UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
SECURITIES EXCHANGE ACT OF 1934
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
NEVADA, | |
(State or Other Jurisdiction of | (I.R.S. Employer |
(
(
(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 [ ]
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 [ ]
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.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
1
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 ¨ |
Smaller reporting company | |
(Do not check if a smaller reporting company) |
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Emerging growth company |
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If emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the issuer’s voting and non-voting common equity stock held as of June 30, 2020 by non-affiliates of the issuer was $
As of October 19, 2022 there were
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SNOOGOO, CORP.
TABLE OF CONTENTS
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Part I |
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Item 1. | 5 | |
Item 1A. | 5 | |
Item 1B. | 5 | |
Item 2. | 5 | |
Item 3. | 6 | |
Item 4. | 6 | |
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Part II |
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Item 5. | 6 | |
Item 6. | 6 | |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
Item 7A. | 8 | |
Item 8. | 9 | |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 18 |
Item 9A. | 18 | |
Item 9B. | 19 | |
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Part III |
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Item 10. | 19 | |
Item 11. | 20 | |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 21 |
Item 14. | 21 | |
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Part IV |
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Item 15. | 22 | |
Item 16. | 22 | |
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3
Cautionary Statement Regarding Forward Looking Statements
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. These statements relate to future events or our future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, any of which may cause our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us.
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this Annual Report, the terms “we,” “us,” “company,” “our” and “Snoogoo” mean Snoogoo Corp.
4
PART I
ITEM 1. BUSINESS.
Snoogoo Corp a Nevada corporation formerly known as Casey Container Corp., was incorporated in the State of Nevada on September 26, 2006 under the name Sawadee Ventures Inc. to engage in the acquisition, exploration and development of natural resource properties of merit. In September 2008, we ceased our exploration activities and, in November of 2009 we entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure® technology.
On January 6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO and Director. The same day Mr. James Casey, Mr. Terry Neild, and Mr. Robert Seaman were appointed as Directors of the Company. Mr. Casey filled the position of President, Mr. Neild was appointed Chief Executive Officer, Chief Financial Officer and Secretary, and Mr. Seaman was appointed Vice- President-Operations.
In January 2015 the Company ended its Additive Supply and License Agreement with Bio-Tec Environmental. On February 11, 2015 the Company entered into an Asset Purchase Agreement for the acquisition of a new social information network technology that it planned to use in order to launch web and mobile applications with broad global appeal. The technology represented a breakthrough in common information networks by allowing individuals and groups to search, bookmark and share all forms of digital content, both privately and publicly, based on their own or shared interests.
In January 2016 the Company ended its pursuit of its acquisition of a new social information network technology. The Company is currently seeking to acquire a company either active in the green energy sector or one whose focus is on an aspect of sustainability.
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 affect our growth potential.
We are currently considered a "shell" company inasmuch for the period ending December 31, 2020 we did not generate revenues, did not own an operating business, had no employees and no material assets.
Employees
As of December 31, 2020 our corporate officers were our only employees.
Legal Proceedings
We are currently not involved, nor have any knowledge of any current or proposed legal proceedings or claims against the Company.
Properties and Facilities
We currently utilize space for no charge, at 8900 East Pinnacle Peak Road, Suite 207B, Scottsdale, AZ 85255.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
Our principal business address is 8900 East Pinnacle Peak Road, Suite 207B, Scottsdale, AZ 85255. The office space we are occupying is being provided to us at no cost to the company by our CEO and we expect this arrangement to continue until our operations require expansion. The facilities include an answering machine, a fax machine, computer and office equipment and the value of the office space and the peripherals all of which are deemed to be de minimis.
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ITEM 3. LEGAL PROCEEDINGS.
From time to time, the company 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 our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
Our common stock is traded on the OTC Pink tier of the OTC Markets Group, Inc. under the ticker symbol “SGOO”. To date, there has not been an active trading market.
Shareholders of Record
As of December 31, 2020 we had 201,864,701 shares of common stock issued and outstanding and there were 171 certificate holders of record of our common stock.
Dividends
As of the date of this Annual Report on Form 10-K, we have not paid any cash dividends to stockholders. The declaration of any future cash dividends will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, the general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Issuer Purchases of Equity Securities
We did not, nor did any affiliated purchaser make any repurchases of our securities during the year ended December 31, 2020.
Transfer Agent:
The company has retained Pacific Stock Transfer Co. located at 6725 Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119.
ITEM 6. RESERVED.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion contains “forward-looking statements” that provide our current expectations or forecasts of future events. These statements can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-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.
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OVERVIEW
Snoogoo Corp a Nevada corporation formerly known as Casey Container Corp., was incorporated in the State of Nevada on September 26, 2006 under the name Sawadee Ventures Inc. to engage in the acquisition, exploration and development of natural resource properties of merit. In September 2008, we ceased our exploration activities and, in November of 2009 we entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure® technology.
On January 6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO and Director. The same day Mr. James Casey, Mr. Terry Neild, and Mr. Robert Seaman were appointed as Directors of the Company. Mr. Casey filled the position of President, Mr. Neild was appointed Chief Executive Officer, Chief Financial Officer and Secretary, and Mr. Seaman was appointed Vice- President-Operations.
In January 2015 the Company ended its Additive Supply and License Agreement with Bio-Tec Environmental. On February 11, 2015 the Company entered into an Asset Purchase Agreement for the acquisition of a new social information network technology that it planned to use in order to launch web and mobile applications with broad global appeal. The technology represented a breakthrough in common information networks by allowing individuals and groups to search, bookmark and share all forms of digital content, both privately and publicly, based on their own or shared interests.
In January 2016 the Company ended its pursuit of its acquisition of a new social information network technology. The Company is currently seeking to acquire a company either active in the green energy sector or one whose focus is on an aspect of sustainability.
We are currently considered a "shell" company inasmuch for the period ending December 31, 2020 we did not generate revenues, did not own an operating business and had no employees and no material assets.
Results of Operations for The Years Ending December 31, 2020 and December 31, 2019
Revenue
For the years ended December 31, 2020 and 2019 we generated no revenue.
Expenses
For the years ended December 31, 2020 and 2019 we incurred operating expenses of $0 and $1,116, respectively. We incurred no interest expense in either year.
Net Loss
For the years ended December 31, 2020 and 2019 we incurred losses of $0 and $(1,116), respectively. At December 31, 2020 the weighted average number of common shares outstanding was 201,864,701 and the loss per share was $0.00. At December 31, 2019 the weighted average number of common shares outstanding was 201,864,701 and the loss per share was $0.00.
Liquidity
For the years ended December 31, 2020 and 2019 we incurred net losses of $0 and $(1,116), respectively. As of December 31, 2020 and 2019 we had cash in the amount of $37 and $37, respectively and current liabilities of $523,255 and $523,255, respectively. During the years ended December 31, 2020 and 2019 we had no cash contributions.
We will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners and from other sources which may have the effect of diluting the holdings of existing shareholders.
The Company has no current arrangements with respect to, or sources of, such additional funding and we do not anticipate that existing shareholders will provide any portion of our future financing requirements. However, as of December 31, 2020 the Company is not operating and will therefore incur minimal expenses while seeking an acquisition, most of which will be related to SEC compliance. The source of funds to maintain said compliance will be provided by additional sales of common stock and capital contributions and advances from related parties.
No assurance can be given that additional funding will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to halt our acquisition search. This would have a material adverse effect on the Company.
7
Going Concern
The report of our independent registered public accounting firm on the financial statements for the years ended December 31, 2020 and 2019 includes an explanatory paragraph relating to the uncertainty of our ability to continue as a going concern. We have incurred recurring losses, incurred liabilities in excess of assets and have an accumulated deficit as of December 31, 2020 of $6.5 million. Based upon current operating levels we will be required to obtain additional capital for 2021 in order to sustain our operations, which mainly consists of searching for an acquisition candidate as well as meeting our compliance requirements with the SEC. We will obtain these funds via sales of stock and loans. However, in order to be an on-going business, we are aware of the importance of finding an operating company to acquire as soon as possible.
Critical Accounting Policies and Use of Estimates
Our Critical Accounting Policies are enumerated in Note 2 of our financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
As of December 31, 2020 and 2019 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments
As of December 31, 2020 and 2019 we did not have any contractual obligations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO THE FINANCIAL STATEMENTS
Audited Financial Statements | Page |
Report of Independent Registered Public Accounting Firm (PCAOB Form ID: | 10 |
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9
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Snoogoo Corp.
Paradise Valley, Arizona
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Snoogoo Corp. (the “Company”) as of December 31, 2020 and 2019, the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
Certified Public Accountants
We have served as the Company's auditor since 2021
October 20, 2022
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SNOOGOO CORP. | ||||||||||
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Total Liabilities and Stockholder's Equity (Deficit) |
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The accompanying notes are an integral part of these financial statements.
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SNOOGOO CORP. | |||||||
Statements of Operations | |||||||
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The accompanying notes are an integral part of these financial statements.
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SNOOGOO CORP. | ||||||
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For the Years Ended December 31, 2020 and 2019 | ||||||
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Balance December 31, 2018 | $ | $ | $( |
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Balance December 31, 2019 | ( |
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The accompanying notes are an integral part of these financial statements.
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SNOOGOO CORP | |||||||
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The accompanying notes are an integral part of these financial statements.
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SNOOGOO CORP.
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, 2020 and 2019 the Company had no potentially dilutive securities. The basic and diluted net loss per share in December 31, 2020 and 2019 was $
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, 2020 and 2019 the Company has net operating loss carryovers of approximately $
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Net operating loss carryovers |
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Effective tax deferred asset (30% tax rate) |
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Impairment of tax deferred asset |
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| $ ( |
Net tax deferred asset |
| $ |
| $ |
In 2020 there was no operating loss and therefore there was no change in the deferred tax asset. The 2019 tax benefit would have been approximately $
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, 2020 or 2019.
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, 2020 and 2019 includes an explanatory paragraph relating to the uncertainty of our ability to continue as a going concern. For the years ended December 31, 2020 and 2019 we incurred net losses of $
Note 4 – Property and Equipment
As of December 31, 2020 and 2019 the Company did not own any physical plant and/or equipment.
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SNOOGOO CORP.
NOTES TO FINANCIAL STATEMENTS
Note 5 – Related Party Transactions
As of December 31, 2020 and 2019 the total amounts due to related parties were $
Note 6 – Stockholders’ Equity
As of December 31, 2020 and 2019 the Company was authorized to issue
Note 7 – Subsequent Events
Management has evaluated subsequent events through the date the financial statements were filed.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 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 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-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020, 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, 2020 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, 2020. 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, 2020 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, 2020. 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.
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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, 2020 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, 2020 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.
ITEM 9B. OTHER INFORMATION.
None.
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, 2020:
Name | Age | Position | Date First Elected | Term Expires |
Terry W Neild | 79 | Chairman, President & Secretary | 1/12/10 (Appointed) | 01/12/22 |
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Scott Campbell | 60 | CFO & Director | 4/17/13 (Appointed) | 01/12/22* |
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Edward Heisler | 56 | 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.
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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, 2020 and 2019. 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 Number of Shares Percentage |
5% or more Stockholders |
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% |
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ALL DIRECTORS AND NAMED EXECUTIVE OFFICERS AS A GROUP 18.5% |
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1 See address of executive officers and directors noted above table. |
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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 presents the aggregate fees billed for professional services rendered for the years ended December 31, 2020 and 2019.
| 2020 | 2019 | |
Audit fees |
| $ 0 | $ 0 |
Audit-related fees |
| 0 | 0 |
Tax fees |
| 0 | 0 |
All other fees |
| 0 | 0 |
Total fees |
| $ 0 | $ 0 |
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
1. Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial or the required information is presented in the financial statements and notes thereto beginning on page 10 of this Report.
2. Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be accessed on the SEC website at www.sec.gov.
Exhibit | Description |
| Method of Filing |
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3.1 |
| 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. | |
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3.2 |
| 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. | |
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31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Filed electronically |
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31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Filed electronically |
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32.1 |
| Filed electronically | |
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32.2 |
| Filed electronically | |
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101 | Interactive Data Piles pursuant to Rule 405 of Regulation S-T. |
| Filed electronically |
ITEM 16. FORM 10-K SUMMARY.
We have elected not to include a summary pursuant to this ITEM 16.
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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 Scottsdale, AZ, on October 19, 2022.
Snoogoo, Corp. |
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/s/ Terry Neild |
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Terry Neild |
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Chief Executive Officer |
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October 19, 2022 |
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