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.
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