SNOOGOO CORP
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Unaudited Condensed Statements of Cash Flows
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| For the Nine Months
| For the Nine Months
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| Ended
| Ended
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| September 30, 2022
| September 30, 2021
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Cash flows from operating activities:
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Net Loss
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| $(136,894)
| $(42,738)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in assets and liabilities:
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Prepaid expenses
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| 1,044
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Accounts payable and Accrued liabilities
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| 54,419
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Funded by Related Parties
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| 82,431
| 65,827
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Net cash used in operating activities
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| 1,000
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Net increase (decrease) in cash
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| $1,000
| $-
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Cash, Beginning of the Period
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| $37
| $37
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Cash, End of the Period
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| $1,037
| $37
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Supplemental disclosure of cash flows:
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Cash paid for interest
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| $-
| $-
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Cash paid for income taxes
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| $-
| $-
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Non-cash, Investing and Financing Activities:
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As of September 30, 2022 we had non-cash financing from Related Parties in the amount of $82,431 and Debt forgiveness of $7,000.
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As of September 30, 2021 we had non-cash financing from Related Parties in the amount of $65,827.
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| $-
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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8
SNOOGOO CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 – Organization, Plan of Business
Snoogoo Corp. (originally Sawadee Ventures, Inc. and then Casey Container Corp.) was incorporated under the laws of the State of Nevada on September 26, 2006 (the “Company” or “Snoogoo Corp.”) and was originally formed to engage in the acquisition, exploration and development of natural resource properties. In 2015 the Company changed its business direction and entered into an Asset Purchase Agreement for the acquisition of a new social information network technology that it planned to use in order to launch web and mobile applications with broad global appeal. In 2016 the Company abandoned the concept due to difficulties with the seller to consummate the Asset Purchase Agreement and is currently seeking to acquire a Company in either the green energy industry or one with a focus on a strong sustainability program.
The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating expenses and the cost of an acquisition and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding and believes that it will be successful in its capital formation and planned operating activities. However, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Company’s financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”).
Cash and Cash Equivalents
The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments with a maturity of three months or less to be cash and cash equivalents.
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Common Share
Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the quarters ended September 30. 2022 and 2021 the Company had no potentially dilutive securities. The basic and diluted net loss per share in September 30, 2022 and 2021 was $0.00 and $0.00, respectively. The net loss for September 30, 2022 and 2021 was $(136,894) and $(42,738), respectively. For the quarters ended September 30, 2022 and 2021 the weighted average number of common shares outstanding, basic and diluted were 201,864,701 and 201,864,701, respectively.
Income Taxes
The Company accounts for its income taxes pursuant to FASB ASC Topic 740, Income Taxes by recognizing deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
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SNOOGOO CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2 – Summary of Significant Accounting Polices (cont.)
Revenue Recognition
The Company recognizes revenue utilizing the five principles of ASC 606. They are: (1) Identify the contract with a customer; (2) Identify the Performance Obligation in the contract; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize Revenue. There was no revenue in the quarters ended September 30, 2022 or 2021.
Recent Accounting Pronouncements
The Company reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 3 – Going Concern
For the quarters ended September 30, 2022 and 2021 we incurred net losses of $(136,894) and $(42,738), respectively. As of September 30, 2022 and 2021 we had cash in the amount of $1,037 and $37, respectively and as of September 30, 2022 we have current liabilities of $725,890. We have incurred recurring losses, incurred liabilities in excess of assets and have an accumulated deficit of approximately $6.6 million as of September 30, 2022. Based upon current operating levels these losses combined with our current liabilities cast significant doubt on the company’s ability to operate as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from officers and/or private placements of common stock. The failure to achieve the necessary levels of profitability or obtaining additional funding would be detrimental to the Company.
Note 4 – Property and Equipment
As of September 30, 2022 and 2021 the Company did not own any physical plant and/or equipment.
Note 5 – Related Party Transactions
As of September 30, 2022 and December 31, 2021 the total amounts due to related parties were $657,181 and $574,750, respectively and were for expenses paid on behalf of the Company and are non-interest bearing. There are no call provisions for these loans and they will be paid when the Company has sufficient funds to do so. In addition, the Company’s CEO has provided office space at no cost to the Company.
Note 6 – Stockholders’ Equity
As of September 30, 2022 the Company was authorized to issue 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock. Total common shares issued and outstanding on September 30, 2022 and December 31, 2021 were 201,864,701 and 201,864,701, respectively and no preferred shares have been issued. There were no common shares issued in either the nine months ended September 30, 2022 or in the year ended December 31, 2021. The Company does not have any stock options outstanding, nor does it have any written or oral agreements for the issuance or distribution of stock options at any point in the future.
Note 7 – Subsequent Events
Management has evaluated subsequent events through the date the financial statements were filed.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion contains “forward-looking statements” that provide our current expectations or forecasts of future events. These statements 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.
OVERVIEW
Snoogoo Corp. a Nevada corporation formerly known as Casey Container Corp., was incorporated in the State of Nevada on September 26, 2006 under the name Sawadee Ventures Inc. to engage in the acquisition, exploration and development of natural resource properties of merit. In September 2008, we ceased our exploration activities and, in November of 2009 we entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure® technology.
On January 6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO and Director. The same day Mr. James Casey, Mr. Terry Neild, and Mr. Robert Seaman were appointed as Directors of the Company. Mr. Casey filled the position of President, Mr. Neild was appointed Chief Executive Officer, Chief Financial Officer and Secretary, and Mr. Seaman was appointed Vice- President-Operations.
In January 2015 the Company ended its Additive Supply and License Agreement with Bio-Tec Environmental. On February 11, 2015 the Company entered into an Asset Purchase Agreement for the acquisition of a new social information network technology that it planned to use in order to launch web and mobile applications with broad global appeal. The technology represented a breakthrough in common information networks by allowing individuals and groups to search, bookmark and share all forms of digital content, both privately and publicly, based on their own or shared interests.
In January 2016 the Company ended its pursuit of its acquisition of a new social information network technology. The Company is currently seeking to acquire a company either active in the green energy sector or one whose focus is on an aspect of sustainability.
We are currently considered a "shell" company inasmuch for the nine months ending September 30, 2022 we did not generate revenues, did not own an operating business, had no employees and no material assets.
Results of Operations for The Nine Months Ending September 30, 2022 and September 30, 2021
Revenue
For the nine months ended September 30, 2022 and 2021 we generated no revenue.
Expenses
For the nine months ended September 30, 2022 and 2021 we incurred operating expenses of $136,894 and $42,738, respectively. We incurred no interest expense in either period. The increase in expenses in 2022 relative to 2021 is related to accounting, audits and the preparation of filings required by the SEC.
Net Loss
For the nine months ended September 30, 2022 and 2021 we incurred losses of $(136,894) and $(42,738), respectively. At September 30, 2022 and 2021 the weighted average number of common shares outstanding was 201,864,701 and the loss per share was $0.00.
Liquidity
For the nine months ended September 30, 2022 and 2021 we incurred net losses of $(136,894) and $(42,738), respectively. As of September 30, 2022 and 2021 we had cash in the amount of $1,037 and $37, respectively and current liabilities of $725,890 and $579,979, respectively. During the nine months ended September 30, 2022 and 2021 we received $82,431 and $65,827, respectively in support from a related party.
We will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners and from other sources which may have the effect of diluting the holdings of existing shareholders.
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The Company has no current arrangements with respect to, or sources of, such additional funding and we do not anticipate that existing shareholders will provide any portion of our future financing requirements. However, as of September 30, 2022 the Company is not operating and will therefore incur minimal expenses while seeking an acquisition, most of which will be related to SEC compliance. The source of funds to maintain said compliance will be provided by additional sales of common stock, capital contributions and advances from related parties.
No assurance can be given that additional funding will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to halt our acquisition search. This would have a material adverse effect on the Company.
Going Concern
As reflected in the accompanying financial statements, the Company has no revenue generating operations. We have incurred recurring losses, incurred liabilities in excess of assets and have an accumulated deficit as of September 30, 2022 of approximately $6.6 million. Based upon current operating levels we will be required to obtain additional capital for 2022 in order to sustain our operations, which mainly consists of searching for an acquisition candidate as well as meeting our compliance requirements with the SEC. We will obtain these funds via sales of stock and loans. However, in order to be an on-going business, we are aware of the importance of finding an operating company to acquire as soon as possible.
Critical Accounting Policies and Use of Estimates
Our Critical Accounting Policies are enumerated in Note 2 of our financial statements, 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 reporting period. Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
As of September 30, 2022 and 2021 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments
As of September 30, 2022 and 2021 we did not have any contractual obligations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are not effective as of the end of the period covered by this quarterly report due to a lack of segregation of duties.
The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the nine months ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not, nor did any affiliated purchaser, make any repurchases of our securities during the nine months ended September 30, 2022.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be accessed on the SEC website at www.sec.gov.