder. We had other expense of $913 for the nine months ended September 30, 2008.
Net Loss. For the nine months ended September 30, 2009, our net loss was $31,495, as compared to the nine months ended September 30, 2008, where our net loss was $46,281. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.
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Our Plan of Operation for the Next Twelve Months. Over the past several months, part of our growth strategy has been to seek acquisitions of other companies or businesses that are operating in a similar space. On December 31, 2008, we signed a term sheet pursuant to which we to agreed to enter into a definitive merger agreement with Visual Network Design Inc. (“VND”). Under the proposed terms, VND would merge with us, or a wholly owned subsidiary to be formed, whereby, upon effectiveness of the merger, the stockholders of VND would hold approximately 92% of our outstanding shares of capital stock and our current stockholders would own approximately 8% of our outstanding shares of capital stock. The term sheet provides, among other things, that the definitive merger agreement would be signed within 20 days of the execution of the term sheet. We and VND agreed that, during such 20-day period, each would deal exclusively with the other with respect to any merger, sale or acquisition involving either party and would not solicit or entertain offers or inquiries from other persons or entities or provide information to, or participate in, any discussions or negotiations with any persons or entities with respect to any proposed transaction. The definitive agreements are to include customary closing conditions satisfactory to the parties and their respective counsel, including the following: (i) consummation of all required definitive instruments and agreements; (ii) obtaining all necessary board, stockholder and third party consents; and (iii) satisfactory completion by the parties of all necessary technical and legal due diligence.
The proposed merger is still pending and we have not entered into any definitive merger agreement with VND. The material terms of the definitive agreements are yet to be fully negotiated and drafted. We cannot guaranty that we will enter into a definitive merger agreement or that the merger transaction with VND will be completed. If we do not complete the merger transaction discussed herein, we will look for another merger or acquisition target. During the next thirty days, our primary objective is to complete the proposed merger with VND. However, we also intend to continue our current business until such time as a merger is completed.
We have cash of $18 as of September 30, 2009. In the opinion of management, available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers, director and principal shareholders. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we hope that our officers, director and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months.
We are not currently conducting any research and development activities. We do not anticipate that we will purchase or sell any significant equipment. In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.
Because we have limited operations and assets, we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we have checked the box on the cover page of this report that specifies we are a shell company.
Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.
Not applicable.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of September 30, 2009, the date of this report, our chief executive officer and the principal financial officer concluded that our disclosure controls and procedures were effective.
Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
| Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 |
| 32. | Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SN Strategies Corp., | |||
| a Nevada corporation | |||
| November 13, 2009 | By: | /s/ Michael Hawks | |
| Michael Hawks | |||
| Its: | President, CEO, Secretary, CFO, Director (Principal Executive, Financial and Accounting Officer) | ||
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