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 MARCH 31, 2016
Commission file number 333-140445
SNOOGOO CORP.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
7825 N Calle Caballeros, Paradise Valley, AZ 85253
(Address of principal executive offices, including zip code)
800-234-3919
(Telephone number, including area code)
Check whether the issuer (1) 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 last 90 days. YES [X] NO [ ]
Indicate 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 (ss.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). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 190,314,701 shares outstanding as of
January 6, 2017.
ITEM 1. FINANCIAL STATEMENTS
Snoogoo Corp
Formerly Casey Container Corp.
Balance Sheets
(Unaudited)
As of As of
March 31, 2016 December 31, 2015
-------------- -----------------
ASSETS
Current Assets
Cash $ 80 $ 80
Prepaid Expenses 5,333 --
------------ ------------
Total Current Assets 5,413 80
------------ ------------
Total Assets $ 5,413 $ 80
============ ============
LIABILITIES
Current Liabilities
Accounts Payable and Accrued Liabilities $ 325,431 $ 292,873
Interest and Non-interest Bearing Loans From Related Parties -- --
Interest and Non-interest Bearing Loans 83,095 81,863
Due to Related Parties 165,612 95,859
------------ ------------
Total Current Liabilities 574,138 470,595
------------ ------------
STOCKHOLDERS' EQUITY
Preferred Stock 10,000,000 authorized, par value $0.001,
none issued and outstanding
Common Stock 1,000,000,000 authorized shares, par value $0.001
164,989,701 and 162,989701 shares issued and outstanding at 164,990 162,990
March 31, 2016 and December 31, 2015
Additional Paid-in-Capital 5,485,566 5,479,566
Deficit (6,219,281) (6,113,071)
------------ ------------
Total Stockholders' Equity (568,725) (470,515)
------------ ------------
Total Liabilities and Stockholders' Equity $ 5,413 $ 80
============ ============
The accompanying notes are an integral part of
these interim financial statements.
2
Snoogoo Corp.
Statements of Operations
(Unaudited)
Three Months Ended Three Months Ended
March 31, 2016 March 31, 2015
-------------- --------------
REVENUES:
Revenues $ -- $ --
------------ ------------
Total Revenues -- --
------------ ------------
EXPENSES:
Operating Expenses
General and administrative 104,977 519,665
------------ ------------
Total Operating Expenses 104,977 519,665
------------ ------------
Other expenses
Interest 1,233 1,232
------------ ------------
Total Other Expenses 1,233 1,232
------------ ------------
PROVISIONAL FOR INCOME TAXES:
Income Tax Benefit -- --
------------ ------------
Net Income (Loss) for the period $ (106,210) $ (520,897)
============ ============
Basic and Diluted Earnings Per Common Share (0.00) (0.00)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 164,286,404 138,711,301
============ ============
The accompanying notes are an integral part of
these interim financial statements.
3
Snoogoo Corp.
Statements of Cash Flows
(Unaudited)
Three Months Ended Three Months Ended
March 31, 2016 March 31, 2015
-------------- --------------
OPERATING ACTIVITIES:
Net Loss $ (106,210) $ (520,897)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses paid on our behalf by Related Parties 69,753 55,504
Stock issued for services to Non-Related Party 8,000 15,000
Stock issued for services to Related Party -- 585,000
Accounts payables and loans due to Related Parties
converted into stock -- 605,040
Finance and interest charges added to loan payable 1,232 1,232
Accounts payables and loans due to Non-related Party
converted into stock -- 50,000
Accounts payable and accrued liabilities 27,225 (47,298)
---------- ----------
NET CASH PROVIDED FROM OPERATING ACTIVITIES -- 743,581
---------- ----------
INVESTING ACTIVITIES:
Purchase of fixed assets -- (158,819)
---------- ----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES -- (158,819)
---------- ----------
FINANCING ACTIVITIES:
Repayment of Related party expenses paid on our behalf -- (575,819)
Non-interest bearing loan from Related Party -- (33,800)
Repayment of loan payable -- --
Common stock issued and issuable for cash -- 25,000
---------- ----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES -- (584,670)
---------- ----------
NET INCREASE (DECREASE) IN CASH -- 92
---------- ----------
Cash, Beginning of the Period 80 85
---------- ----------
CASH, END OF THE PERIOD $ 80 $ 177
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ --
========== ==========
Cash paid for income taxes $ -- $ --
========== ==========
NON CASH ACTIVITIES:
Expenses incurred on our behalf and loans from Related Parties exchanged
for 21,000,000, 6,500,000, 6,668,000, Common shares on January 6, 2015,
January 27, 2015, and February 11, 2015 $ -- $ 605,040
========== ==========
The accompanying notes are an integral part of
these interim financial statements.
4
Snoogoo Corp.
(formerly Casey Container Corp.)
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
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.
RESULTS OF OPERATIONS
Snoogoo Corp., a Nevada corporation, was incorporated under the name Sawadee
Ventures Inc. in the State of Nevada on September 26, 2006. The Company was
formed to engage in the acquisition, exploration and development of natural
resource properties of merit. In November of 2009 we entered into an Additive
Supply and License Agreement with Bio-Tec Environmental, developer of the
breakthrough EcoPure(R) technology. At the beginning of 2015 the Company ended
its agreement with Bio-Tech Environmental to seek other opportunities. On
February 11, 2015, the Company completed an Asset Purchase Agreement to acquire
certain intellectual property associated with a proprietary social network
technology.
Casey Container can design and custom manufacture biodegradable PET plastic
preforms that become PET plastic containers, such as bottles for water or other
beverage products. The Company is committed to developing container products
that meet the demands of its clients while addressing today's most fundamental
environmental issues concerning the proliferation of plastics. The Company
offers biodegradable plastic packaging solutions using the breakthrough science
of EcoPure(R) technology. In short, the Company provides environmentally
responsible plastic packaging solutions to assist its clients in obtaining a
competitive advantage in the marketplace.
Working with Bio-Tec Environmental, developer of the breakthrough EcoPure(R)
technology, the Company now has the unique ability to offer a revolutionary
biodegradable PET plastic packaging solution that is FDA compliant.
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $104,977 and $519,665 for the three-month
periods ended March 31, 2016 and 2015, respectively. These expenses consisted
primarily of general and administrative expenses. The operating expenses for the
three month period ending March 31, 2016 is much less compared to the same three
10
month ending March 31, 2015 primarily due to much lower stock issuances for
consulting services. Interest expense was $1,232 and $1,232 for the comparable
Three-month periods ended March 31, 2016 and 2015.
At March 31, 2016 and December 31, 2015, we had cash on hand of $80 and $80
respectively. Our total assets at March 31, 2016 and December 31, 2015 are
$5,413 and $80. Our liabilities were $574,138 and $470,595, respectively.
As of March 31, 2016, we had an accumulated deficit from inception of
$6,219,281.
The following table provides selected financial data about our company for the
period from the date of incorporation through March 31, 2016.
Balance Sheet Data: 3/31/16
------------------- ---------
Cash $ 80
Total assets $ 5,413
Total liabilities $ 574,138
Shareholders' equity $(568,725)
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional equity cash and/or loans and
generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
We currently have $80 cash on hand. We don't believe we can meet our cash needs
for the next twelve months without additional loans and/or equity infusions.
PLAN OF OPERATION
Snoogoo Corp., a Nevada corporation, was incorporated under the name Sawadee
Ventures Inc. in the State of Nevada on September 26, 2006. The Company was
formed to engage in the acquisition, exploration and development of natural
resource properties of merit.
In November of 2009 we changed direction and entered into an Additive Supply and
License Agreement with Bio-Tec Environmental, developer of the breakthrough
EcoPure(R) technology. The Agreement has an effective date of January 1, 2010.
At the beginning of 2015 the Company ended its agreement with Bio-Tech
Environmental to seek other opportunities.
On February 11, 2015, we completed an Asset Purchase Agreement to acquire
certain intellectual property associated with a proprietary social network
technology. We intend to use the technology to launch certain web and mobile
applications targeting the online search and share community. As consideration,
we have agreed to pay the seller 10% of all future advertising revenue, up to a
maximum of $4 million, collected from its search and share website.
We have not generated any income since inception, and for the three months ended
March 31, 2016 and 2015 we incurred a net loss of $106,210 and $520,897,
respectively.
We are currently focusing on generating revenue by implementing three phases of
our strategy. First, we plan to raise capital to further develop our technology
and provide working capital. Second, we plan to increase our customer base.
Third, we intend to leverage our assets to expand our business model through the
acquisitions of related businesses.
11
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures are not effective due to management
override of controls and lack of segregation of duties due to our size. However,
we did conclude that the material information required to be included in our
Securities and Exchange Commission reports is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms relating
to our company, particularly during the period when this report was being
prepared.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There was no change in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit Description Method of Filing
------- ----------- ----------------
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
SB-2 filed with the SEC on February 5, 2007.
3.2 Bylaws Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
SB-2 filed with the SEC on February 5, 2007.
31.1 Certification of Chief Executive Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Filed electronically
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Filed electronically
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
101 Interactive Data Files pursuant to Rule Filed electronically
405 of Regulation S-T.
12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on January 25, 2017.
SNOOGOO CORP.
/s/ Martin R Nason
----------------------------------
Martin R Nason,
Principal Financial Officer and
Principal Accounting Officer
13