The accompanying notes are an integral part of
these interim financial statements.
The accompanying notes are an integral part of
these interim financial statements.
The accompanying notes are an integral part of
these interim financial statements.
Notes to Financial Statements
June 30, 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 (referred herein as "us',
"we" or "the Company), was incorporated in the State of Nevada on September 26,
2006. The Company was initially 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 amended 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
pre-forms for bottles and containers for the food and beverage industries via a
non-binding supply and license agreement with Bio-Tec Environmental, LLC.
THE COMPANY TODAY - On February 10, 2015, the Company 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 purchase of a social information network technology that it
intends to use as the foundation to launch various web and mobile applications
with broad global appeal. The Certificate of Amendment also increased the number
of authorized common shares to 1,000,000,000. The number of authorized preferred
shares remained unchanged at 10,000,000.
BASIS OF PRESENTATION- In the opinion of management, the accompanying balance
sheets and related interim statements of operations and 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"). The information included in this June
30, 2015 Form 10-Q should be read in conjunction with information included in
the December 31, 2014 and 2013 Form 10-K.
USE OF ESTIMATES - The preparation of consolidated financial statements in
conformity with U.S. 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 consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates. The level of uncertainty in estimates and assumptions
increases with the length of time until the underlying transactions are
completed.
RECENT ACCOUNTING PRONOUNCEMENTS - The Company has evaluated all recent
accounting pronouncements and believes that none will have a material effect on
the Company.
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Snoogoo Corp.
Notes to Financial Statements
June 30, 2015
(Unaudited)
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business. The
Company has incurred net losses of $5,081,611 for the period September 26, 2006
(Date of Inception) through June 30, 2015,and has limited operations, thus
raising substantial doubt about the Company's ability to continue as a going
concern. While the Company intends to sell shares of its common stock for cash
and borrow from its directors, officers, as well as related and non-related
parties to fund its operations and invest in the development of its new social
information network technology, no assurances can be made that such funds will
be available when needed or at terms acceptable to the Company. As a result of
these factors, a significant risk exists regarding the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might result from
this uncertainty.
3. INTANGIBLES
Intangible assets consist of software development costs totaling $215,269
incurred during the six months ended June 30, 2015 related to the development of
the Company's new social information network technology platform it intends to
use to launch web and mobile applications with broad global appeal.
4. STOCKHOLDERS' EQUITY
On January 6, 2015, the Company executed 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 January 27, 2015, the Company executed 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 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 was $0.05 per share, a 50% discount.
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 it
authorized common shares from 250,000,000 to 1,000,000,000.
On February 10, 2015, the Company entered into four Consulting Agreements with
non-related parties, issuing a total of 16 million shares of its common stock at
$0.03 per share, a 40% discount to the closing price of $0.05 per share of the
Company's freely-traded shares.
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Snoogoo Corp.
Notes to Financial Statements
June 30, 2015
(Unaudited)
4. STOCKHOLDERS' EQUITY (CONTINUED)
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 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 was $0.06 per share, a 50%
discount.
On April 21, 2015, the Company issued 1,100,000 shares of its common stock
pursuant to a Debt Settlement Agreement with Aruba Capital Management, Inc., a
related-party, in exchange for $33,000 of accounts payable owed by the Company
for expenses paid on its behalf.
On May 12, 2015, the Company issued 500,000 shares of its common stock to an
unrelated party in exchange for $5,000.
On May 13, 2015, the Company issued 750,000 shares of its common stock to an
unrelated party in exchange for $7,500.
On May 14, 2015, the Company issued 250,000 shares of its common stock to an
unrelated party in exchange for $2,500.
On June 10, 2015, the Company issued 1,000,000 shares of its common stock to an
unrelated party in exchange for $10,000. As of June 30, 2015 the Company has
received $2,500 and has recorded a subscription receivable of $7,500.
5. RELATED PARTY TRANSACTIONS
On January 6, 2015, the Company entered into a Debt Settlement Agreement with
its Chairman, whereby the Company issued 20 million shares of its restricted
common stock, at $0.01 per share, in exchange for $200,000 of debt owed by the
Company. The closing price of the Company's freely-traded shares was $0.01 per
share at the date of exchange.
On January 27, 2015, the Company entered into a Debt Settlement Agreement with
its CEO, President and CFO, whereby the Company issued 6.5 million restricted
shares of its common stock, at $0.03 per share, in exchange for $195,000 of
accounts payable owed. The closing price of the Company's freely-traded shares
was $0.03 per share at the date of exchange.
On April 21, 2015, the Company issued 1,100,000 shares of its common stock, at
$0.03 per share, pursuant to a Debt Settlement Agreement with Aruba Capital
Management, Inc., a related-party, in exchange for $33,000 of accounts payable
owed by the Company for expenses paid on its behalf. The closing price of the
Company's freely-traded shares was $0.03 per share at the date of exchange.
7
Snoogoo Corp.
Notes to Financial Statements
June 30, 2015
(Unaudited)
5. RELATED PARTY TRANSACTIONS (CONTINUED)
Amounts outstanding to Related Parties, at June 30, 2015 and December 31, 2014,
respectively, are unsecured:
June 30, December 31,
2015 2014
-------- --------
Unpaid expenses and fees to Officers/Directors $ 68,961 $599,287
Non-interest bearing loans to Related Parties
Chairman of the Board/Officer -- 33,800
-------- --------
Total $ 68,961 $633,087
======== ========
|
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 June 30, 2015
and December 31, 2014.
The amounts of all non-interest bearing loans outstanding at June 30, 2015 and
December 31, 2014, respectively, are as follows:
June 30, 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 August 19, 2011, an unrelated 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 issued a $40,000 ninety day non-interest bearing
unsecured Promissory Note to a non-related party. The Note included a one-time
financing fee of $10,000 which was expensed in September 2012. Pursuant to the
term of the Note, if the $50,000 was not repaid within ninety days of the date
of the Note, interest at the rate of 10% per annum would begin accruing until
payment is made in full. On January 31, 2013, the Promissory Note was amended,
extending the maturity date to April 30, 2013 and on June 22, 2013, the maturity
date was again extended to
8
Snoogoo Corp.
Notes to Financial Statements
June 30, 2015
(Unaudited)
7. INTEREST BEARING LOANS (CONTINUED)
December 31, 2013. At June 30, 2015 the Promissory Note, due December 31, 2013
as amended, remains unpaid and as such the Company is in default of the
repayment terms.
Interest-bearing loans and accrued interest outstanding as of June 30, 2015 and
December 31, 2014 are as follows:
June 30, December 31,
2015 2014
-------- --------
Related Party - principal $ -- $ 24,900
accrued interest -- 4,049
Non-Related Party - principal 50,000 50,000
accrued interest 7,397 4,932
-------- --------
Total $ 57,397 $ 83,881
======== ========
|
8. AQUISITION OF INTERNET SEARCH AND SHARE ENGINE
On February 11, 2015, the Company completed an Asset Purchase Agreement to
acquire certain intellectual property associated with a proprietary social
network technology. The Company intends to use the technology to launch certain
web and mobile applications targeting the online search and share community. As
consideration, the Company has 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.
9. SUBSEQUENT EVENTS
In July 2015, the Company received $7,500 balance due on the Subscription
Receivable resulting from the June 10, 2015 sale of the Company's Restricted
Common Shares. During the period August 31 and December 3, 2015, Company sold
3,950,000 Restricted Common Shares at $0.01 per share for proceeds of $39,500
from several non-related parties. On February 1, 2016, the Company signed a
Consulting Agreement for marketing services and issued 2,000,000 Restricted
Common Shares at $0.01 per share, per the Consulting Agreement, on March 16,
2016.
9