NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2015
(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 and
stockholders' equity 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, 2015 Form 10-Q should be
read in conjunction with information included in the December 31, 2014 and 2013
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, 2015
(Unaudited)
2. GOING CONCERN
The Company incurred net losses of $5,058,610 for the period from September 26,
2006 (Date of Inception) through March 31, 2015 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
During the quarter ending March 31, 2015, the Company incurred costs of $158,819
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, 2015 and December 31, 2014, 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, 2015 and
December 31, 2014, the Company has 154,939,701 and 94,771,701 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 $0.03 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 $0.02 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, a 50%
discount.
6
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2015
(Unaudited)
4. STOCKHOLDERS' EQUITY (continued)
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 $0.03
per share, a 40% discount to the closing price of $0.05 per share of the
Company's freely-traded shares on the OTC.BB, a 40% discount.
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 $0.03 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, a 40% discount.
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 2 million shares to each at $0.03 per share, $60,000 per Director. The
closing price of the Company's freely-traded shares on the OTC.BB was $0.06 per
share, a 50% discount.
5. RELATED PARTY TRANSACTIONS
As of March 31, 2015 and December 31, 2014, respectively, $78,921 and $599,287
was due to the Company's officers for unpaid expenses, fees and loans.
On January 6, 2015, the Chairman directly and also as Chairman of a Related
Party of which he is not a controlling owner, signed a Debt Settlement Agreement
for twenty million Restricted Common shares in exchange for debt of $200,000, @
$0.01 per share, the closing price of the freely-traded shares on the OTC.BB.
$171,050.46 was directly to the Chairman for 17,105,046 Restricted Common shares
and $28,949.54 was with the Related Party Company, of which the Chairman is not
a controlling owner for 2,894,954 Restricted Common shares.
Amounts outstanding to Related Parties, at March 31, 2015 and December 31, 2014,
respectively, are unsecured:
March 31, December 31,
2015 2014
-------- --------
Unpaid expenses and fees to Officers/Directors $ 78,921 $599,287
Non-interest bearing loans to Related Parties
Chairman of the Board/Officer -- 4,850
-------- --------
Total $ -- $ 4,850
======== ========
|
7
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2015
(Unaudited)
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, 2015
and December 31, 2014.
The amounts of all non-interest bearing loans outstanding at March 31, 2015 and
December 31, 2014, respectively, are as follows:
March 31, December 31,
2015 2014
-------- --------
Total Non-interest bearing loans to a
Non-Related Party
Non-Officer/Director $ 22,000 $ 22,000
======== ========
|
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, 2015 and December 31, 2014, respectively, follow:
March 31, December 31,
2015 2014
-------- --------
Related Party - principal $ -- $ 24,900
cumulative accrued interest -- 4,049
Non-Related Party - principal 50,000 50,000
cumulative accrued interest 6,164 4,932
-------- --------
Total $ 56,164 $ 83,881
======== ========
|
8
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2015
(Unaudited)
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 (see February 17, 2014 Form 8-K filed with the
SEC).
9. SUBSEQUENT EVENTS
On April 21, 2015, the Company entered into a Debt Settlement Agreement with
Aruba Capital Management, Inc., a related-party, to exchange $33,000 of accounts
payable owed by the Company for expenses paid on its behalf for 1,100,000
Restricted Common shares at $0.03 per share, the closing price of the Company's
freely-traded shares on the OTC.BB.
In April and May 2015, Aruba Capital Management, Inc., a Related-Party, paid
expenses on behalf of the Company incurred in the months of April and May 2015,
in the amount of $2,500.
In April 2015, a non-Related Party paid expenses on behalf of the Company
incurred in the month of April 2015 in the amount of $4,950.
9