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EX-32.2 - Snoogoo Corp.ex32-2.txt
EX-32.1 - Snoogoo Corp.ex32-1.txt
EX-31.2 - Snoogoo Corp.ex31-2.txt
EX-31.1 - Snoogoo Corp.ex31-1.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

                        Commission file number 333-140445


                                  SNOOGOO CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

               7825 N Calle Caballeros, Paradise Valley, AZ 85253
          (Address of principal executive offices, including zip code)

                                  800-234-3919
                     (Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 173,839,701 shares outstanding as of
August 29, 2016.

ITEM 1. FINANCIAL STATEMENTS SNOOGOO CORP. Formerly Casey Container Corp. Balance Sheets (Expressed in U.S. Dollars) (Unaudited) As of As of September 30, December 31, 2015 2014 ------------ ------------ ASSETS CURRENT ASSETS Cash $ 56 $ 85 ------------ ------------ Total Current Assets 56 85 Long term Assets Fixed Asset 329,805 -- ------------ ------------ Total Assets $ 329,805 $ 85 ============ ============ LIABILITIES CURRENT LIABILITIES Accounts Payable and Accrued Liabilities $ 281,131 $ 172,624 Interest and Non-interest Bearing Loans From Related Parties -- 33,800 Interest and Non-interest Bearing Loans 80,630 76,931 Due to Related Parties 16,846 599,287 ------------ ------------ Total Current Liabilities 378,607 882,642 ------------ ------------ STOCKHOLDERS' EQUITY Preferred Stock 10,000,000 authorized, par value $0.001, Common Stock 250,000,000 authorized shares, par value $0.001 160,039,701 and 94,771,701 shares issued and outstanding at 160,040 94,772 September 30, 2015 and December 31, 2014 Additional Paid-in-Capital 5,453,016 3,560,384 Deficit (5,661,802) (4,537,713) ------------ ------------ Total Stockholders' Equity (48,746) (882,557) ------------ ------------ Total Liabilities and Stockholders' Equity $ 329,861 $ 85 ============ ============ The accompanying notes are an integral part of these interim financial statements. 2
SNOOGOO CORP. Formerly Casey Container Corp. Statements of Operations (Expressed in U.S. Dollars) (Unaudited) For the Three For the Three For the Nine For the Nine Months Ended Months Ended Months Ended Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 ------------ ------------ ------------ ------------ Revenues $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Total Revenues -- -- -- -- ------------ ------------ ------------ ------------ EXPENSES: Operating Expenses General and administrative 54,098 34,897 955,204 222,596 ------------ ------------ ------------ ------------ Operating Expenses 54,098 34,897 955,204 222,596 ------------ ------------ ------------ ------------ Other Expenses Loss on settlement of debt 12,000 -- 164,860 Interest 1,233 1,535 4,025 4,619 ------------ ------------ ------------ ------------ Total Other Expenses 13,233 1,535 168,885 4,619 ------------ ------------ ------------ ------------ PROVISION FOR INCOME TAXES: Income Tax Benefit -- -- -- -- ------------ ------------ ------------ ------------ Net Income (Loss) for the period $ (67,331) $ (36,432) $ (1,124,089) $ (227,215) ============ ============ ============ ============ Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00) (0.00) ------------ ------------ ------------ ------------ Weighted Average number of Common Shares used in per share calculations 159,431,005 94,771,701 151,888,031 94,339,088 ============ ============ ============ ============ The accompanying notes are an integral part of these interim financial statements. 3
SNOOGOO CORP. Formerly Casey Container Corp. Statements of Cash Flows (Expressed in U.S. Dollars) For the Nine For the Nine Months Ended Months Ended September 30, September 30, 2015 2014 ------------ ------------ OPERATING ACTIVITIES: Net Loss $ (1,124,089) $ (227,215) Adjustments to reconcile net loss to net cash used in operating activities: Expenses paid on our behalf by Related Parties 115,449 196,859 Stock issued for services to Non-Related Party 15,000 -- Stock issued for services to Related Party 1,025,000 -- Accounts payables and loans due to Related Parties converted into stock 798,900 20,200 Finance and interest charges added to loan payable 3,699 4,597 Accounts payables and loans due to Non-related Party converted into stock 64,000 50,000 Accounts payable and accrued liabilities 108,507 4,242 ------------ ------------ Net Cash Provided from Operating Activities 1,006,466 48,683 ------------ ------------ INVESTING ACTIVITIES: Purchase of fixed assets (329,805) -- ------------ ------------ Net Cash Provided from Financing Activities (329,805) -- ------------ ------------ FINANCING ACTIVITIES: Repayment of Related party expenses paid on our behalf (697,890) (63,672) Non-interest bearing loan from Related Party (33,800) -- Repayment of loan payable -- -- Common stock issued and issuable for cash 55,000 15,000 ------------ ------------ (676,690) (48,672) ------------ ------------ Net Increase (Decrease) in Cash (29) 11 ------------ ------------ Cash, Beginning of the Period 85 74 ------------ ------------ Cash, End of the Period $ 56 $ 85 ============ ============ 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, 20,000,000, 6,500,000, 6,668,000, 1,100,000 and 1,000,000 Common shares on January 31, 2014, January 6, 2015, January 27, 2015, February 11, 2015, April 21, 2015, and June 10, 2015 $ 638,040 $ 50,000 ============ ============ The accompanying notes are an integral part of these interim financial statements. 4
SNOOGOO CORP. Notes to Financial Statements September 30, 2015 (Unaudited) 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS AND HISTORY - Snoogoo Corp. (formerly Sawadee Ventures Inc. and Casey Container Corp.), a Nevada corporation (referred herein as "us', "we" or "the Company), was incorporated in the State of Nevada on September 26, 2006. The Company was initially formed to engage in the acquisition, exploration and development of natural resource properties of merit and from September 2008 to serve as a vehicle to acquire an operating business. Effective January 12, 2010, the Company's Certificate of Incorporation was amended and the name of the Company was changed to Casey Container Corp. ("Casey"). Casey's business plan was to design and manufacture biodegradable PET and other polymer plastic pre-forms for bottles and containers for the food and beverage industries via a non-binding supply and license agreement with Bio-Tec Environmental, LLC. THE COMPANY TODAY - On February 10, 2015, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada changing its name to Snoogoo Corp. and on February 11, 2015, entered into an Asset Purchase Agreement for the purchase of a social information network technology that it intends to use as the foundation to launch various web and mobile applications with broad global appeal. The Certificate of Amendment also increased the number of authorized common shares to 1,000,000,000. The number of authorized preferred shares remained unchanged at 10,000,000. BASIS OF PRESENTATION- In the opinion of management, the accompanying balance sheets and related interim statements of operations and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U. S. GAAP"). The information included in this September 30, 2015 Form 10-Q should be read in conjunction with information included in the December 31, 2014 and 2013 Form 10-K. USE OF ESTIMATES - The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. RECENT ACCOUNTING PRONOUNCEMENTS - The Company has evaluated all recent accounting pronouncements and believes that none will have a material effect on the Company. 5
SNOOGOO CORP. Notes to Financial Statements September 30, 2015 (Unaudited) 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred net losses of $5,661,802 for the period September 26, 2006 (Date of Inception) through September 30, 2015,and has limited operations, thus raising substantial doubt about the Company's ability to continue as a going concern. While the Company intends to sell shares of its common stock for cash and borrow from its directors, officers, as well as related and non-related parties to fund its operations and invest in the development of its new social information network technology, no assurances can be made that such funds will be available when needed or at terms acceptable to the Company. As a result of these factors, a significant risk exists regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty. 3. INTANGIBLES Intangible assets consist of software development costs totaling $329,805 incurred during the nine months ended September 30, 2015 related to the development of the Company's new social information network technology platform it intends to use to launch web and mobile applications with broad global appeal. 4. STOCKHOLDERS' EQUITY On January 6, 2015, the Company executed three Debt Settlement Agreements, whereby the Company issued twenty million Restricted Common shares to its Chairman, one million Restricted Common shares to a non-officer Director and five million Restricted Common shares to a vendor, at $0.01 per share, the closing price of the Company's freely-traded shares being $0.012 per share, in exchange for accounts payable and loans of $200,000, $10,000 and $50,000, respectively. On January 27, 2015, the Company executed a Debt Settlement Agreement with its CEO, President and CFO, whereby the Company issued 6.5 million Restricted Common shares at $0.02 per share, the closing price of the Company's freely-traded shares being $0.025 per share, in exchange for $195,000 of accounts payable owed. On February 9, 2015, the Company sold for cash of $25,000 one million Restricted Common shares at $0.025 to a non-related party. The closing price of the Company's freely-traded shares was $0.05 per share, a 50% discount. On February 10, 2015, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada increasing the number of it authorized common shares from 250,000,000 to 1,000,000,000. On February 10, 2015, the Company entered into four Consulting Agreements with non-related parties, issuing a total of 16 million shares of its Restricted Common shares at $0.05, the closing price of the Company's freely-traded shares. 6
SNOOGOO CORP. Notes to Financial Statements September 30, 2015 (Unaudited) 4. STOCKHOLDERS' EQUITY (CONTINUED) On February 11, 2015, the Company signed a Debt Settlement Agreement with its CEO, President and CFO, whereby the Company issued 6,668,000 Restricted Common shares at $0.05 per share, the closing price of the Company's freely-traded shares, in exchange for $200,040 of accounts payable owed. On February 17, 2015, the Company signed Amendments to the Agreement to serve on the Board of Directors with its two independent Directors, whereby the Company issued four million shares of Restricted Common shares (two million to each Director) at $0.06, the closing price of the Company's freely-traded shares. On April 21, 2015, the Company issued 1,100,000 shares of its common stock pursuant to a Debt Settlement Agreement with Aruba Capital Management, Inc., a related-party, in exchange for $33,000 of accounts payable owed by the Company for expenses paid on its behalf. On May 12, 2015, the Company issued 500,000 shares of its common stock to an unrelated party in exchange for $5,000. On May 13, 2015, the Company issued 750,000 shares of its common stock to an unrelated party in exchange for $7,500. On May 14, 2015, the Company issued 250,000 shares of its common stock to an unrelated party in exchange for $2,500. On June 10, 2015, the Company issued 1,000,000 shares of its common stock to an unrelated party in exchange for $10,000. As of June 30, 2015 the Company has received $2,500 and recorded a subscription receivable of $7,500,which was collected in July 2015. On August 25, 2015, the Company issued 1,000,000 shares of its common stock at $0.02 per share, the closing price of the Company's freely-traded shares being $0.022 per share, in settlement of $10,000 owed by the Company. The Company has recorded a net loss of $164,860 resulting from settlement of $665,040 of debt for 40,168,000 Restricted Common shares during the nine months ended September 30, 2015. 5. RELATED PARTY TRANSACTIONS On January 6, 2015, the Company entered into a Debt Settlement Agreement with its Chairman, whereby the Company issued 20 million shares of its restricted common stock, at $0.01 per share, in exchange for $200,000 of debt owed by the Company. The closing price of the Company's freely-traded shares was $0.012 per share on the date of exchange. On January 27, 2015, the Company entered into a Debt Settlement Agreement with its CEO, President and CFO, whereby the Company issued 6.5 million restricted 7
SNOOGOO CORP. Notes to Financial Statements September 30, 2015 (Unaudited) 5. RELATED PARTY TRANSACTIONS (CONTINUED) shares of its common stock, at $0.03 per share, in exchange for $195,000 of accounts payable owed. The closing price of the Company's freely-traded shares was $0.025 per share on the date of exchange. On April 21, 2015, the Company issued 1,100,000 shares of its common stock, at $0.03 per share, pursuant to a Debt Settlement Agreement with Aruba Capital Management, Inc., a related-party, in exchange for $33,000 of accounts payable owed by the Company for expenses paid on its behalf. The closing price of the Company's freely-traded shares was $0.03 per share at the date of exchange. Amounts outstanding to Related Parties, at September 30, 2015 and December 31, 2014, respectively, are unsecured: September 30, December 31, 2015 2014 -------- -------- Unpaid expenses and fees to Officers/Directors $ 16,846 $599,287 Non-interest bearing loans to Related Parties Chairman of the Board/Officer -- 33,800 -------- -------- Total $ 16,846 $632,287 ======== ======== 6. NON-INTEREST BEARING LOANS On January 28, 2011 and February 3, 2012, Auspice Capital, a non-related party (formerly a related party), loaned the Company a total of $27,000 in non-interest bearing loans of which $22,000 is outstanding as of September 30, 2015 and December 31, 2014. The amounts of all non-interest bearing loans outstanding at September 30, 2015 and December 31, 2014, respectively, are as follows: September 30, December 31, 2015 2014 -------- -------- Total Non-interest bearing loans to a Non-Related Party Non-Officer/Director $ 22,000 $ 22,000 ======== ======== 7. INTEREST BEARING LOANS On August 12 and August 19, 2011, an unrelated party loaned the Company $15,000 in an interest-bearing Promissory Note, at 8% per annum and a one-time financing fee of $9,900. The loan, one-time financing fee and unpaid accrued interest is due upon the Company's receipt of the first funding of equity capital from an investor group. On November 16, 2014, the loan was assigned to a Company that the Chairman is a non-controlling shareholder. On January 6, 2015, the loan and accrued interest was exchanged for 2,894,954 Restricted Common shares at $0.01 per share (see Note 4 "Stockholders' Equity" - January 6, 2015 transaction). 8
SNOOGOO CORP. Notes to Financial Statements September 30, 2015 (Unaudited) INTEREST BEARING LOANS (CONTINUED) On August 27, 2012, the Company issued a $40,000 ninety day non-interest bearing unsecured Promissory Note to a non-related party. The Note included a one-time financing fee of $10,000 which was expensed in September 2012. Pursuant to the term of the Note, if the $50,000 was not repaid within ninety days of the date of the Note, interest at the rate of 10% per annum would begin accruing until payment is made in full. On January 31, 2013, the Promissory Note was amended, extending the maturity date to April 30, 2013 and on June 22, 2013, the maturity date was again extended to December 31, 2013. At September 30, 2015 the Promissory Note, due December 31, 2013 as amended, remains unpaid and as such the Company is in default of the repayment terms. Interest-bearing loans and accrued interest outstanding as of September 30, 2015 and December 31, 2014 are as follows: September 30, December 31, 2015 2014 -------- -------- Related Party - principal $ -- $ 33,800 accrued interest -- -- Non-Related Party - principal 50,000 50,000 accrued interest 8,630 4,931 -------- -------- Total $ 58,630 $ 88,731 ======== ======== 8. AQUISITION OF INTERNET SEARCH AND SHARE ENGINE On February 11, 2015, the Company completed an Asset Purchase Agreement to acquire certain intellectual property associated with a proprietary social network technology the Company intends to use to launch certain web and mobile applications targeting the online search and share community. As consideration, the Company has agreed to pay the seller 10% of all future advertising revenue, up to a maximum of $4 million, collected from its search and share website. 9. SUBSEQUENT EVENTS During the period October 1 and December 31, 2015, the Company sold 2,950,000 Restricted Common Shares at $0.01 per share for a total of $29,500 to Non-Related Parties. On February 1, 2016, the Company entered into a Consulting Agreement for marketing services for the issuance of 2,000,000 Restricted Common Shares at $0.01 per share and a monthly fee commencing when the Company receives its anticipated investment capital. On May 25, 2016, the Board approved an Offering to potentially sell 20 million Restricted Common Shares at $0.01 per share for $200,000 and the participation in a Revenue Sharing amount on each dollar of advertising revenues generated by the Company over a three year period, commencing with the date the Company's Search, Save and Share apps are activated on Snoogoo.com's Website. On July 27, 2016, the Company sold 3,750,000 Restricted Common Shares at $0.01 per share for $3,750.00 to a Non-Related Party in accordance with the May 25, 2016 Board Resolution and the purchaser will receive $0.0038 for each dollar of 9
SNOOGOO CORP. Notes to Financial Statements September 30, 2015 (Unaudited) 9. SUBSEQUENT EVENTS (CONTINUED) advertising revenues generated by the Company over a three year period, commencing with the date the Company's Search, Save and Share apps are activated on Snoogoo.com's Website. On August 5, 2016, the Company sold a total of 5,100,000 Restricted Common Shares at $0.01 per share for $51,000.00 to two Non-Related Parties (one for $15,000 for 1,500,000 shares and one for $36,000 for 3,600,000 shares) in accordance with the May 25, 2016 Board Resolution. The purchaser of 1,500,000 shares will receive $0.0015 and the purchaser of 3,600,000 shares will receive $0.0036, for each dollar of advertising revenues generated by the Company over a three year period, commencing with the date the Company's Search, Save and Share apps are activated on Snoogoo.com's Website. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q 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-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements made in connection with this Form 10-Q 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. The safe harbours of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbours set forth under the Reform Act are unavailable to us. RESULTS 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. At the beginning of 2015 the Company ended its agreement with Bio-Tech Environmental to seek other opportunities. On February 11, 2015, the Company completed an Asset Purchase Agreement to acquire certain intellectual property associated with a proprietary social network technology. Casey Container can design and custom manufacture biodegradable PET plastic preforms that become PET plastic containers, such as bottles for water or other beverage products. The Company is committed to developing container products that meet the demands of its clients while addressing today's most fundamental environmental issues concerning the proliferation of plastics. The Company offers biodegradable plastic packaging solutions using the breakthrough science of EcoPure(R) technology. In short, the Company provides environmentally responsible plastic packaging solutions to assist its clients in obtaining a competitive advantage in the marketplace. Working with Bio-Tec Environmental, developer of the breakthrough EcoPure(R) technology, the Company now has the unique ability to offer a revolutionary biodegradable PET plastic packaging solution that is FDA compliant. We are still in our development stage and have generated no revenue to date. We incurred operating expenses of $1,124,089 and $227,215 for the nine-month periods ended September 30, 2015 and 2014, respectively. These expenses consisted primarily of general and administrative expenses. Interest expense was $4,025 and $4,619 for the comparable nine-month periods ended September 30, 2015 and 2014. 11
At September 30, 2015 and December 31, 2014, we had cash on hand of $56 and $85 respectively. Our total assets at September 30, 2015 and December 31, 2014 are $329,861 and $85. Our liabilities were $378,607 and $882,642, respectively. As of September 30, 2015, we had an accumulated deficit from inception of $5,661,802. The following table provides selected financial data about our company for the period from the date of incorporation through September 30, 2015. Balance Sheet Data: 9/30/15 --------- Cash $ 56 Total assets $ 329,805 Total liabilities $ 378,607 Shareholders' equity $ (48,746) Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to raise additional equity cash and/or loans and generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES We currently have $56 cash on hand. We don't believe we can meet our cash needs for the next twelve months without additional loans and/or equity infusions. PLAN OF OPERATION 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 changed direction and entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure(R) technology. The Agreement has an effective date of January 1, 2010. At the beginning of 2015 the Company ended its agreement with Bio-Tech Environmental to seek other opportunities. On February 11, 2015, we completed an Asset Purchase Agreement to acquire certain intellectual property associated with a proprietary social network technology. We intend to use the technology to launch certain web and mobile applications targeting the online search and share community. As consideration, we have agreed to pay the seller 10% of all future advertising revenue, up to a maximum of $4 million, collected from its search and share website. We have not generated any income since inception, and for the three months ended September 30, 2015 and 2014 we incurred a net loss of $67,331 and $36,432, respectively. We are currently focusing on generating revenue by implementing three phases of our strategy. First, we plan to raise capital to further develop our technology and provide working capital. 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. 12
OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. 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, 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 are not effective due to management override of controls and lack of segregation of duties due to our size. However, we did conclude that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive officer and principal 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. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 6. 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 Files pursuant to Rule Filed electronically 405 of Regulation S-T. 13
SIGNATURES In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 29, 2016. SNOOGOO CORP. /s/ Martin R Nason ----------------------------------------- Martin R Nason, Principal Interim Financial Officer and Principal Accounting Officer 1