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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Commission file number 333-140445
Snoogoo Corp.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 20-5619324
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7150 E Camelback Road, Scottsdale, AZ 85251
(Address of principal executive offices, including zip code)
(800) 234-3919
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The aggregate market value of the issuer's voting and non-voting common equity
stock held as of March 27, 2015 by non-affiliates of the issuer was
$6,197,588 based on the closing price of the registrant's common stock on such
date.
As of March 27, 2015 there were 154,939,701 shares of $.001 par value common
stock issued and outstanding.
SNOOGOO, CORP.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Mine Safety Disclosures 8
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 8. Financial Statements 11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 27
Item 9A. Controls and Procedures 27
Item 9B. Other Information 28
Part III
Item 10. Directors and Executive Officers 28
Item 11. Executive Compensation 30
Item 12. Security Ownership of Certain Beneficial Owners and Management 31
Item 13. Certain Relationships and Related Transactions 32
Item 14. Principal Accounting Fees and Services 33
Part IV
Item 15. Exhibits 33
Signatures 34
2
PART I
ITEM 1. BUSINESS
Snoogoo, Corp, a Nevada corporation formally 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 we became a development stage company. Accordingly,
our financial statements reflect our results in accordance with the disclosure
requirements for a development stage company. We are currently considered a
"shell" company inasmuch for the periods ending December 31, 2014 and 2013 we
did not generate revenues, did not own an operating business and had no
employees and no material assets. In November of 2009 we entered into an
Additive Supply and License Agreement with Bio-Tec Environmental, developer of
the breakthrough EcoPure(R) 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 plans to use in order to launch web and mobile applications
with broad global appeal. The technology represents 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.
Snoogoo Corp. is the developer of a new website platform designed to allow
individuals and groups to search, save and share a wide variety of digital
information online. Snoogoo can tap into organic content archived on Snoogoo,
search engines, video, audio and image resources, as well as social media and
reference sources in a single intelligent interface. Snoogoo has broad appeal
for people in all walks of life as a powerful research tool, for general
information gathering and sharing, in education, for shopping, and as a social
portal that focuses users' interests and helps to organize their digital life.
Snoogoo describes its technology as a breakthrough in common information
networks that allows individuals and groups to search, bookmark (or save) and
share nearly all forms of digital content, both privately and publicly, based on
their own or shared interests. It will create an information network that
combines the most commonly used functions of search and social media interaction
in a single website and across the most popular mobile media platforms,
including smartphones and tablets.
Snoogoo intends to make the new technology and platform the Company's primary
business going forward and is preparing its technology for deployment with plans
for the initial website launch, followed by mobile apps.
As of March 27, 2015, we had no employees other than its corporate officers. The
Company uses independent contractors who provide technology services, and public
relations. Snoogoo has not experienced any work stoppages and it considers
relations with its independent contractors to be good.
From time to time, Snoogoo may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm its business. Snoogoo is
currently not aware of any such legal proceedings or claims that they believe
will have, individually or in the aggregate, a material adverse affect on its
business, financial condition or operating results.
Snoogoo currently utilize space, for no charge, at 7150 E Camelback Road,
Scottsdale, AZ 85251.
3
The implementation of our business objectives is wholly contingent upon the
successful sale of our securities. We intend to utilize the proceeds of any
offering, any sales of equity securities or debt securities, bank and other
borrowings or a combination of those sources to effect our growth potential.
While we may, under certain circumstances, seek to effect business combinations
with additional target business, unless additional financing is obtained, we may
not have sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.
The Company has established a public trading market for its shares thus avoiding
the perceived adverse consequences of undertaking a public offering itself, such
as the time delays and significant expenses incurred to comply with the various
federal and state securities law that regulate initial public offerings.
As a result of our limited resources, unless and until additional financing is
obtained we expect to have sufficient proceeds to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. Our business is
dependent upon the development or market acceptance of a single or limited
number of products, processes or services, in which case there will be an even
higher risk that the business will not prove to be commercially viable.
Our current officers are devoted full time to our affairs. Our officers may be
entitled to receive compensation for such services. We depend on outside
consultants, advisors, attorneys and accountants as necessary, some of which
will be hired on a retainer basis. We do anticipate on hiring full-time
employees as we develop the Company's business.
ITEM 1A. RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS
AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN
TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY
OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE
CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF
THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.
Since September 2006, up to the period ending 12/31/2014, we had no operating
business. We have entered into a new business model and may seek acquisitions
and/or business combination with another operating company similar to our
current business model, namely internet search engine social media website. To
date, our efforts have been limited to meeting our regulatory filing
requirements and business development.
WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED
ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.
We have limited resources, no revenues from operations to date and our cash on
hand may not be sufficient to satisfy our cash requirements during the next
twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the Company's new
business model is executed and we cannot ascertain our full capital requirements
until such time. Further limiting our abilities to achieve revenues, in order to
avoid status as an "Investment Company" under the Investment Company Act, we can
only invest our funds prior to a merger in limited investments which do not
invoke Investment Company status. There can be no assurance that determinations
ultimately made by us will permit us to achieve our business objectives.
THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.
Conflicts of interest create the risk that management may have an incentive to
act adversely to the interests of other investors. Our officers may be entitled
4
to receive compensation from a target company they identify or provide services
to in connection with a business combination and receive compensation for such
services. A conflict of interest may arise between our management's personal
pecuniary interest and their fiduciary duty to our stockholders. Further, our
management's own pecuniary interest may at some point compromise their fiduciary
duty to our stockholders. We cannot assure you that conflicts of interest among
us, our management and our stockholders will not develop.
WE CURRENTLY HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.
On September 18, 2013, the Company entered into a Stock Purchase Agreement
("Agreement") with Aruba Brands Corp ("Aruba"), whereby Aruba will acquire for
$1.5 million, 19.9% in restricted Common shares, based upon the total of the
Company's issued and outstanding shares upon completion of the funding of this
Agreement. The contemplated funding has not occurred as of December 31, 2014 nor
the date of this Filing.
CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER
OR BUSINESS COMBINATION.
For the year ending December 31, 2014 the Company's Articles of Incorporation
authorized the issuance of 250,000,000 shares of Common Stock and 10,000,000
Preferred Shares. On February 9, 2015 the Board of Directors approved an
increase of the authorized common shares from 250,000,000 to 1,000,000,000.
There are currently 845,060,299authorized but unissued shares of Common Stock
available for issuance. To the extent that additional shares of Common Stock are
authorized and issued in connection with a merger or business combination, our
stockholders could experience significant dilution of their respective ownership
interests. Furthermore, the issuance of a substantial number of shares of Common
Stock may adversely affect prevailing market prices, if any, for the Common
Stock and could impair our ability to raise additional capital through the sale
of equity securities.
CONTROL BY EXISTING STOCKHOLDER.
No one person is in control of the outstanding shares.
OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF
STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.
The SEC has adopted regulations which generally define "penny stock" to be an
equity security that has a market price, as defined, of less than $5.00 per
share, or an exercise price of less than $5.00 per share, subject to certain
exceptions, including an exception of an equity security that is quoted on a
national securities exchange. Our Common Stock is not now quoted on a national
exchange but is traded on FINRA's OTC Markets ("OTCQB"). Thus, they are subject
to rules that impose additional sales practice requirements on broker-dealers
who sell these securities. For example, the broker-dealer must make a special
suitability determination for the purchaser of such securities and have received
the purchaser's written consent to the transactions prior to the purchase.
Additionally, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered underwriter, and current quotations for the
securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The "penny stock" rules,
may restrict the ability of our stockholders to sell our Common Stock in the
secondary market.
LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK
ON A MORE LIQUID MARKET.
Our Common Stock is quoted on the FINRA'S OTC Markets ("OTCQB"), which provides
significantly less liquidity than a securities exchange (such as the American or
New York Stock Exchange) or an automated quotation system (such as the Nasdaq
Global Market or Capital Market). There is uncertainty that we will ever be
accepted for a listing on an automated quotation system or national securities
exchange.
5
RISKS RELATED TO OUR NEW BUSINESS MODEL AND INDUSTRY
THE COMPANY WILL NEED SIGNIFICANT ADDITIONAL CAPITAL, WHICH THEY MAY BE UNABLE
TO OBTAIN.
The Company's capital requirements in connection with its development activities
and transition to commercial operations have been and will continue to be
significant. The Company will require additional funds to build it marketing and
advertising, lease office facility needed for further development, marketing and
administrative support. There can be no assurance that financing will be
available in amounts or on terms acceptable to the Company, if at all.
THE COMPANY WILL FACE SIGNIFICANT COMPETITION.
As stated earlier, Snoogoo Corp. is the developer of a new website platform
designed to allow individuals and groups to search, save and share a wide
variety of digital information online. Currently this space is dominated by
search engine giants Google, Yahoo, Bing and social networking websites
Facebook, Instagram, Twitter and many others. In addition to the leaders there
are many others seeking to break into this multi-billion dollar industry.
Competition is very significant and the Company will need to be proactive in
separating itself from the crowd.
What makes Snoogoo unique from its competitors is in its proprietary methods,
and innovative architectures in combining existing search, online social
networks with real person to person networking. The Company intends to utilize
its proprietary methods, and innovative architectures of its platform to
separate itself from its competitors and seek to ultimately be a leader in the
internet search engine social media space.
THE COMPANY'S OPERATING RESULTS MAY FLUCTUATE, MAKING RESULTS DIFFICULT TO
PREDICT AND COULD CAUSE PROJECTED RESULTS TO FALL SHORT
OF EXPECTATIONS.
The Company's operating results may fluctuate as a result of a number of
factors, many outside of the Company's control. As a result, comparing the
Company's operating results on a period-to-period basis may not be meaningful,
and it should not rely on the Company's past results as an indication of their
future performance. The Company's quarterly, year-to-date, and annual expenses
as a percentage of their revenues may differ significantly from historical or
projected rates. The Company's operating results in future quarters may fall
below expectations. Any of these events could cause the Company's stock price to
fall. Each of the risk factors listed in Risk Factors, and the following factors
may affect the Company's operating results:
THE COMPANY'S BUSINESS AND OPERATIONS COULD EXPERIENCE RAPID GROWTH. IF THEY
FAIL TO EFFECTIVELY MANAGE THEIR GROWTH, THEIR BUSINESS AND OPERATING RESULTS
COULD BE HARMED.
* Our ability to continue to attract customers.
* The amount and timing of operating costs and capital expenditures
related to the maintenance and expansion of the Company's businesses,
operations and infrastructure.
* The Company's focus on long-term goals over short-term results.
* The results of investments in risky projects.
* The Company's ability to keep operations operational at a reasonable
cost and without service interruptions.
* The Company's ability to achieve revenue goals for partners to whom
they guarantee minimum payments or pay distribution fees.
* The Company's ability to generate revenue from services in which they
have invested considerable time and resources.
The Company could experience rapid growth in its operations, which could place
significant demands on management, operational and financial infrastructure. If
the Company does not effectively manage its growth, the quality of their
products and services could suffer, which could negatively affect branding and
operating results. To effectively manage this growth, the Company will need to
continue to improve its operational, financial and management controls and
reporting systems and procedures. These systems enhancements and improvements
could require significant capital expenditures and management resources. Failure
to implement these improvements could hurt the Company's ability to manage its
growth and financial position.
6
THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS ARE VALUABLE, AND ANY INABILITY TO
PROTECT THEM COULD REDUCE THE VALUE OF THEIR PRODUCTS, SERVICES AND BRAND.
The Company's trademarks, trade secrets, copyrights and other intellectual
property rights are important assets for the Company. Various events outside of
their control pose a threat to their intellectual property rights as well as to
their products and services. For example, effective intellectual property
protection may not be available in every country in which their products are
distributed. Also, the efforts the Company takes to protect its proprietary
rights may not be sufficient or effective. Any significant impairment of their
intellectual property rights could harm the Company's business or ability to
compete. Also, protecting their intellectual property rights is costly and time
consuming.
THE COMPANY RELIES ON HIGHLY SKILLED PERSONNEL AND, IF THEY ARE UNABLE TO RETAIN
OR MOTIVATE KEY PERSONNEL OR HIRE QUALIFIED PERSONNEL, THEY MAY NOT BE ABLE TO
GROW EFFECTIVELY.
The Company's performance largely depends on the talents and efforts of highly
skilled individuals. Their future success depends on the Company's continuing
ability to identify, hire, develop, motivate and retain highly skilled personnel
for all areas of our organization.
RISKS RELATED TO OWNERSHIP OF COMMON STOCK
THE TRADING PRICE FOR THE COMPANY'S COMMON STOCK MAY BE VOLATILE
The market price of the Company's common shares may experience fluctuations. The
market price of common shares may be adversely affected by various factors,
including proposed Internet legislation or enforcement of existing laws,
innovation and technological changes, the emergence of new competitors,
quarterly variations in revenue and results of operations, speculation in the
press or analyst community and general market conditions or market conditions
specific to particular industries, including the Internet and gaming.
THERE IS A LIMITED MARKET FOR THE COMPANY'S COMMON STOCK, WHICH MAY MAKE IT
DIFFICULT TO SELL STOCK.
The Company's common stock trades on the OTCQB under the symbol "SGOO." There is
a limited trading market for their common stock. Accordingly, there can be no
assurance as to the liquidity of any markets that may develop for the Company's
common stock, the ability of holders of the Company's common stock to sell the
Company's common stock, or the prices at which holders may be able to sell the
Company's common stock.
SGOO'S SHARES ARE SUBJECT TO THE U.S. "PENNY STOCK" RULES AND INVESTORS WHO
PURCHASE SHARES MAY HAVE DIFFICULTY RE-SELLING THEIR SHARES AS THE LIQUIDITY OF
THE MARKET FOR SHARES MAY BE ADVERSELY AFFECTED BY THE IMPACT OF THE "PENNY
STOCK" RULES.
The Company's stock is subject to U.S. "Penny Stock" rules, which may make the
stock more difficult to trade on the open market. The Company's common shares
currently trade on the OTCQB. A "penny stock" is generally defined by
regulations of the U.S. Securities and Exchange Commission ("SEC") as an equity
security with a market price of less than US $5.00 per share. However, an equity
security with a market price under US $5.00 will not be considered a penny stock
if it fits within any of the following exceptions:
(i) the equity security is listed on NASDAQ or a national securities
exchange;
(ii) the issuer of the equity security has been in continuous operation for
less than three years, and either has (a) net tangible assets of at
least US$5,000,000, or (b) average annual revenue of at least
US$6,000,000; or
(iii) the issuer of the equity security has been in continuous operation
for more than three years, and has net tangible assets of at least
US$2,000,000.
The Company's common stock does not currently fit into any of the above
exceptions. If an investor buys or sells a penny stock, SEC regulations require
that the investor receive, prior to the transaction, a disclosure explaining the
penny stock market and associated risks. Furthermore, trading in SGOO's common
stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to
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non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers
who recommend the Company's securities to persons other than established
customers and accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction prior to sale. Securities are exempt from this rule if their
market price is at least $5.00 per share.
Since the Company's common stock is currently deemed a penny stock, it may tend
to reduce market liquidity of the Company's common stock, because they limit the
broker/dealers' ability to trade, and a purchaser's ability to sell, the stock
in the secondary market.
A low price of the Company's common stock has a negative effect on the amount
and percentage of transaction costs paid by individual shareholders. A low price
of the Company's common stock also limits the Company's ability to raise
additional capital by issuing additional shares. There are several reasons for
these effects. First, the internal policies of certain institutional investors
prohibit the purchase of low-priced stocks. Second, many brokerage houses do not
permit low-priced stocks to be used as collateral for margin accounts or to be
purchased on margin. Third, some brokerage house policies and practices tend to
discourage individual brokers from dealing in low-priced stocks. Finally,
broker's commissions on low-priced stocks usually represent a higher percentage
of the stock price than commissions on higher priced stocks. As a result, the
Company's shareholders may pay transaction costs that are a higher percentage of
their total share value than if the Company's share price were substantially
higher.
For more information about penny stocks, contact the Office of Filings,
Information and Consumer Services of the U.S. Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at
(202) 272-7440.
ITEM 2. PROPERTIES
We currently utilize space, for no charge, at 7150 E. Camelback Road, Suite 444,
Scottsdale, AZ 85251. The facilities include an answering machine, a fax
machine, computer and office equipment. We intend to use these facilities for
the time being until we feel we have outgrown them. We currently have no
investment policies as they pertain to real estate, real estate interests or
real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
Snoogoo, Corp. is not currently involved in any legal proceedings and we are not
aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information:
Our Common Stock is traded on FINRA's OTC Markets ("OTCQB") market under the
symbol "SGOO". To date, there has not been an active trading market.
(b) Holders:
At December 31, 2015 and 2014, 280 and 261 certificate holding stockholders of
record of our Common Stock.
(c) Dividend:
We have not declared any cash dividends and do not intend to declare or pay any
cash dividends in the foreseeable future.
(d) Transfer Agent:
The company has retained Pacific Stock Transfer of 4045 South Spencer Street
Suite 403 Las Vegas, Nevada as their transfer agent.
8
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable under smaller reporting company disclosure rules.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-K 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-K, 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. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:
* Our ability to attract and retain management, and to integrate and
maintain technical information and management information systems;
* Our ability to raise capital when needed and on acceptable terms and
conditions;
* The intensity of competition; and
* General economic conditions.
All written and oral forward-looking statements made in connection with this
Form 10-K 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.
SNOOGOO CORP. PLAN 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.
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 plans to use in order to launch web and mobile applications
with broad global appeal.
We have not generated any income since inception, as of the years ended December
31, 2014 and 2013, have incurred a net loss of $280,708 and $601,002,
respectively.
We are currently focusing on generating revenue by implementing three phases of
our strategy. First, we plan to raise capital to purchase manufacturing
equipment and lease a manufacturing facility. 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.
SNOOGOO CORP. RESULTS OF OPERATIONS
Revenues:
The Company is a Development stage company and has not generated any revenues
during the period from inception to December 31, 2014.
9
Property and equipment:
The Company currently owns no equipment.
Total Expenses:
The Company incurred operating expenses and interest expense for the years ended
December 31, 2014 and 2013 of $274,576 and $600,226, and $6,132 and $776
,respectively, due to administrative and interest expenses.
Net Income (Loss):
The Company incurred losses for the years ended December 31, 2014 and 2013 of
$280,708 and $601,002 respectively, due to impairment of long-term assets and
administrative and interest expenses.
Liquidity and Capital Resources:
For purposes of reporting cash flows, cash includes demand deposits, time
deposits, and short-term cash equivalents with original maturities of three
months or less. As of December 31, 2014 and 2013, Snoogoo had $85 and $74,
respectively.
Off Balance Sheet Arrangements:
We do not have any off balance sheet arrangements as of December 31, 2014 and
December 31, 2013.
The Company sold for cash $367,927 of equity securities from inception thru
December 31, 2014. In the year ended December 31, 2014, the Company issued
505,000 common shares in exchange for amounts owed to a debtor.
The following table provides selected financial data about Snoogoo, Corp. for
the periods ending December 31, 2014 and 2013.
Balance Sheet Data: 12/31/14 12/31/13
------------------- -------- --------
Cash $ 85 $ 74
Total assets $ 85 $ 74
Total liabilities $ 882,642 $ 687,123
Shareholders' equity $(882,557) $(687,049)
CRITICAL ACCOUNTING 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 reporting period. Actual results could differ from those estimates.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In accordance with the reporting requirements of SFAS No. 107, DISCLOSURES ABOUT
FAIR VALUE OF FINANCIAL INSTRUMENTS, the Company calculates the fair value of
its assets and liabilities which qualify as financial instruments under this
statement and includes this additional information in the notes to the financial
statements when the fair value is different than the carrying value of those
financial instruments. The estimated fair value of cash, accounts payable and
credit cards payable approximate their carrying amounts due to the short
maturity of these instruments. At December 31, 2014, the Company did not have
any other financial instruments.
INCOME TAXES
The Company accounts for corporate income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109. The Company recognizes deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the financial statements and tax returns. Deferred
tax assets and liabilities are determined based on the difference between the
financial statement carrying amounts and tax bases of assets and liabilities
using enacted tax rates in the years in which the differences are expected to be
settled or realized.
10
ITEM 8. FINANCIAL STATEMENTS
[LETTERHEAD OF SEALE AND BEERS, CPAS]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
SNOOGOO Corp. (Formerly Casey Container Corp.)
We have audited the accompanying balance sheets of SNOOGOO Corp. (Formerly Casey
Container Corp.) as of December 31, 2013 and 2014, and the related statements of
income, stockholders' equity (deficit), and cash flows for each of the years in
the two-year period ended December 31, 2014. SNOOGOO Corp. (Formerly Casey
Container Corp.)'s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SNOOGOO Corp. (Formerly Casey
Container Corp.) as of December 31, 2014, and 2013 and the related statements of
income, stockholders' equity (deficit), and cash flows for each of the years in
the two-year period ended December 31, 2014, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has no revenues, has negative working capital
at December 31, 2014, has incurred recurring losses and recurring negative cash
flow from operating activities, and has an accumulated deficit which raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Seale and Beers, CPAS
-----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
March 23, 2015
11
SNOOGOO CORP.
(formerly Casey Container Corp.)
Balance Sheets
(Expressed in U.S. Dollars)
(Audited)
As Of As Of
December 31, 2014 December 31, 2013
----------------- -----------------
ASSETS
CURRENT ASSETS
Cash $ 85 $ 74
------------ ------------
Total Current Assets 85 74
------------ ------------
Total Assets $ 85 $ 74
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 172,624 $ 157,145
Interest and Non-interest Bearing Loans From
Related Parties 33,800 4,850
Interest and Non-interest Bearing Loans 76,931 99,749
Due to Related Parties 599,287 425,379
------------ ------------
Total Current Liabilities 882,642 687,123
------------ ------------
STOCKHOLDERS' EQUITY
Preferred Stock 10,000,000 authorized, par value $0.001,
Common Stock 250,000,000 authorized shares, par value $0.001
94,771,701 and 92,700,034 shares issued and outstanding at
December 31, 2014 and December 31, 2013 94,772 92,700
Additional Paid-in-Capital 3,560,384 3,477,256
Deficit (4,537,713) (4,257,005)
------------ ------------
Total Stockholders' Equity (882,557) (687,049)
------------ ------------
Total Liabilities and Stockholders' Equity $ 85 $ 74
============ ============
The accompanying notes are an integral part of these financial statements.
12
SNOOGOO CORP.
(formerly Casey Container Corp.)
Statements of Operations
(Expressed in U.S. Dollars)
(Audited)
For the Year For the Year
Ended Ended
December 31, 2014 December 31, 2013
----------------- -----------------
REVENUES:
Revenues $ -- $ --
------------ ------------
Total Revenues -- --
------------ ------------
EXPENSES:
Operating Expenses
General and administrative 274,576 600,226
------------ ------------
Operating Expenses 274,576 600,226
------------ ------------
Other Expenses
Interest 6,132 776
------------ ------------
Total Other Expenses 6,132 776
------------ ------------
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- --
------------ ------------
Net Income (Loss) for the period $ (280,708) $ (601,002)
============ ============
Basic and Diluted Earnings Per Common Share $ (0.00) $ (0.01)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 94,448,130 76,512,135
============ ============
The accompanying notes are an integral part of these financial statements.
13
SNOOGOO CORP.
(formerly Casey Container Corp.)
Statements of Stockholders' Equity (Deficit)
December 31, 2014
(Expressed in U.S. Dollars)
(Audited)
Common Stock
Common Stock Issuable Additional
------------------- --------------- Paid-In Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
------ ------ ------ ------ ------- ------- ------
Balance, December 31, 2012 69,566,701 $69,567 -- $ -- $ 2,263,889 $(3,656,003) $(1,322,547)
Stock cancelled at $0.24 per
share on January 15, 2013 from
the original issuance on August 30, 2012 (300,000) (300) -- -- (71,700) -- (72,000)
Stock cancelled at $0.22 per share
on January 15, 2013 from the original
issuance on December 12, 2012 (150,000) (150) -- -- (32,850) -- (33,000)
Stock issued at $0.15 per share for
investor relations services on
February 13, 2013 450,000 450 -- -- 67,050 -- 67,500
Stock issued at $0.10 per share for
compensation to Board Members on
April 17, 2013 600,000 600 -- -- 59,400 -- 60,000
Stock issued at $0.05 per share for
debt to consultant on May 20, 2013 1,000,000 1,000 -- -- 49,000 -- 50,000
Stock issued at $0.06 per share for debt
to Chairman on June 24, 2013 1,533,333 1,533 -- -- 90,467 -- 92,000
Stock issued at $0.06 per share for debt
to a Vice President on June 24, 2013 1,000,000 1,000 -- -- 59,000 -- 60,000
Stock issued at $0.06 per share for debt
to the CEO on June 24, 2013 8,500,000 8,500 -- -- 501,500 -- 510,000
Stock issued at $0.05 per share for cash
on July 22, 2013 400,000 400 -- -- 19,600 -- 20,000
Stock issued at $0.08 per share for
consulting services on July 22, 2013 100,000 100 -- -- 7,900 -- 8,000
Stock cancelled at $0.06 per share on
August 27, 2013 from the original
issuance to a Vice President on
June 24, 2012 (300,000) (300) -- -- (17,700) -- (18,000)
Stock issued at $0.06 per share for
debt to President on September 26, 2013 300,000 300 -- -- 17,700 -- 18,000
Stock issued at $0.08 per share for
investor relations services on
October 1, 2013 200,000 200 -- -- 15,800 -- 16,000
Stock issued at $0.06 per share for
debt to Chairman on October 25, 2013 1,300,000 1,300 -- -- 76,700 -- 78,000
The accompanying notes are an integral part of these financial statements.
14
SNOOGOO CORP.
(formerly Casey Container Corp.)
Statements of Stockholders' Equity (Deficit)
December 31, 2014
(Expressed in U.S. Dollars)
(Audited)
(continued)
Common Stock
Common Stock Issuable Additional
------------------- --------------- Paid-In Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
------ ------ ------ ------ ------- ------- ------
Stock issued at $0.06 per share for
debt to President on October 25, 2013 2,500,000 2,500 -- -- 147,500 -- 150,000
Stock issued at $0.03 per share for
debt to consultant on November 26, 2013 1,000,000 1,000 -- -- 29,000 -- 30,000
Stock issued at $0.04 per share for debt
to President on December 17, 2013 5,000,000 5,000 -- -- 195,000 -- 200,000
Net Loss for the Year December 31, 2013 -- -- -- -- -- (601,002) (601,002)
---------- ------- ------ ------ ----------- ----------- -----------
Balance, December 31, 2013 92,700,034 $92,700 -- $ -- $ 3,477,256 $(4,257,005) $ (687,049)
Stock issued at $0.04 per share for
debt on January 31, 2014 1,250,000 1,250 -- -- 48,750 -- 50,000
Stock issued at $0.04 per share for
debt settlement agreement on
April 4, 2014 505,000 505 -- -- 19,695 -- 20,200
Stock issued at $0.04 per share for
cash on April 9, 2014 250,000 250 -- -- 9,750 -- 10,000
Stock issued at $0.075 per share for
cash on April 17, 2014 66,667 67 -- -- 4,933 -- 5,000
Net Loss for the Year December 31, 2014 -- -- -- (280,708) (280,708)
---------- ------- ------ ------ ----------- ----------- -----------
Balance, December 31, 2014 94,771,701 $94,772 -- $ -- $ 3,560,384 $(4,537,713) $ (882,557)
========== ======= ====== ====== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
15
SNOOGOO CORP.
(formerly Casey Container Corp.)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Audited)
For the Year For the Year
Ended Ended
December 31, 2014 December 31, 2013
----------------- -----------------
OPERATING ACTIVITIES:
Net Loss $ (280,708) $ (601,002)
Adjustments to reconcile net loss to
net cash used in operating activities:
Expenses paid on our behalf by Related Parties 237,580 510,625
Stock issued for services to Non-Officer Board Members -- 60,000
Stock issued for services to Non-Related Party -- 91,500
Stock issued to Non-Related Party for conversion of accounts payable 20,200 80,000
Accounts payables and loans due to Related Parties converted into stock 50,000 --
Stock cancelled due to rescission of agreements -- (105,000)
Finance and interest charges added to loan payable 6,132 776
Accounts payable and accrued liabilities 15,479 53,646
------------ ------------
Net Cash Provided from Operating Activities 48,683 90,545
------------ ------------
FINANCING ACTIVITIES:
Repayment of Related party expenses paid on our behalf (63,672) (118,843)
Non-interest bearing loan from Related Party 28,950 4,850
Repayment of loan payable (28,950) --
Common stock issued and issuable for cash 15,000 20,000
------------ ------------
Net Cash Provided from Financing Activities (48,672) (93,993)
------------ ------------
Net Increase (Decrease) in Cash 11 (3,448)
------------ ------------
Cash, Beginning of the Period 74 3,522
------------ ------------
Cash, End of the Period $ 85 $ 74
============ ============
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 1,250,000, 5,000,000,
3,800,000, and 11,033,333 Common shares on
January 31, 2014, December 17, 2013, October 25, 2013,
and June 24, 2013 $ 50,000 $ 1,090,000
============ ============
The accompanying notes are an integral part of these financial statements.
16
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS, HISTORY AND COMPANY TODAY - Snoogoo Corporation
(formerly Casey Container Corp. and formerly Sawadee Ventures Inc.), a Nevada
corporation, (hereinafter referred to as the "Company" or "Snoogoo Corp") was
incorporated in the State of Nevada on September 26, 2006. The Company's
year-end is December 31. The Company was originally formed in 2006 to engage in
the acquisition, exploration and development of natural resource properties of
merit.
Effective January 6, 2010 Ms. Rachna Khanna tendered her resignation as the
President, CEO, CFO and Director. Effective January 12, 2010, James Casey, Terry
Neild and Robert Seaman were appointed as Directors of the Company. Mr. Casey
was elected President, Mr. Terry Neild was elected Chief Executive Officer,
Chief Financial Officer and Secretary and Mr. Seaman was elected Vice
President-Operations.
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 designs and will custom manufacture biodegradable PET and other
polymer plastic preforms that become PET and other polymer plastic bottles and
containers, for such product lines as bottled water, bottled beverages and other
consumer products. Casey has a non-exclusive supply and license agreement with
Bio-Tec Environmental, LLC. Casey currently is considered a "shell" company
inasmuch as it is not in production and has no revenues, employees or material
assets.
Effective February 7, 2011, Martin R. Nason was elected President, Chief
Executive Officer and Chief Financial Officer. Mr. Neild remained Chairman of
the Board of Directors and Secretary, Mr. Casey as Vice President of Technical
Services and Sales and Mr. Seaman as Vice President Manufacturing. On January
31, 2014, Mr. Seaman resigned and Mr. Nason was elected as a Director.
On January 9, 2015 the Board Of Directors approved a Letter Of Understanding and
Term Sheet to purchase the assets, including, but not limited to patents,
intellectual property rights, logos and commercial symbols relating to an
Information Network technology software.
On January 14 and 16, 2015, James T. Casey and Martin R. Nason, respectively,
resigned as Members of the Board Of Directors, which was approved by the
remaining Board Members on January 20, 2015. Mr. Nason remained as its Chief
Executive Officer, President and Chief Financial Officer.
On February 9, 2015, the Board of Directors of the Company resolved and approved
to change the Company's name to SnooGoo Corp. and to increase the authorized
Common Shares from 250,000,000, $0.001 par value to 1,000,000,000, $0.001 par
value and on February 10, 2015, a Certificate of Amendment was accordingly filed
with the State of Nevada and the Company received a Nevada State Business
License for SnooGoo Corp. on February 11, 2015. On February 11, the Company
signed an Asset Purchase Agreement relative to the Letter Of Understanding and
Term Sheet per January 9, 2015 above, taking the Company in a completely new
business direction. The Company no longer will no pursue its previous business
venture in the biodegradable plastic industry. The Company filed for trademark
registration of the Snoogoo name and logo as identifying marks of the Snoogoo
Software products and Apps, including all applications (see Note 13, "Subsequent
Events").
17
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
BASIS OF PRESENTATION - In the opinion of management, the accompanying balance
sheets and related 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 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 and outcomes
may differ from managements' estimates and assumptions.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments
with maturity of three months or less to be cash equivalents.
INCOME TAXES - The Company accounts for its 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.
The Company has net operating loss carryovers of $4,537,713 and $4,257,005 for
the years ended December 31, 2014 and 2013 respectively, to be used to reduce
future year's taxable income. The Company has recorded a valuation allowance for
the full potential tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.
December 31, December 31,
2014 2013
------------ ------------
Net operating loss carryovers $ 4,537,713 $ 4,257,005
============ ============
Effective tax deferred asset (30% tax rate) $ 1,361,314 $ 1,277,101
Impairment of tax deferred asset $ (1,361,314) $ (1,277,101)
------------ ------------
Net tax deferred asset $ 0 $ 0
============ ============
NET LOSS PER COMMON SHARE - Basic net loss per share is computed by dividing the
net loss available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during 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
period from September 26, 2006 (Date of Inception) through December 31, 2014,
the Company had no potentially dilutive securities. The basic and diluted net
loss per share was $(0.00) and $(0.01) for the years ended December 31, 2014 and
2013, respectively. For the years ended December 31, 2014 and 2013 the Net Loss
was $(280,708) and $(601,002), respectively. For the years ended December 31,
2014 and 2013, the Weighted Average Number of Common shares used in per share
calculations was 94,448,130 and 76,512,135 respectively.
18
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan. In
the years ended December 31, 2014 and 2013, the Company issued none and 600,000
Restricted Common shares with a value of none and $60,000 respectively, which
represented the closing price of the Company's Common shares on the date of each
issuance.
REVENUE RECOGNITION - The Company recognizes revenue when the following four
revenue recognition criteria are met (1) persuasive evidence of an arrangement
that exists; (2) delivery has occurred or services have been provided; (3) the
selling price is fixed or determinable and (4) collectability is reasonably
assured.
LONG-LIVED ASSETS - The carrying value of intangible assets and other long-lived
assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest impairment. The Company recognizes impairment
when the sum of the expected undiscounted future cash flows is less than the
carrying amount of the asset. Impairment losses, if any, are measured as the
excess of the carrying amount of the asset over its estimated fair value.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value estimates discussed herein are
based upon certain market assumptions and pertinent information available to
management, as of December 31, 2014 and 2013. These financial instruments
include cash, prepaid expenses and accounts payable. Fair values were assumed to
approximate carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are payable on
demand.
Level 1: The preferred inputs to valuation efforts are "quoted prices in active
markets for identical assets or liabilities," with the caveat that the reporting
entity mush have access to that market. Information at this level is based on
direct observations of transactions involving the same assets and liabilities,
not assumptions, and thus offers superior reliability. However, relatively few
items, especially physical assets, actual trade in active markets.
Level 2: The Financial Accounting Standards Board ("FASB") acknowledged that
active markets for identical assets and liabilities are relatively uncommon and,
even when they do exist, they may be too thin to provide reliable information.
To deal with this shortage of direct data, FASB provided a second level of
inputs that can be applied in three situations.
Level 3: If inputs from Levels 1 and 2 are not available, FASB acknowledges that
fair value measures of many assets and liabilities are less precise. FASB
describes Level 3 inputs as "unobservable," and limits their use by saying they
"shall be used to measure fair value to the extent that observable inputs are
not available." This category allows "for situations in which there is little,
if any, market activity for the asset or liability at the measurement date."
Earlier in the standard, FASB explains that "observable inputs" are gathered
from sources other than the reporting company and that they are expected to
reflect assumptions made my market participants.
RECENT ACCOUNTING PRONOUNCEMENTS - FASB issues various Accounting Standards
Updates relating to the treatment and recording of certain accounting
transactions. On June 10, 2014, the Financial Accounting Standards Board issued
Accounting Standards Update (ASU) No. 2014-10, DEVELOPMENT STAGE ENTITIES (TOPIC
915) - ELIMINATION OF CERTAIN FINANCIAL REPORTING REQUIREMENTS, INCLUDING AN
AMENDMENT TO VARIABLE INTEREST ENTITIES GUIDANCE IN TOPIC 810, CONSOLIDATION,
which eliminates the concept of a development stage entity (DSE) entirely from
current accounting guidance. The Company has elected adoption of this standard,
which eliminates the designation of DSEs and the requirement to disclose results
of operations and cash flows since inception.
19
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
2. GOING CONCERN
The Company incurred net losses of $4,537,713 for the period from September 26,
2006 (Date of Inception) through December 31, 2014 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 services and borrow from its directors, officers, related
and non-related parties, reduce its cash expenses and continue to raise
sufficient equity capital for cash, but there can be no assurance the Company
will be successful in raising the equity capital for cash. The ability of the
Company to continue as a going concern is dependent on receiving sufficient
sources of cash equity capital 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. PROPERTY AND EQUIPMENT
As of December 31, 2014 and 2013, respectively, the Company does not own any
property and/or equipment.
4. INTANGIBLES
The Company's accounting policy for Long-Lived Assets requires it to review on a
regular basis for facts or circumstances that may suggest impairment. The
Company recorded an asset Contract Rights for $18,379 as disclosed in Note 5
Stockholders' Equity at December 31, 2010. The Product Purchase Agreement
("PPA") is between the Company and Taste of Aruba (U.S.), Inc., a related party
(see Note 5 "Stockholders' Equity" and Note 6 "Related Party Transactions"). The
PPA does not provide a performance guaranty to purchase the Company's products.
If there isn't substantial performance the Company's option would be to seek
damages in a lawsuit, but there is no guaranty damages would be awarded or that
any awarded damages would be collected. The Company determined the Contract
Rights are impaired and expensed the full amount of $18,379 in 2010.
5. STOCKHOLDERS' EQUITY
At December 31, 2014 and 2013, the Company has 10,000,000 Preferred shares
authorized with a par value of $0.001 per share and 250,000,000 Common shares
authorized with a par value of $0.001 per share. At December 31, 2014 and 2013,
the Company had 94,771,701 and 92,700,034 Common shares issued and outstanding,
respectively.
On January 15, 2013, the Company entered into a Rescission Agreement regarding
the August 30, 2012 and December 12, 2012 issuances of 300,000 restricted Common
shares and 150,000 restricted Common shares, respectively, due to the Company's
inability to utilize the Consultant's services as expected during the terms of
each of the two consulting and investor relations service agreements. The
Company reversed the $72,000 and $33,000 originally recorded in the quarters
ending September 30, 2012 and December 31, 2012, respectively.
On February 13, 2013, the Company signed a Consulting Agreement with the same
group and issued a total of 450,000 restricted Common shares at $0.15 per share,
the closing price of the Company's Common shares on the OTC.BB. The Company
expensed $67,500 in the quarter ending March 31, 2013.
On April 17, 2013, the Company signed two Agreements To Serve On Board Of
Directors with two new independent Board of Director members and issued a total
of 600,000 restricted Common shares, 300,000 to each, at $0.10 per share, the
closing price of the Company's common shares on the OTC.BB. The Company expensed
$60,000 in the quarter ending June 30, 2013.
20
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
5. STOCKHOLDERS' EQUITY (continued)
On May 20, 2013, the Company signed a Debt Settlement Agreement and issued
1,000,000 restricted Common shares in exchange for $50,000 in Accounts Payable
due to a creditor, at $0.05 per share, a 28.6% discount from the closing price
of the Company's freely-traded Common shares of $0.07 on the OTC.BB.
On June 24, 2013, the Company signed three Debt Settlement Agreements and issued
a total of 11, 033,333 restricted Common shares in exchange for a total of
$662,000 in amounts Due To Related Parties and Non-Interest Bearing Loans From
Related Parties, of which $92,000 was owed to its Chairman ($41,750 Due to
Related Parties and $50,250 Non-Interest Bearing Loans From Related Parties),
$510,000 was owed to its Chief Executive Officer and President ($510,000 Due To
Related Parties) and $60,000 owed to its Vice President of Sales and Technical
Services ($18,000 in Due To Related Parties and $42,000 in Non-Interest Bearing
Loans From Related Parties). The debt settlement was at $0.06 per share, a 14.3%
discount from the closing price of its freely-traded shares of $0.07 on the
OTC.BB.
On July 20, 2013, the Company sold 400,000 restricted Common shares to
non-related parties at $0.05 per share for cash of $20,000, at a 28.6% discount
from the closing price of the Company's freely-traded Common shares of $0.07 on
the OTC.BB on July 19, 2013.
On July 22, 2013, the Company issued 100,000 restricted Common shares at $0.08
per share, for a total of $8,000, for services from a non-related party
consultant. The $8,000 was expensed in the quarter ending September 30, 2013.
On August 27, 2013, the Company rescinded and canceled 300,000 restricted Common
shares at $0.06 per share, for a total of $18,000, from its Vice President of
Sales and Technical Services, who on June 24, 2013 (see above) signed a Debt
Settlement Agreement for $60,000.
On September 26, 2013, the Company signed a Debt Settlement Agreement with its
Chief Executive Officer and President for 300,000 restricted Common shares at
$0.06 per share, for a total of $18,000, a 25% discount from the closing price
of the Company's freely-traded Common shares of $0.08 on the OTC.BB.
On October 1, 2013, the Company signed a Consulting Agreement with a non-related
party to provide investor relations services, providing for the issuance of
200,000 restricted Common shares at $0.08 per share, for a total of $16,000, the
closing price of the Company's freely-traded Common shares on the OTC.BB and
expensed in the quarter.
On October 25, 2013, the Company signed Debt Settlement Agreements with its
Chairman and Chief Executive Officer and President for 1,300,000 and 2,500,000
restricted Common shares at $0.06 per share, respectively, for a total of
$78,000 and $150,000, respectively, a 33.3% discount from the closing price of
the Company's freely-traded Common shares of $0.09 on the OTC.BB.
On November 26, 2013, the Company signed a Debt Settlement Agreement with a
non-related party consultant for 1,000,000 restricted Common shares at $0.03 per
share, respectively, for a total of $30,000, a 40% discount from the closing
price of the Company's freely-traded Common shares of $0.05 per share on the
OTC.BB.
On December 17, 2013, the Company signed a Debt Settlement Agreement with its
Chief Executive Officer and President for 5,000,000 restricted Common shares at
$0.04 per share for a total of $200,000, a 33.3% discount from the closing price
of the Company's freely-traded Common shares of $0.06 per share on the OTC.BB.
21
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
5. STOCKHOLDERS' EQUITY (continued)
On January 31, 2014, the Company signed a Debt Settlement Agreement with Aruba
Capital Partners Limited, a company owned by its Chairman, whereby 1,250,000
Restricted Common shares at $0.04 per share were issued in exchange for $50,000
of unpaid expenses incurred on behalf of the Company and a non-interest bearing
loan made to the Company, which represents a 33.3% discount to the closing price
of the Company's freely-traded shares on the OTC.BB (see Note 6 "Related Party
Transactions:).
On April 3, 2014, the Company sold 250,00 Restricted Common shares at $0.04 per
share for cash to a non-related party who's also a vendor (see April 4, 2014
transaction below), which represents a 33.3% discount to the closing price of
$0.06 per share of the Company's freely-traded shares on the OTC.BB.
On April 4, 2014, the Company signed a Debt Settlement Agreement with a
non-related vendor, whereby the Company issued 505,000 Restricted Common shares
at $0.04 per share in exchange for $20,200 of accounts payable owed to the
vendor, which represents a 33.3% discount to the closing price of $0.06 per
share of the Company's freely-traded shares on the OTC.BB.
On April 10, 2014, the Company sold 66,667 Restricted Common shares at $0.075
per share for cash to a non-related party, which represents a 25% discount to
the closing price of $0.10 per share of the Company's freely-traded shares on
the OTC.BB.
6. RELATED PARTY TRANSACTIONS
As of December 31, 2014 and 2013, $599,287 and $425,379 respectively is due to
Company officers for unpaid expenses and fees.
On January 28, 2011, a related party loaned the Company $20,000 in a
non-interest bearing note (see "Note 9 "Non-Interest Bearing Loans"). On
February 3, 2012, a related party made a non-interest bearing loan of $7,000, of
which $5,000 was repaid on May 23, 2012. See October 1, 2013 transaction below.
On May 21 and 30, 2012, the Chairman of the Board loaned the Company $12,000 and
$38,250, respectively, in a non-interest bearing loan.
On April 18 and May 17, 2012, a Vice President loaned the Company $38,000 and
$4,000, respectively, in a non-interest bearing loan (see Note 9, "Non-Interest
Bearing Loans").
On March 5, 2013, the Company borrowed $4,850 in a non-interest bearing loan
from a firm controlled by the Chairman of the Board.
On June 24, 2013, the Chairman, Chief Executive Officer and President and the
Vice President Sales and Technical Services signed Debt Settlements Agreements,
converting $92,000, $510,000 and $60,000 (reduced by $18,000 on August 27,
2013), respectively, of unpaid expenses, fees and loans into 1,533,333,
8,500,000 and 1,000,000, respectively of restricted Common Shares (see Note 5
"Stockholders' Equity") at $0.06 per share. On June 24, 2013, the closing price
of the Company's freely-traded shares on the OTC.BB was $0.07 per share,
representing a 14.3% discount. A Form 8-K was filed by the Company on July 1,
2013. The amounts outstanding to Related Parties at December 31, 2014 and 2013
are unsecured.
22
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
6. RELATED PARTY TRANSACTIONS (continued)
On October 1, 2013, a previously classified Related Party whom the Company owes
$22,000 in a non-interest bearing loan is no longer deemed a Related Party (see
Note 9 "Non-Interest Bearing Loans"), since the party ceased to be involved in
any and all of the Company's business affairs.
On January 31, 2014, the Chairman signed a Debt Settlement Agreement, converting
$50,000, respectively of unpaid expenses and loans into 1,250,000 Restricted
Common shares (see Note 5 Stockholders' Equity") at $0.04 per share,
representing a 33.3% discount to the closing price of the freely-traded shares
on the OTC.BB.
On November 17, 2014, the Chairman assumed an interest-bearing loan of
$28,647.08 from a Non-Related Party.
The amounts of all expenses paid on behalf of the Company by Officers/Directors
and non-interest bearing loans outstanding at December 31, 2014 and December 31,
2013, respectively, are to Related Parties and are all unsecured.
December 31, December 31,
2014 2013
-------- --------
Unpaid expenses and fees to Officers/Directors $599,287 $425,379
-------- --------
Non-interest and interest bearing loans to
Related Parties:
Chairman Of Board and Officer $ 33,800 $ 4,850
======== ========
7. STOCK OPTIONS
At December 31, 2014 and 2013, the Company does not have any stock options
outstanding, nor does it have any written or verbal agreements for the issuance
or distribution of stock options at any point in the future.
8. ADVERTISING
The Company expenses its advertising, which includes investor relations
services, as General and Administrative expenses, as incurred. The Company
incurred $ 6,425 and $21,000 as of December 31, 2014 and 2013, respectively.
9. NON-INTEREST BEARING LOANS
On January 28, 2011 and February 3, 2012, Auspice Capital, a former related
party loaned the Company $27,000 in non-interest bearing loans of which $22,000
are outstanding as of December 31, 2014 and 2013.
On April 18 and May 17, 2012, a Vice President loaned the Company $38,000 and
$4,000, respectively, in a non-interest bearing loan (see Note 6 "Related Party
Transactions"). On June 24, 2013, the Vice President converted the $42,000 in
Non-Interest Bearing Loans into restricted Common Shares of the Company (see
Note 5 "Stockholders' Equity" and Note 6 "Related Party Transactions").
On May 21 and 30, 2012 and March 5, 2013, the Chairman of the Board loaned the
Company $12,000, $38,250 and $4,850 respectively, in a non-interest bearing
loans (see Note 6 "Related Party Transactions"). On June 24, 2013, the
23
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
9. NON-INTEREST BEARING LOANS (continued)
Chairman converted the $50,250 in non-interest bearing loans in restricted
Common Shares of the Company (see Note 5 "Stockholders' Equity" and Note 6
"Related Party Transactions").
The amounts of all non-interest bearing loans outstanding at December 31, 2014
and December 31, 2013, respectively are unsecured (see Note 6, "Related Party
Transactions") follows:
December 31, December 31,
2014 2013
-------- --------
Non-interest bearing to Loans:
Non-Officer/Director $ 22,000 $ 22,000
Chairman Of Board and Officer 4,850 4,850
-------- --------
Total $ 26,850 $ 26,850
======== ========
10. 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 equity capital from an investor group. The full amounts
are unsecured and not in default.
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, which was
expensed, from a non-related party. The loans, one-time financing fees and
accrued interest is due upon the Company's receipt of equity capital from an
investor group. The loan is unsecured and has a maturity date of December 31,
2013. The Company has not raised equity capital from any investor group.
On November 17, 2014, the a company controlled by the Chairman assumed an
interest-bearing loan, with principal and cumulative accrued interest totaling
$28,647.08 from a Non-Related Party (see Note 6 "Related Party Transactions).
The amounts of all interest bearing loans outstanding at December 31, 2014 and
2013, respectively, are not in default, are not secured and accrued interest has
been recorded in the respective years, follows:
December 31, December 31,
2014 2013
-------- --------
Interest bearing to Related and
Non-Related Parties:
Related Party - principal $ 24,900 $ 24,900
cumulative interest accrued 4,049 2,849
Non-Related Party - principal 50,000 50,000
cumulative interest accrued 4,932 --
-------- --------
Total $ 83,881 $ 77,749
======== ========
24
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
11. ARUBA BRANDS CORP. STOCK PURCHASE AGREEMENT
On September 18, 2013, the Company entered into a Stock Purchase Agreement
("Agreement") with Aruba Brands Corp ("Aruba"), whereby Aruba would acquire for
$1.5 million, 19.9% in Restricted Common shares, based upon the total of the
Company's issued and outstanding shares upon completion of the funding of this
Agreement. The Company filed a Form 8-K with the SEC on September 24, 2013. The
funding has not occurred as of December 31, 2014.
12. STOCK PURCHASE AGREEMENT
On April 3, 2014, the Company approved and signed a Stock Purchase Agreement
dated March 24, 2014 with an investor group for a total amount of $10 million.
For $5 million of the total, the investor will receive Restricted Common shares
equal to forty percent (40%) of the total number of Common shares issued and
outstanding on the date of funding and the investor would loan the Company $5
million at 6%, to be paid over a period of years, with a payment grace period of
interest and principal until January 1, 2016. The Company filed a Form 8-K with
the SEC on April 14, 2014. No funding has been received as of December 31, 2014
and the Company deems the transaction terminated.
13. SUBSEQUENT EVENTS
On January 6, 2015, the Company entered into three (3) Debt Settlement
Agreements to exchange a total of 26 million Restricted Common shares, at $0.01
per share, for debt owed to the Creditors totally $260,000, which was approved
at the January 9, 2015 Board Of Directors Meeting. The Chairman exchanged
$200,000 of debt for twenty (20) million Restricted Common shares, an
independent Director exchanged $10,000 of debt for one (1) million Restricted
Common shares and a creditor of the Company exchanged $50,000 of debt for five
(5) million Restricted Common Shares. Also at its January 9, 2015 Board Of
Directors Meeting, the Board approved a Letter Of Understanding and Term Sheet
to purchase the assets, including but not limited to patents, intellectual
property rights, logos and commercial symbols relating to the Information
Network technology software.
On January 14 and 16, 2015, James T. Casey and Martin R. Nason, respectively
resigned as Members of the Board Of Directors, which was approved by the
remaining Board Members on January 20, 2015. Mr. Nason will remain as its Chief
Executive Officer, President and Chief Financial Officer.
On January 27, 2015, the Company entered into a Debt Settlement Agreement to
exchange six million five hundred thousand (6,500,000) Restricted Common shares,
at $0.03 per share, for $195,000 of debt owed to a company controlled by its
Chief Executive Officer, President and Chief Financial Officer, which was
approved at the January 28, 2015 Board Of Directors Meeting.
On February 4, 2015, the Company sold for cash 1,000,000 Restricted Common
shares to a non-related party at $0.025 per share for $25,000.
On February 5, 2015, the Company filed a Form 8-K with the Securities and
Exchange Commission regarding the above events.
25
SNOOGOO CORP.
(formerly Casey Container Corp.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014 and 2013
13. SUBSEQUENT EVENTS (continued)
On February 9, 2015, the Board of Directors of the Company resolved and approved
to change the Company's name to SnooGoo Corp. and to increase the authorized
Common Shares from 250,000,000, $0.001 par value to 1,000,000,000, $0.001 par
value, which was approved by over fifty-one percent (51%) of the issued and
outstanding Common Shares. On February 10, 2015, a Certificate of Amendment was
accordingly filed with the State of Nevada and the Company received a Nevada
State Business License for SnooGoo Corp. on February 11, 2015.
On February 11, 2015, the Company filed a Form 8-K with the Securities and
Exchange Commission regarding the signing of the Asset Purchase Agreement, as
per January 9, 2015 above, along with a Debt Settlement Agreement to exchange
six million six hundred and sixty eight thousand (6,668,000) Restricted Common
shares, at $0.03 per share, for $200,040 of debt owed to a company controlled by
its Chief Executive Officer, President and Chief Financial Officer, which was
approved at the February 16, 2015 Board Of Directors Meeting.
On February 16, 2015, the Board of Directors of the Company resolved and
approved the Debt Settlement Agreement dated February 11, 2015, as per the
previous paragraph and approved Consulting Agreements with Kenny Consulting, LLC
dated February 3, 2015 for 4,000,000 Restricted Common shares at $0.03 per
share, Robert Egeland dated February 3, 2015 for 7,500,000 Restricted Common
shares at $0.03 per share, Michael Schifsky dated February 10, 2015 for
4,000,000 Restricted Common shares at $0.03 per share and Nishil Patel dated
February 10, 2015 for 500,000 Restricted Common shares at $0,03 per share.
On February 17, 2015, the Board of Directors of the Company resolved and
approved an Amendment to each Agreement to Serve on the Board of Directors with
the two independent Directors, Richard Truelick and Scott Campbell, for
2,000,000 Restricted Common shares at $0.03 per share to each independent
Director.
On February 23, 2015, the Board of Directors of the Company accepted the
resignation of Martin R. Nason as Company Treasurer and the appointment of
Michael Schifsky as Company Treasurer.
On February 23, 2015, the Company received approval from the Financial Industry
Regulatory Authority ("FINRA"), that it approved the name change from Casey
Container Corp. to Snoogoo Corp. and assigned the trading symbol "SGOO,"
effective the beginning of trading on February 24, 2015.
26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 (our
President), 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 were not effective
and that such material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and 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.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
President), we have conducted an evaluation of the effectiveness of the design
and operation of our financial reporting, 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 were not effective and that such material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and 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.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures. A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Management assessed the effectiveness of the Company's internal control over
financial reporting and has identified the following material weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in various key functional areas needed for the development of the
Company.
27
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We have a functioning audit committee of outside directors on our board of
directors, resulting in effective oversight in the establishment and monitoring
of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended December 31,
2014 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and officers of Snoogoo Corp., whose one year term will expire
01/12/16 or at such a time as their successor(s) shall be elected and qualified
are as follows:
Name Age Position Date First Elected Term Expires
---- --- -------- ------------------ ------------
Terry W Neild 74 Chairman 1/12/10 (Appointed) 01/12/16
& Secretary
Martin Nason 70 President 1/31/14 (Appointed) 01/12/16
CEO, CFO
Richard Truelick 74 Director 4/17/13 (Appointed) 01/12/16
Dr. Scott Campbell 55 Director 4/17/13 (Appointed) 01/12/16
Directors are elected to serve until the next annual meeting of stockholders and
until their successor has been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified. No executive officer or director of the corporation has been the
subject of any order, judgment, or decree of any court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring, suspending or otherwise limiting him or her from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities. No executive officer or
director of the corporation has been convicted in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding which
is currently pending.
28
RESUMES
EXECUTIVE OFFICERS AND DIRECTORS
Mr. James Casey, Mr. Terry Neild and Mr. Robert Seaman were appointed as
Directors of the Company in 2010. Mr. Casey filled the position of President,
Mr. Terry Neild, Chief Executive Officer, Chief Financial Officer and Secretary
and Mr. Seaman is the Vice- President-Operations. Subsequent to December 31,
2010 both Mr. Neild and Mr. Casey resigned from their positions and Martin R
Nason was appointed Chief Executive Officer, Chief Financial Officer, and
President. Mr. Neild remains Chairman of the Board and Mr. Casey was appointed
Executive Vice-President of Technical Services and remains a director. On April
17th, 2013 the Board of Directors appointed Mr. Richard Truelick and Dr. Scott
Campbell to the Board of Directors. On January 31, 2014 Mr. Seaman stepped down
as a Director and was replaced by Mr. Nason. Mr. Seaman remains Vice-
President-Operations. On January 20, 2015, the Board of Directors accepted the
resignations of James T. Casey and Martin R. Nason from their seats on the Board
of Directors. Mr. Casey also resigned as Executive Vice-President of Technical
Services. Martin R. Nason remained the Company's President CEO and CFO.
Mr. Martin Nason, age 70, has over 35 years experience as a Chief Financial
Officer, Chief Operating Officer, and Chief Executive Officer with financial,
operating, strategic, planning, manufacturing, marketing, and distribution
experience, mostly with high growth domestic and international private and
publically-owned companies. Mr. Nason was founder and former Director of a
California Regional Bank and was Senior Executive Vice-President and Chief
Operating Officer of Vidal Sassoon, Inc., a $165 million international hair care
and cosmetics company sold in 1983 to Richardson-Vicks, Inc., now a division of
Proctor and Gamble. He was Chief Financial Officer of WCT Communications, a
switch-based long distance company which grew to $150 million in sales and was
sold to Frontier Corp. (formerly Rochester Telephone) in 1995. Mr. Nason has
taken several companies public and consulted for a variety of consumer products
companies.
Mr. Terry Neild, age 74, was previously President and CEO of Clearly Canadian
Beverage Corporation and Jolt Beverages Corporation, both successful retail
specialty beverage and bottled water companies. Throughout his 35-year career as
a business leader and innovator, Mr. Neild has built a depth of proven
entrepreneurial skills in a variety of industries. He has guided the development
of several start-up companies; bringing them to a substantial success. Mr.
Neild, who is a Certified Management Accountant, has held senior financial
positions in Fortune 500 companies.
Mr. Truelick, age 74, is a certified CPA who is the President and founder of
Truelick Associates, an Independent Merger Intermediary and Investor. Mr.
Truelick's experience includes performing financial analysis, research, and
transaction negotiations with an emphasis on mergers and acquisitions. Over the
past forty years Mr. Truelick has consummated over a hundred transactions
involving mergers, acquisitions, and related business agreements.
Dr. Campbell, age 55, is the President & founder of Campbell and Company
Financial Group, Inc. ("CCFG") a full-service accounting firm with its primary
focus on the hospitality industry. Over the past 25 years CCFG Inc. has
developed proprietary financial models specifically designed for the
restaurant/bar industry. In addition to private accounting CCFG Inc. prepares
filings for many public companies and serves as an Officer and Director of some.
29
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Terry Neild 2014 0 0 0 0 0 0 0 0
Martin Nason 2014 0 0 0 0 0 0 0 0
James Casey 2014 0 0 0 0 0 0 0 0
Robert Seaman 2014 0 0 0 0 0 0 0 0
Robert Truelick 2014 0 0 0 0 0 0 0 0
Dr. Scott Campbell 2014 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- -------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Terry Neild 0 0 0 0 0 0 0 0 0
Martin Nason 0 0 0 0 0 0 0 0 0
James Casey 0 0 0 0 0 0 0 0 0
Robert Seaman 0 0 0 0 0 0 0 0 0
Richard Truelick 0 0 0 0 0 0 0 0 0
Dr. Scott Campbell 0 0 0 0 0 0 0 0 0
30
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Terry Neild 0 0 0 0 0 0 0
Martin Nason 0 0 0 0 0 0 0
James Casey 0 0 0 0 0 0 0
Robert Seaman 0 0 0 0 0 0 0
Richard Truelick 0 0 0 0 0 0 0
Dr. Scott Campbell 0 0 0 0 0 0 0
The current Board of Directors is comprised of Mr. Terry Neild, who was
appointed on January 6, 2010, and Mr. Richard Truelick and Dr. Scott Campbell,
who were appointed as Directors of the Company on April 17, 2013. Mr. Terry
Neild is the Chairman of the Board of Directors.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Snoogoos' voting
securities by officers, directors and major shareholders as well as those who
own beneficially more than five percent of our common stock as of the date of
this report:
Name and Address No. of Percentage
of Beneficial Owner (1) Shares of Ownership
----------------------- ------ ------------
Terry W Neild - Director 28,273,379 18%
7165 E Balford Road
Paradise Valley, AZ 85253
Martin R Nason - Officer 21,218,000 14%
7825 N Calle Caballeros
Paradise Valley, AZ 85253
Richard Truelick 2,315,000 1.5%
12461 North 138th Place
Scottsdale, AZ 85259
Dr. Scott Campbell 2,550,000 1.5%
7702 East Doubletree Ranch Rd #300
Scottsdale, AZ 85258
Robert Egeland 11,150,000 7%
165 S Kenmore Ave.
Elmhurst, IL 60126
----------
(1) The persons named above may be deemed to be a "parent" and "promoter" of
the Company, within the meaning of such terms under the Securities Act of
1933, as amended, by virtue of their direct holdings in the Company.
31
Name and Address
of Beneficial Owner (1)
of more that 5% of our No. of Percentage
Common Stock Shares of Ownership
------------ ------ ------------
Terry W Neild 28,273,379 18%
7165 E Balford Road
Paradise Valley, AZ 85253
Robert Egeland 11,150,000 7%
165 S Kenmore Ave.
Elmhurst, IL 60126
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Terry
Neild, Chairman of the corporation, on a rent-free basis. Mr. Neild will also
not receive any interest on any funds that he may advance to us for operating
expenses.
Terry W. Neild, Chairman of the Board of Directors, made several non-interest
bearing cash loans totaling $103,400 and for expenses incurred of $76,000 to the
Company during the year 2010. On December 30, 2010, Mr. Neild exchanged these
non-interest bearing cash loans and outstanding expenses incurred on behalf of
the Company for 717,600 Restricted Common shares, at $0.25 per share, the
closing price of the Company's Common shares on the date of conversion. On May
21 and 30, 2012, Mr. Neild loaned the Company $12,000 and $38,250, respectively,
in a non-interest bearing loans. On June 24th, 2013 Mr. Neild converted $90,020
owed to him into 1,500,333 shares of the Company's restricted common stock. On
October 25th, 2013 Mr. Neild converted $78,000 owed to him into 1,300,000 shares
of the Company's restricted common stock. On January 6, 2015, Mr. Neild entered
into a Debt Settlement Agreement to exchange $200,000 of debt owned to him by
the Company for twenty 20 million Restricted Common shares.
Martin R Nason, President and Chief Executive Officer, made several non-interest
bearing cash loans totaling $8,100. On February 10, 2012, Mr. Nason loaned
$7,000 in a non-interest bearing loan, which was repaid on February 13, 2012. On
February 22, 2012, Mr. Nason loaned $1,100 in a non-interest bearing loan, which
was repaid on April 25 and May 17, 2012. On June 24th, 2013 Mr. Nason converted
$510,000 owed to him into 8,500,000 shares of the Company's restricted common
stock. On September 26th, 2013 Mr. Nason converted $18,000 owed to him into
300,000 shares of the Company's restricted common stock. On October 25th, 2013
Mr. Nason converted $200,000 owed to him into 5,000,000 shares of the Company's
restricted common stock. On December 17th, 2013 Mr. Nason converted $150,000
owed to him into 2,500,000 shares of the Company's restricted common stock.
These conversions were for expenses paid and by Mr. Nason on behalf of the
Company over a period from 2010 thru 2013. On January 27, 2015 Mr. Nason entered
into a Debt Settlement Agreement to exchange $195,000 of debt owed to him by the
Company for 6,500,000 Restricted Common shares.
James T Casey, Executive Vice-President of Technical Services, made several
non-interest bearing cash loans totaling $42,000. On April 18 and May 17, 2012,
Mr. Casey loaned the Company $38,000 and $4,000, respectively, in a non-interest
bearing loan. On April 11, 2012, Mr. Casey received 250,000 shares of Restricted
Common shares were issued to a Vice President, at $0.18 per share (the closing
price of the Common shares on April 11, 2012), in exchange for amounts owed to
the Vice President. On June 24th, 2013 Mr. Casey converted $42,000 owed to him
in exchange for 700,000 shares of the Company's restricted common stock. This
entire section needs to be updated for probably 2015 since the figures are from
2013 and don't include all the debt settlements in 2015.
32
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $4,750 for
audit-related services during the year ending December 31, 2014.
The total fees charged to the company for audit services were $4,750 for
audit-related services during the year ended December 31, 2013.
PART IV
ITEM 15. 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 Piles pursuant to Rule Filed electronically
405 of Regulation S-T.
33
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this report to be signed on
its behalf by the undersigned, in the city of Paradise Valley, AZ, on March 30,
2015.
Snoogoo, Corp.
/s/ Martin R Nason
-----------------------------------------
Martin R Nason,
Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer
3
