NOTES TO FINANCIAL STATEMENTS
Note 1 – Organization, Plan of Business
Snoogoo Corp (originally Sawadee Ventures, Inc. and then Casey Container Corp.) was incorporated under the laws of the State of Nevada on September 26, 2006 (the “Company” or “Snoogoo Corp.”) and was originally formed to engage in the acquisition, exploration and development of natural resource properties. In 2015 the Company changed its business direction and entered into an Asset Purchase Agreement for the acquisition of a new social information network technology that it planned to use in order to launch web and mobile applications with broad global appeal. In 2016 the Company abandoned the concept due to difficulties with the seller in completing the asset purchase and is currently seeking to acquire a company in either the green energy industry or one with a focus on a strong sustainability program.
The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating expenses and the cost of an acquisition and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding and believes that it will be successful in its capital formation and planned operating activities. However, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Company’s financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”).
Cash and Cash Equivalents
The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments with a maturity of three months or less at the time of purchase to be cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Common Share
Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the years ended December 31, 2018 and 2017 the Company had no potentially dilutive securities. The basic and diluted net loss per share in December 31, 2018 and 2017 was $0.00 and $0.00, respectively. The net loss for December 31, 2018 and 2017 was $(18,671) and $(55,357), respectively. For the years ended December 31, 2018 and 2017, the weighted average number of common shares outstanding, basic and diluted were 200,064,701 and 190,314,701, respectively.
Income Taxes
The Company accounts for its income taxes pursuant to FASB ASC Topic 740, Income Taxes by recognizing deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
15
SNOOGOO CORP.
NOTES TO FINANCIAL STATEMENTS
Note 2 – Summary of Significant Accounting Polices (cont’d)
As of December 31, 2018 and 2017 the Company has net operating loss carryovers of approximately $5.1 million and approximately $5.1 million, 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, 2018
|
| December 31, 2017
|
|
|
|
|
|
Net operating loss carryovers
|
| $ 5.1MM
|
| $ 5.1MM
|
|
|
|
|
|
Effective tax deferred asset (30% tax rate)
|
| $ 1,518,302
|
| $ 1,512,700
|
Impairment of tax deferred asset
|
| $ (1,518,302)
|
| $ (1,512,700)
|
Net tax deferred asset
|
| $ 0
|
| $ 0
|
The 2018 and 2017 tax benefits would have been approximately $6,000 and approximately $17,000, respectively, however they had been fully reserved in their current years.
Revenue Recognition
The Company recognizes revenue utilizing the five principles of ASC 606. They are: (1) Identify the contract with a customer; (2) Identify the Performance Obligation in the contract; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize Revenue. There was no revenue in the years ended December 31, 2018 or 2017.
Recent Accounting Pronouncements
The Company reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 3 – Going Concern
The report of our independent registered public accounting firm on the financial statements for the years ended December 31, 2018 and 2017 includes an explanatory paragraph relating to the uncertainty of our ability to continue as a going concern. For the years ended December 31, 2018 and 2017 we incurred net losses of $(18,671) and $(55,357), respectively. As of December 31, 2018 and 2017 we had cash in the amount of $1,589 and $23, respectively and current liabilities of $523,692 and $551,155, respectively. We have incurred recurring losses, incurred liabilities in excess of assets and have an accumulated deficit of $6.5 million as of December 31, 2018. Based upon current operating levels these losses combined with our current liabilities cast significant doubt on the company’s ability to operate as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from officers and/or private placement of common stock. The failure to achieve the necessary levels of profitability or obtaining additional funding would be detrimental to the Company.
Note 4 – Property and Equipment
As of December 31, 2018 and 2017 the Company did not own any physical plant and/or equipment.
16
SNOOGOO CORP.
NOTES TO FINANCIAL STATEMENTS
Note 5 – Related Party Transactions
As of December 31, 2018 and 2017 the total amounts due to related parties were $492,799 and $510,762, respectively and were for expenses paid on behalf of the Company and are non-interest bearing. There are no call provisions for these loans and they will be paid when the Company has sufficient funds to do so. There were no shares issued to Related Parties in 2018 or 2017.
Note 6 – Non-interest-bearing Loans
The non-interest-bearing loans, in the amount of $9,500 as of December 31, 2017, represent a short-term advance from an individual and was settled on January 24, 2018 with 950,000 shares of the company’s Restricted common stock.
Note 7 – Stockholders’ Equity
As of December 31, 2018 and 2017 the Company was authorized to issue 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock. Total common shares issued and outstanding on December 31, 2018 and 2017 were 201,864,701 and 190,314,701, respectively and no preferred shares have been issued. There were 11,550,000 common shares issued in 2018 and no common shares issued in 2017. The Company does not have any stock options outstanding, nor does it have any written or oral agreements for the issuance or distribution of stock options at any point in the future.
On January 16, 2018 the Company received an investment from a non-related party of $10,000 and issued 1,000,000 Restricted common shares at $0.01 per share.
On January 24, 2018 the Company signed a Debt Settlement Agreement with a non-related party and issued 950,000 Restricted common shares at $0.01 per share in exchange for a $9,500 short-term advance owed to the recipient.
On February 13, 2018 the Company signed a Consulting Agreement with a non-related party and issued 6,600,000 Restricted common shares at $0.002 per share
On April 23, 2018 the Company received an investment from a non-related party of $10,000 and issued 2,000,000 Restricted common shares at $0.005 per share.
On October 23, 2018 the Company received an investment from a non-related party of $5,000 and issued 1,000,000 Restricted common shares at $0.005 per share.
Note 8 – Subsequent Events
Management has evaluated subsequent events through the date the financial statements were filed.
17
ITEM 9A.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15I and 15d-15I under the Exchange Act) as of December 31, 2018, which is the end of the period covered by this Annual Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2018 to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the United States Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer and effected by our Board of Directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework).
Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2018 due to a lack of segregation of duties and adequate personnel. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis. As this deficiency created a reasonable possibility that a material misstatement would not be prevented or detected in a timely basis, management concluded that the control deficiency represented a material weakness and accordingly our internal control over financial reporting was not effective as of December 31, 2018. Management concluded that additional personnel should be hired to ensure that there is adequate segregation of duties.
Remediation Plan for Material Weakness in Internal Control over Financial Reporting
We and our Board treat the controls surrounding, and the integrity of, our financial statements with the utmost priority. Management is committed to the planning and implementation of remediation efforts to address control deficiencies and any other identified areas of risk. These remediation efforts are intended to both address the identified material weakness and to enhance our overall financial control environment.
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.
We believe there are no material inaccuracies or omissions of material fact in this Form 10-K and, to the best of our knowledge, we believe that the financial statements in this Form 10-K fairly present in all material aspects our financial condition, results of operations and cash flows in conformity with GAAP.
18
Changes in Internal Control over Financial Reporting
Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2018 due to a lack of segregation of duties and adequate personnel.
Other than as set forth in the foregoing paragraph, there have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following table provides information regarding our executive officers and directors as of December 31, 2018:
Name
| Age
| Position
| Date First Elected
| Term Expires
|
Terry W Neild
| 77
| Chairman, President
& Secretary
| 1/12/10 (Appointed)
| 01/12/22
|
|
|
|
|
|
Scott Campbell
| 58
| CFO & Director
| 4/17/13 (Appointed)
| 01/12/22*
|
|
|
|
|
|
Edward Heisler
| 54
| Director
| 1/08/17 (Appointed)
| 01/12/22*
|
* Resigned 10/31/2021; Mindi S. Osborn was appointed CFO on December 31, 2021.
Terry W. Neild, Chairman, President and Secretary was appointed to the Board of Directors on January 12, 2010. Mr. Neild 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 50-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 substantial successes. In addition, Mr. Neild, who is a Certified Management Accountant, has held senior financial positions in several Fortune 500 companies.
Scott Campbell, CFO and Director, 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. He resigned as CFO and from the Board of Directors on October 31, 2021.
Edward Heisler, Director, is an experienced professional with proven success in helping a diverse array of companies. Over the past two decades, he has been responsible for helping many companies with business leadership needs. Mr. Heisler began his career in the automotive industry working with all of Detroit’s Big Three Automakers and the UAW. Prior to leaving the industry, he was responsible for ongoing Continuous Improvement initiatives within the Chrysler Corporation’s powertrain division, first as a UAW Rep. and then in management. He resigned from the Board of Directors on October 31, 2021.
19
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.
On October 31, 2021 Scott Campbell and Edward Heisler resigned from the Board of Directors. The Company is in the process of appointing new Directors. In addition, Scott Campbell resigned as CFO on October 31, 2021 and Mindi S. Osborn was appointed CFO on December 31, 2021.
Committees
We do not currently maintain an audit committee, a compensation committee, a corporate governance and nominating committee, a conflicts committee or an executive committee.
Director Compensation
Directors currently do not receive any compensation.
Code of Business Conduct and Ethics
The Company has adopted a written code of business conduct and ethics that applies to our directors, officers and employees including our principal executive officer and principal accounting officer and the Board. The Company will provide, free of charge, a copy of the Company’s code of business conduct and ethics to any person, upon request and can be requested by writing to the Company at 8900 East Pinnacle Peak Road, Suite 207B, Scottsdale, AZ 85255. We expect to adopt any amendments or waivers to the code that are required by law.
ITEM 11. EXECUTIVE COMPENSATION.
No executive compensation was paid during the fiscal years ended December 31, 2018 and 2017. The Company has no employment agreements with any of its officers and directors.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information concerning the ownership of our common stock, with respect to: (i) each person known to us to be the beneficial owner of five percent (5%) or more of the issued and outstanding shares of the Company’s common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, the address for each person is our address at 8900 East Pinnacle Peak Road, Suite 207B, Scottsdale, AZ 85255.
Name and Address1 of Beneficial Owner
5% or more Stockholders
|
| Number of Shares
|
| Percentage
|
|
|
|
|
|
Terry W. Neild, Chairman, President and Secretary
|
| 27,893,333
|
| 13.8%
|
|
|
|
|
|
Named Executive Officers and Directors
|
|
|
|
|
Scott Campbell, Officer and Director
|
| 2,550,000
|
| 1.2%
|
Edward Heisler, Director
|
| 7,000,000
|
| 3.5%
|
|
|
|
|
|
ALL DIRECTORS AND NAMED EXECUTIVE OFFICERS AS A GROUP
|
|
|
| 18.5%
|
1 See address of executive officers and directors noted above table.
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The principal executive office and telephone number are provided by Mr. Terry Neild, Chief Executive Officer 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following table represents the aggregate fees billed for professional services rendered for the years ended December 31, 2018 and 2017.
|
| 2018
|
| 2017
|
Audit fees
|
| $0
|
| $750
|
Audit-related fees
|
| 0
|
| 0
|
Tax fees
|
| 0
|
| 0
|
All other fees
|
| 0
|
| 0
|
Total fees
|
| $0
|
| $750
|
21