10-K 1 g8341.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission file number 333-140445 Snoogoo Corp. (Exact Name of Registrant as Specified in Its Charter) NEVADA 20-5619324 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 7825 N Calle Caballeros, Paradise Valley, AZ 85253 (Address of principal executive offices, including zip code) (800) 234-3919 (Telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] The aggregate market value of the issuer's voting and non-voting common equity stock held as of December 1, 2016 by non-affiliates of the issuer was $4,583,337 based on the closing price of the registrant's common stock on such date. As of December 1, 2016 there were 188,614,701 shares of $.001 par value common stock issued and outstanding. SNOOGOO, CORP. TABLE OF CONTENTS Page No. ------- Part I Item 1. Business 3 Item 1A. Risk Factors 4 Item 2. Properties 9 Item 3. Legal Proceedings 9 Item 4. Mine Safety Disclosures 9 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 9 Item 6. Selected Financial Data 9 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Financial Statements 12 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28 Item 9A. Controls and Procedures 28 Item 9B. Other Information 29 Part III Item 10. Directors and Executive Officers 29 Item 11. Executive Compensation 30 Item 12. Security Ownership of Certain Beneficial Owners and Management 32 Item 13. Certain Relationships and Related Transactions 32 Item 14. Principal Accounting Fees and Services 33 Part IV Item 15. Exhibits 33 Signatures 34 2 PART I ITEM 1. BUSINESS Snoogoo, Corp, a Nevada corporation formally known as Casey Container Corp., was incorporated in the State of Nevada on September 26, 2006 under the name Sawadee Ventures Inc. to engage in the acquisition, exploration and development of natural resource properties of merit. In September 2008, we ceased our exploration activities, and we became a development stage company. Accordingly, our financial statements reflect our results in accordance with the disclosure requirements for a development stage company. We are currently considered a "shell" company inasmuch for the periods ending December 31, 2015 and 2014 we did not generate revenues, did not own an operating business and had no employees and no material assets. In November of 2009 we entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure(R) technology. On January 6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO and Director. The same day Mr. James Casey, Mr. Terry Neild, and Mr. Robert Seaman were appointed as Directors of the Company. Mr. Casey filled the position of President, Mr. Neild was appointed Chief Executive Officer, Chief Financial Officer and Secretary, and Mr. Seaman was appointed Vice- President-Operations. In January 2015 the Company ended its Additive Supply and License Agreement with Bio-Tec Environmental. On February 11, 2015 the Company entered into an Asset Purchase Agreement for the acquisition of a new social information network technologythat it plans to use in order to launch web and mobile applications with broad global appeal. The technology represents a breakthrough in common information networks by allowing individuals and groups to search, bookmark and share all forms of digital content, both privately and publicly, based on their own or shared interests. Snoogoo Corp. is the developer of a new website platform designed to allow individuals and groups to search, save and share a wide variety of digital information online. Snoogoo can tap into organic content archived on Snoogoo, search engines, video, audio and image resources, as well as social media and reference sources in a single intelligent interface. Snoogoo has broad appeal for people in all walks of life as a powerful research tool, for general information gathering and sharing, in education, for shopping, and as a social portal that focuses users' interests and helps to organize their digital life. Snoogoo describes its technology as a breakthrough in common information networks that allows individuals and groups to search, bookmark (or save) and share nearly all forms of digital content, both privately and publicly, based on their own or shared interests. It will create an information network that combines the most commonly used functions of search and social media interaction in a single website and across the most popular mobile media platforms, including smartphones and tablets. Snoogoo intends to make the new technology and platform the Company's primary business going forward and is preparing its technology for deployment with plans for the initial website launch, followed by mobile apps. As of December 1, 2016, we had no employees other than its corporate officers. The Company uses independent contractors who provide technology services, and public relations. Snoogoo has not experienced any work stoppages and it considers relations with its independent contractors to be good. From time to time, Snoogoo may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. Snoogoo is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results. Snoogoo currently utilize space, for no charge, at 7825 N Calle Caballeros, Paradise Valley, AZ 85253. 3 The implementation of our business objectives is wholly contingent upon the successful sale of our securities. We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to affect our growth potential. While we may, under certain circumstances, seek to effect business combinations with additional target business, unless additional financing is obtained, we may not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations. The Company has established a public trading market for its shares thus avoiding the perceived adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various federal and state securities law that regulate initial public offerings. As a result of our limited resources, unless and until additional financing is obtained we expect to have sufficient proceeds to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. Our business is dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the business will not prove to be commercially viable. Our current officers are devoted full time to our affairs. Our officers may be entitled to receive compensation for such services. We depend on outside consultants, advisors, attorneys and accountants as necessary, some of which will be hired on a retainer basis. We do anticipate on hiring full-time employees as we develop the Company's business. ITEM 1A. RISK FACTORS IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS. Since September 2006, up to the period ending 12/31/2015, we had no operating business. We have entered into a new business model and may seek acquisitions and/or business combination with another operating company similar to our current business model, namely internet search engine social media website. To date, our efforts have been limited to meeting our regulatory filing requirements and business development. WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN. We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the Company's new business model is executed and we cannot ascertain our full capital requirements 4 until such time. Further limiting our abilities to achieve revenues, in order to avoid status as an "Investment Company" under the Investment Company Act, we can only invest our funds prior to a merger in limited investments which do not invoke Investment Company status. There can be no assurance that determinations ultimately made by us will permit us to achieve our business objectives. THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT STOCKHOLDERS. Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. Our officers may be entitled to receive compensation from a target company they identify or provide services to in connection with a business combination and receive compensation for such services. A conflict of interest may arise between our management's personal pecuniary interest and their fiduciary duty to our stockholders. Further, our management's own pecuniary interest may at some point compromise their fiduciary duty to our stockholders. We cannot assure you that conflicts of interest among us, our management and our stockholders will not develop. WE CURRENTLY HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION. On September 18, 2013, the Company entered into a Stock Purchase Agreement ("Agreement") with Aruba Brands Corp ("Aruba"), whereby Aruba will acquire for $1.5 million, 19.9% in restricted Common shares, based upon the total of the Company's issued and outstanding shares upon completion of the funding of this Agreement. The contemplated funding has not occurred as of December 31, 2014 nor the date of this Filing. CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR BUSINESS COMBINATION. For the year ending December 31, 2015 the Company's Articles of Incorporation authorized the issuance of 1,000,000,000 shares of Common Stock and 10,000,000 Preferred Shares. On February 9, 2015 the Board of Directors approved an increase of the authorized common shares from 250,000,000 to 1,000,000,000. There are currently 811,385,299 authorized but unissued shares of Common Stock available for issuance. To the extent that additional shares of Common Stock are authorized and issued in connection with a merger or business combination, our stockholders could experience significant dilution of their respective ownership interests. Furthermore, the issuance of a substantial number of shares of Common Stock may adversely affect prevailing market prices, if any, for the Common Stock and could impair our ability to raise additional capital through the sale of equity securities. CONTROL BY EXISTING STOCKHOLDER. No one person is in control of the outstanding shares. OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET. The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price, as defined, of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception of an equity security that is quoted on a national securities exchange. Our Common Stock is not now quoted on a national exchange but is traded on FINRA's OTC Markets ("OTCQB"). Thus, they are subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities. For example, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transactions prior to the purchase. Additionally, the rules require the delivery, prior to the transaction, of a 5 disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered underwriter, and current quotations for the securities, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The "penny stock" rules, may restrict the ability of our stockholders to sell our Common Stock in the secondary market. LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK ON A MORE LIQUID MARKET. Our Common Stock is quoted on the FINRA'S OTC Markets ("OTCQB"), which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market). There is uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange. RISKS RELATED TO OUR NEW BUSINESS MODEL AND INDUSTRY THE COMPANY WILL NEED SIGNIFICANT ADDITIONAL CAPITAL, WHICH THEY MAY BE UNABLE TO OBTAIN. The Company's capital requirements in connection with its development activities and transition to commercial operations have been and will continue to be significant. The Company will require additional funds to build its marketing and advertising, lease office facility needed for further development, marketing and administrative support. There can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. THE COMPANY WILL FACE SIGNIFICANT COMPETITION. As stated earlier, Snoogoo Corp. is the developer of a new website platform designed to allow individuals and groups to search, save and share a wide variety of digital information online. Currently this space is dominated by search engine giants Google, Yahoo, Bing and social networking websites Facebook, Instagram, Twitter and many others. In addition to the leaders there are many others seeking to break into this multi-billion dollar industry. Competition is very significant and the Company will need to be proactive in separating itself from the crowd. What makes Snoogoo unique from its competitors is in its proprietary methods, and innovative architectures in combining existing search, online social networks with real person to person networking. The Company intends to utilize its proprietary methods, and innovative architectures of its platform to separate itself from its competitors and seek to ultimately be a leader in the internet search engine social media space. THE COMPANY'S OPERATING RESULTS MAY FLUCTUATE, MAKING RESULTS DIFFICULT TO PREDICT AND COULD CAUSE PROJECTED RESULTS TO FALL SHORT OF EXPECTATIONS. The Company's operating results may fluctuate as a result of a number of factors, many outside of the Company's control. As a result, comparing the Company's operating results on a period-to-period basis may not be meaningful, and it should not rely on the Company's past results as an indication of their future performance. The Company's quarterly, year-to-date, and annual expenses as a percentage of their revenues may differ significantly from historical or projected rates. The Company's operating results in future quarters may fall below expectations. Any of these events could cause the Company's stock price to fall. Each of the risk factors listed in Risk Factors, and the following factors may affect the Company's operating results: 6 THE COMPANY'S BUSINESS AND OPERATIONS COULD EXPERIENCE RAPID GROWTH. IF THEY FAIL TO EFFECTIVELY MANAGE THEIR GROWTH, THEIR BUSINESS AND OPERATING RESULTS COULD BE HARMED. * Our ability to continue to attract customers. * The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of the Company's businesses, operations and infrastructure. * The Company's focus on long-term goals over short-term results. * The results of investments in risky projects. * The Company's ability to keep operations operational at a reasonable cost and without service interruptions. * The Company's ability to achieve revenue goals for partners to whom they guarantee minimum payments or pay distribution fees. * The Company's ability to generate revenue from services in which they have invested considerable time and resources. The Company could experience rapid growth in its operations, which could place significant demands on management, operational and financial infrastructure. If the Company does not effectively manage its growth, the quality of their products and services could suffer, which could negatively affect branding and operating results. To effectively manage this growth, the Company will need to continue to improve its operational, financial and management controls and reporting systems and procedures. These systems enhancements and improvements could require significant capital expenditures and management resources. Failure to implement these improvements could hurt the Company's ability to manage its growth and financial position. THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS ARE VALUABLE, AND ANY INABILITY TO PROTECT THEM COULD REDUCE THE VALUE OF THEIR PRODUCTS, SERVICES AND BRAND. The Company's trademarks, trade secrets, copyrights and other intellectual property rights are important assets for the Company. Various events outside of their control pose a threat to their intellectual property rights as well as to their products and services. For example, effective intellectual property protection may not be available in every country in which their products are distributed. Also, the efforts the Company takes to protect its proprietary rights may not be sufficient or effective. Any significant impairment of their intellectual property rights could harm the Company's business or ability to compete. Also, protecting their intellectual property rights is costly and time consuming. THE COMPANY RELIES ON HIGHLY SKILLED PERSONNEL AND, IF THEY ARE UNABLE TO RETAIN OR MOTIVATE KEY PERSONNEL OR HIRE QUALIFIED PERSONNEL, THEY MAY NOT BE ABLE TO GROW EFFECTIVELY. The Company's performance largely depends on the talents and efforts of highly skilled individuals. Their future success depends on the Company's continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. RISKS RELATED TO OWNERSHIP OF COMMON STOCK THE TRADING PRICE FOR THE COMPANY'S COMMON STOCK MAY BE VOLATILE The market price of the Company's common shares may experience fluctuations. The market price of common shares may be adversely affected by various factors, including proposed Internet legislation or enforcement of existing laws, innovation and technological changes, the emergence of new competitors, quarterly variations in revenue and results of operations, speculation in the press or analyst community and general market conditions or market conditions specific to particular industries, including the Internet and gaming. 7 THERE IS A LIMITED MARKET FOR THE COMPANY'S COMMON STOCK, WHICH MAY MAKE IT DIFFICULT TO SELL STOCK. The Company's common stock trades on the OTCQB under the symbol "SGOO." There is a limited trading market for their common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for the Company's common stock, the ability of holders of the Company's common stock to sell the Company's common stock, or the prices at which holders may be able to sell the Company's common stock. SNOOGOO'S SHARES ARE SUBJECT TO THE U.S. "PENNY STOCK" RULES AND INVESTORS WHO PURCHASE SHARES MAY HAVE DIFFICULTY RE-SELLING THEIR SHARES AS THE LIQUIDITY OF THE MARKET FOR SHARES MAY BE ADVERSELY AFFECTED BY THE IMPACT OF THE "PENNY STOCK" RULES. The Company's stock is subject to U.S. "Penny Stock" rules, which may make the stock more difficult to trade on the open market. The Company's common shares currently trade on the OTCQB. A "penny stock" is generally defined by regulations of the U.S. Securities and Exchange Commission ("SEC") as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US$5.00 will not be considered a penny stock if it fits within any of the following exceptions: (i) the equity security is listed on NASDAQ or a national securities exchange; (ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or (iii) the issuer of the equity security has been in continuous operation for more than three years, and has net tangible assets of at least US$2,000,000. The Company's common stock does not currently fit into any of the above exceptions. If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in SGOO's common stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend the Company's securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share. Since the Company's common stock is currently deemed a penny stock, it may tend to reduce market liquidity of the Company's common stock, because they limit the broker/dealers' ability to trade, and a purchaser's ability to sell, the stock in the secondary market. A low price of the Company's common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. A low price of the Company's common stock also limits the Company's ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker's commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company's shareholders may pay transaction costs that are a higher percentage of their total share value than if the Company's share price were substantially higher. 8 For more information about penny stocks, contact the Office of Filings, Information and Consumer Services of the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at (202) 272-7440. ITEM 2. PROPERTIES We currently utilize space, for no charge, at 7825 N Calle Caballeros, Paradise Valley, AZ 85253. The facilities include an answering machine, a fax machine, computer and office equipment. We intend to use these facilities for the time being until we feel we have outgrown them. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. ITEM 3. LEGAL PROCEEDINGS Snoogoo, Corp. is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) Market Information: Our Common Stock is traded on FINRA's OTC Markets ("OTCQB") market under the symbol "SGOO". To date, there has not been an active trading market. (b) Holders: At December 31, 2015 and 2014, 310 and 280 certificate holding stockholders of record of our Common Stock. (c) Dividend: We have not declared any cash dividends and do not intend to declare or pay any cash dividends in the foreseeable future. (d) Transfer Agent: The company has retained Pacific Stock Transfer Co. of 6725 Via Austi Pkwy Suite 300 Las Vegas, Nevada 89119 as their transfer agent. ITEM 6. SELECTED FINANCIAL DATA Not Applicable under smaller reporting company disclosure rules. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from 9 the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation: * Our ability to attract and retain management, and to integrate and maintain technical information and management information systems; * Our ability to raise capital when needed and on acceptable terms and conditions; * The intensity of competition; and * General economic conditions. All written and oral forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. SNOOGOO CORP. PLAN OF OPERATIONS Snoogoo Corp., a Nevada corporation, was incorporated under the name Sawadee Ventures Inc. in the State of Nevada on September 26, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties of merit. In November of 2009 we entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure(R) technology. In January 2015 the Company ended its Additive Supply and License Agreement with Bio-Tec Environmental. On February 11, 2015 the Company entered into an Asset Purchase Agreement for the acquisition of a new social information network technology had it plans to use in order to launch web and mobile applications with broad global appeal. We have not generated any income since inception, as of the years ended December 31, 2015 and 2014, have incurred a net loss of $(1,575,358) and $(280,708), respectively. We are currently focusing on generating revenue by implementing three phases of our strategy. First, we plan to raise capital to purchase manufacturing equipment and lease a manufacturing facility. Second, we plan to increase our customer base. Third, we intend to leverage our assets to expand our business model through the acquisitions of related businesses. SNOOGOO CORP. RESULTS OF OPERATIONS Revenues: The Company is a Development stage company and has not generated any revenues during the period from inception to December 31, 2015. Property and equipment: The Company currently owns no equipment. Total Expenses: The Company incurred operating expenses and interest expense for the years ended December 31, 2015 and 2014 of $1,405,566 and $274,576, and $4,932 and $6,132, respectively, due to administrative and interest expenses. As of December 31, 2015 the Company had a Loss on Settlement of Debt of $164,860. Net Income (Loss): The Company incurred losses for the years ended December 31, 2015 and 2014 of $(1,575,358) and $(280,708) respectively, due to impairment of long-term assets and administrative and interest expenses. 10 Liquidity and Capital Resources: For purposes of reporting cash flows, cash includes demand deposits, time deposits, and short-term cash equivalents with original maturities of three months or less. As of December 31, 2015, and 2014, Snoogoo had $80 and $85, respectively. Off Balance Sheet Arrangements: We do not have any off-balance sheet arrangements as of December 31, 2015 and December 31, 2014. The Company sold for cash $452,427 of equity securities from inception thru December 31, 2015. In the year ended December 31, 2015, the Company issued 41,268,000 common shares in exchange for amounts owed to debtors. The following table provides selected financial data about Snoogoo, Corp. for the periods ending December 31, 2015 and 2014. Balance Sheet Data: 12/31/15 12/31/14 ------------------- -------- -------- Cash $ 80 $ 85 Total assets $ 80 $ 85 Total liabilities $ 470,595 $ 882,642 Shareholders' equity $(470,515) $(882,557) CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In accordance with the reporting requirements of SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts payable and credit cards payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2015 and 2014, the Company did not have any other financial instruments. INCOME TAXES The Company accounts for corporate income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements and tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in the years in which the differences are expected to be settled or realized. 11 ITEM 8. FINANCIAL STATEMENTS [LETTERHEAD OF SEALE AND BEERS, CPAS] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Snoogoo Corp. We have audited the accompanying balance sheets of Snoogoo Corp. as of December 31, 2015 and December 31, 2014 and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2015. Snoogoo Corp.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Snoogoo Corp. as of December 31, 2015 and December 31, 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues, has negative working capital at December 31, 2015, has incurred recurring losses, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Seale and Beers, CPAs ------------------------------------ Seale and Beers, CPAs Las Vegas, Nevada December 7, 2016 12 SNOOGOO CORP. Formerly Casey Container Corp. Balance Sheets (Expressed in U.S. Dollars) (Audited)

As Of As Of December 31, ~~2014~~2015 December 31, ~~2013~~2014 ----------------- ----------------- ASSETS CURRENT ASSETS Cash $ 8580 $ 7485 ------------ ------------ Total Current Assets 80 85 74 ------------ ------------ Total Assets $ 8580 $ 7485 ============ ============ LIABILITIES CURRENT LIABILITIES Accounts Payable and Accrued Liabilities $ ~~172~~292,~~624~~873 $ ~~157~~172,~~145~~624 Interest and Non-interest Bearing Loans From Related Parties -- 33,800 ~~4,850~~ Interest and Non-interest Bearing Loans 81,863 76,931 ~~99,749~~ Due to Related Parties 95,859 599,287 ~~425,379~~ ------------ ------------ Total Current Liabilities 470,595 882,642 ~~687,123~~ ------------ ------------ STOCKHOLDERS' EQUITY Preferred Stock 10,000,000 authorized, par value $0.001, none issued and outstanding Common Stock ~~250~~1,000,000,000 authorized shares, par value $0.001 94162,~~771~~989,701 and 9294,~~700~~771,~~034~~701 shares issued and outstanding at December 31, ~~2014~~2015 and December 31, ~~2013~~2014 162,990 94,772 ~~92,700~~ Additional Paid-in-Capital 35,~~560~~479,~~384~~566 3,~~477~~560,~~256~~384 Deficit (46,~~537~~113,~~713~~071) (4,~~257~~537,~~005~~713) ------------ ------------ Total Stockholders' Equity (~~882~~470,~~557~~515) (~~687~~882,~~049~~557) ------------ ------------ Total Liabilities and Stockholders' Equity $ 8580 $ 7485 ============ ============

The accompanying notes are an integral part of these financial statements. 13 SNOOGOO CORP. Formerly Casey Container Corp. Statements of Operations (Expressed in U.S. Dollars) (Audited)

For the Year For the Year Ended Ended December 31, ~~2014~~2015 December 31, ~~2013~~2014 ----------------- ----------------- REVENUES: Revenues $ -- $ -- ------------ ------------ Total Revenues -- -- ------------ ------------ EXPENSES: Operating Expenses General and administrative 1,405,566 274,576 ~~600,226~~ ------------ ------------ Operating Expenses 1,405,566 274,576 ~~600,226~~ ------------ ------------ Other ~~Expenses~~expenses Loss on settlement of debt 164,860 -- Interest 4,932 6,132 ~~776~~ ------------ ------------ Total Other Expenses 169,792 6,132 ~~776~~ ------------ ------------ PROVISION FOR INCOME TAXES: Income Tax Benefit -- -- ------------ ------------ Net Income (Loss) for the period $ (~~280~~1,~~708~~575,358) $ (~~601~~280,~~002~~708) ============ ============ Basic and Diluted Earnings Per Common Share $ (0.0001) $ (0.0100) ------------ ------------ Weighted Average number of Common Shares used in per share calculations 154,347,356 94,448,130 ~~76,512,135~~ ============ ============

The accompanying notes are an integral part of these financial statements. 14 SNOOGOO CORP. Formerly Casey Container Corp. Statements of Stockholders' Equity (Deficit) December 31, 2015 (Expressed in U.S. Dollars) (Audited)

Common Stock ~~Common Stock Issuable~~ Additional ------------------- -~~--------------~~ Paid-In Stockholders' Shares Amount ~~Shares Amount~~ Capital Deficit Equity ------ ------ ------ -~~-----~~ ------- ------- ~~------~~ Balance, December 31, ~~2012~~2013 6992,~~566~~700,~~701~~034 $69 92,~~567~~700 -- $ ~~-- $ 2~~3,~~263~~477,~~889~~256 $(34,~~656~~257,~~003~~005) $ (1687,~~322,547~~049) Stock ~~cancelled~~issued at $0.2404 per share for debt on January 1531, ~~2013~~2014 ~~from~~1,250,000 ~~the~~1,250 ~~original~~48,750 ~~issuance~~-- 50,000 Stock issued at $0.04 per share for debt settlement agreement on ~~August~~April 304, ~~2012~~2014 ~~(300~~505,000) ~~(300)~~505 --19,695 -- ~~(71~~20,~~700)~~200 Stock issued at $0.04 per share for cash on April 9, 2014 250,000 250 9,750 -- ~~(72~~10,000) Stock ~~cancelled~~issued at $0.22075 per share for cash on ~~January~~April 1517, ~~2013~~2014 ~~from~~66,667 ~~the~~67 ~~original~~4,933 ~~issuance~~-- on5,000 Net Loss for the Year December 1231, ~~2012~~2014 -- -- -- (~~150~~280,~~000~~708) (~~150~~280,708) ----------- -------- ~~(32,850)~~---------- ----------- ----------- Balance, December 31, 2014 94,771,701 94,772 3,560,384 (334,~~000~~537,713) (882,557) Stock issued at $0.15012 per share for ~~investor~~debt ~~relations~~settlement ~~services~~agreement on ~~February~~January 136, ~~2013~~2015 ~~450~~26,000,000 ~~450~~26,000 ~~-- -- 67~~286,~~050~~000 -- 67312,~~500~~000 Stock issued at $0.10025 per share for ~~compensation~~debt tosettlement ~~Board~~agreement ~~Members~~ on ~~April~~January 1727, ~~2013~~2015 ~~600~~6,500,000 ~~600~~6,500 ~~-- -- 59~~156,~~400~~000 -- 60162,~~000~~500 Stock issued at $0.05025 per share for ~~debt~~cash ~~to consultant~~ on ~~May~~February 209, ~~2013~~2015 1,000,000 1,000 ~~-- -- 49~~24,000 -- 5025,000 Stock issued at $0.0605 per share for ~~debt~~consulting toservices ~~Chairman~~ on ~~June~~February 2410, ~~2013~~2015 116,~~533~~000,~~333~~000 116,~~533~~000 ~~-- -- 90~~784,~~467~~000 -- 92800,000 Stock issued at $0.0605 per share for debt tosettlement aagreement ~~Vice President~~ on ~~June~~February 2411, ~~2013~~2015 16,~~000~~668,000 16,~~000~~668 ~~-- -- 59~~326,~~000~~732 -- 60333,~~000~~400 Stock issued at $0.06 per share for ~~debt~~agreement ~~to the CEO~~ on ~~June~~February 2417, ~~2013~~2015 84,~~500~~000,000 84,~~500~~000 ~~-- -- 501~~236,~~500~~000 -- ~~510~~240,000 Stock issued at $0.0501 per share for cash on ~~July~~April 221, ~~2013~~2015 ~~400~~500,000 ~~400~~500 ~~-- -- 19~~4,~~600~~500 -- 205,000 Stock issued at $0.0803 per share for ~~consulting~~debt ~~services~~settlement agreement on ~~July~~April 2221, ~~2013~~2015 1,100,000 1,100 --31,900 -- 733,~~900~~000 Stock issued at $0.01 for cash per share agreement on May 12, 2015 500,000 500 4,500 -- 85,000 Stock ~~cancelled~~issued at $0.0601 per share for cash on ~~August~~May 2713, ~~2013~~2015 ~~from~~750,000 ~~the~~750 ~~original~~6,750 ~~issuance~~-- to7,500 aStock ~~Vice~~issued ~~President~~at $0.01 per share for cash on ~~June~~May 2414, ~~2012~~2015 ~~(300~~250,000) ~~(300)~~250 --2,250 -- ~~(17~~2,~~700)~~500 Stock issued at $0.01 per share for cash on June 10, 2015 1,000,000 1,000 9,000 -- ~~(18~~10,000) Stock issued at $0.06022 per share for debt tosettlement ~~President~~agreement on ~~September~~August 2625, ~~2013~~2015 ~~300~~1,000,000 ~~300~~1,000 ~~-- -- 17~~21,~~700~~000 -- 1822,000 Stock issued at $0.0801 per share for ~~investor~~cash ~~relations services~~ on October 14, ~~2013~~2015 ~~200~~500,000 ~~200~~500 ~~-- -- 15~~4,~~800~~500 -- 165,000 Stock issued at $0.0601 per share for ~~debt~~cash toon ~~Chairman~~October 10, 2015 250,000 250 2,250 -- 2,500 Stock issued at $0.001 per consulting agreement on October 2527, ~~2013~~2015 14,~~300~~000,000 14,~~300~~000 -- -- 764,~~700 -- 78,~~000

The accompanying notes are an integral part of these financial statements. 15 SNOOGOO CORP. Formerly Casey Container Corp. Statements of Stockholders' Equity (Deficit) December 31, 2015 (Continued) (Expressed in U.S. Dollars) (Audited)

Common Stock ~~Common Stock Issuable~~ Additional ------------------- -~~--------------~~ Paid-In Stockholders' Shares Amount ~~Shares Amount~~ Capital Deficit Equity ------ ------ ------ -~~-----~~ ------- ------- ~~------~~ Stock issued at $0.0601 per share for ~~debt~~cash ~~to President~~ on ~~October~~November 2515, ~~2013~~2015 21,~~500~~200,000 21,~~500~~200 ~~-- -- 147~~10,~~500~~800 -- ~~150~~12,000 Stock issued at $0.0301 per share for ~~debt~~cash ~~to consultant~~ on ~~November~~December 263, ~~2013~~2015 1,000,000 1,000 ~~-- -- 29~~9,000 -- 3010,000 Stock ~~issued~~cancelled ~~at $0.04~~ per ~~share~~cancellation ~~for~~of ~~debt~~consulting toagreement ~~President~~ on December 1718, ~~2013~~2015 5(4,000,000 ~~5,000 -- -- 195,000 -- 200,000 Net Loss for the Year December 31, 2013 -- -- -- -- -- (601,002~~) (~~601~~4,~~002~~000) --~~--------~~ --~~-----~~ ~~------ ------ ----------- ----------- ----------- Balance, December 31, 2013 92,700,034 $92,700 -- $ -- $ 3,477,256 $~~(4,~~257,005~~000) $ (687,049) Stock issued at $0.04 per share for debt on January 31, 2014 1,250,000 1,250 -- -- 48,750 -- 50,000 Stock issued at $0.04 per share for debt settlement agreement on April 4, 2014 505,000 505 -- -- 19,695 -- 20,200 Stock issued at $0.04 per share for cash on April 9, 2014 250,000 250 -- -- 9,750 -- 10,000 Stock issued at $0.075 per share for cash on April 17, 2014 66,667 67 -- -- 4,933 -- 5,000 Net Loss for the Year December 31, ~~2014~~2015 -- -- -- (~~280~~1,~~708~~575,358) (~~280~~1,~~708~~575,358) ---------- -~~------~~ ------ --~~----~~ ----------- ----------- ----------- ~~Balance~~162, ~~December 31~~989, ~~2014 94,771,~~701 $94162,~~772~~990 -- $ ~~-- $ 3~~5,~~560~~479,~~384~~566 $(46,~~537~~113,~~713~~071) $ (~~882~~470,~~557~~515) ========== =~~======~~ ====== ==~~====~~ =========== =========== ===========

The accompanying notes are an integral part of these financial statements. 16 SNOOGOO CORP. Formerly Casey Container Corp. Statements of Cash Flows (Expressed in U.S. Dollars) (Audited)

For the Year For the Year Ended Ended December 31, ~~2014~~2015 December 31, ~~2013~~2014 ----------------- ----------------- OPERATING ACTIVITIES: Net Loss $ (~~280~~1,~~708~~575,358) $ (~~601~~280,~~002~~708) Adjustments to reconcile net loss to net cash used in operating activities: Expenses paid on our behalf by Related Parties 235,300 237,580 ~~510,625~~ Stock issued for services to Non-~~Officer~~Related ~~Board~~Party ~~Members~~920,000 -- ~~60,000~~ Stock issued for services to ~~Non-~~Related Party ~~-- 91~~120,~~500~~000 ~~Stock issued to Non~~-~~Related~~- ~~Party for conversion of accounts payable 20,200 80,000~~ Accounts payables and loans due to Related Parties converted into stock 780,900 50,000 --Finance ~~Stock~~and ~~cancelled~~interest ~~due~~charges added to ~~rescission~~loan ofpayable ~~agreements~~4,932 ~~-- (105~~6,~~000)~~132 ~~Finance~~Accounts payables and ~~interest~~loans ~~charges~~due ~~added~~ to ~~loan~~Non-related ~~payable~~Party 6converted into stock 82,~~132~~000 ~~776~~20,200 Accounts payable and accrued liabilities 120,249 15,479 ~~53,646~~ ------------ ------------ Net Cash Provided from Operating Activities 688,023 48,683 ~~90,545~~ ------------ ------------ FINANCING ACTIVITIES: Repayment of Related party expenses paid on our behalf (63738,~~672~~728) (~~118~~63,~~843~~672) Non-interest bearing loan from Related Party (33,800) 28,950 ~~4,850~~ Repayment of loan payable -- (28,950) -- Common stock issued and issuable for cash 1584,~~000~~500 2015,000 ------------ ------------ Net Cash Provided from Financing Activities (48688,~~672~~028) (9348,~~993~~672) ------------ ------------ Net Increase (Decrease) in Cash 11 (~~3,448~~5) 11 ------------ ------------ Cash, Beginning of the Period 85 74 ~~3,522~~ ------------ ------------ Cash, End of the Period $ 8580 $ 7485 ============ ============ 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, 521,000,000, 36,~~800~~500,000, 6,668,000 and 111,~~033~~100,~~333~~000 Common shares on January 31, 2014, ~~December~~January 176, ~~2013~~2015, ~~October~~January 2527, ~~2013~~2015, February 11, 2015 and ~~June~~April 2421, ~~2013~~2015 $ 50780,~~000~~900 $ 150,~~090,~~000 ============ ============

The accompanying notes are an integral part of these financial statements. 17 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS, HISTORY AND COMPANY TODAY - Snoogoo Corporation (formerly Casey Container Corp. and formerly Sawadee Ventures Inc.), a Nevada corporation, (hereinafter referred to as the "Company" or "Snoogoo Corp") was incorporated in the State of Nevada on September 26, 2006. The Company's year-end is December 31. The Company was originally formed in 2006 to engage in the acquisition, exploration and development of natural resource properties of merit. Effective January 12, 2010, James Casey, Terry Neild and Robert Seaman were appointed as Directors of the Company. Mr. Casey was elected President, Mr. Terry Neild was elected Chief Executive Officer, Chief Financial Officer and Secretary and Mr. Seaman was elected Vice President-Operations. Effective January 12, 2010, the Company's Certificate of Incorporation was changed and the name of the Company was changed to Casey Container Corp. ("Casey"). Casey designs and will custom manufacture biodegradable PET and other polymer plastic preforms that become PET and other polymer plastic bottles and containers, for such product lines as bottled water, bottled beverages and other consumer products. Casey has a non-exclusive supply and license agreement with Bio-Tec Environmental, LLC. Casey currently is considered a "shell" company inasmuch as it is not in production and has no revenues, employees or material assets. Effective February 7, 2011, Martin R. Nason was elected President, Chief Executive Officer and Chief Financial Officer. Mr. Neild remained Chairman of the Board of Directors and Secretary, Mr. Casey as Vice President of Technical Services and Sales and Mr. Seaman as Vice President Manufacturing. On January 31, 2014, Mr. Seaman resigned and Mr. Nason was elected as a Director. On January 9, 2015 the Board Of Directors approved a Letter Of Understanding and Term Sheet to purchase the assets, including, but not limited to patents, intellectual property rights, logos and commercial symbols relating to an Information Network technology software. The acquisition of the assets and change in the direction of the Company's business was completed on February 11, 2015. James T. Casey and Robert Seaman, both Vice Presidents, left Snoogoo Corp. effective February 11, 2015, due to the completion of the acquisition of the assets and change in business direction (see February 9, 2015 below). On January 14 and 16, 2015, James T. Casey and Martin R. Nason, respectively, resigned as Members of the Board Of Directors, which was approved by the remaining Board Members on January 20, 2015. Mr. Nason remains as its Chief Executive Officer, President and Chief Financial Officer. On May 15, 2015, Mr. Nason resigned all his positions with the Company and Terry W. Neild was appointed Chief Executive Officer, Robert Egeland was appointed President, Michael Schifsky was appointed Treasurer and Chief Financial Officer and Leonard Braumberger was appointed Chief Technology Officer. On October 28, 2015 Michael Schifsky resigned his positions and on November 2, 2015, Mr. Nason was appointed Interim CFO and Interim Treasurer. On February 9, 2015, the Board of Directors resolved and approved to change the Company's name to SnooGoo Corp. and to increase the number of authorized Common Shares from 250,000,000, $0.001 par value to 1,000,000,000, $0.001 par value, which was approved by over 51% of the issued and outstanding Common Shares. On February 10, 2015, a Certificate of Amendment was accordingly filed with the State of Nevada and the Company received a Nevada State Business License for SnooGoo Corp. on February 11, 2015. On February 23, 2015, the Company received approval from the Financial Industry Regulatory Authority ("FINA"), that it approved the name change from Casey Container Corp. to SnooGoo Corp. and assigned the trading symbol "SGOO" effective the beginning of trading on February 24, 2015. 18 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) BASIS OF PRESENTATION - In the opinion of management, the accompanying balance sheets and related statements of operations, cash flows and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results and outcomes may differ from managements' estimates and assumptions. CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents. INCOME TAXES - The Company accounts for its income taxes by recognizing deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has net operating loss carryovers of $4,709,268 and $4,537,713 for the years ended December 31, 2015 and 2014 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, 2015 December 31, 2014 ----------------- ----------------- Net operating loss carryovers $ 4,709,268 $ 4,537,713 =========== =========== Effective tax deferred asset (30% tax rate) $ 1,412,780 $ 1,361,314 Impairment of tax deferred asset $(1,412,780) $(1,361,314) ----------- ----------- Net tax deferred asset $ 0 $ 0 =========== =========== NET LOSS PER COMMON SHARE - Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from September 26, 2006 (Date of Inception) through December 31, 2015, the Company had no potentially dilutive securities. The basic and diluted net loss per share was $(0.01) and $(0.00) for the years ended December 31, 2015 and 2014, respectively. For the years ended December 31, 2015 and 2014 the Net Loss was $(1,575,358) and $(280,708), respectively. For the years ended December 31, 2015 and 2014, the Weighted Average Number of Common shares used in per share calculations was 154,347,356 and 94,448,130 respectively. 19 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan. In the years ended December 31, 2015 and 2014, the Company issued 4,000,000 and none Restricted Common shares with a value of $240,000 and none respectively to its two independent Board Members, which was the closing price of the Company's freely-traded Common shares on the date of issuance. REVENUE RECOGNITION - The Company recognizes revenue when the following four revenue recognition criteria are met (1) persuasive evidence of an arrangement that exists; (2) delivery has occurred or services have been provided; (3) the selling price is fixed or determinable and (4) collectability is reasonably assured. LONG-LIVED ASSETS - The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management, as of December 31, 2015 and 2014. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity mush have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actual trade in active markets. Level 2: The Financial Accounting Standards Board ("FASB") acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, FASB provided a second level of inputs that can be applied in three situations. Level 3: If inputs from Levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. FASB describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date." Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made my market participants. RECENT ACCOUNTING PRONOUNCEMENTS - FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, DEVELOPMENT STAGE ENTITIES (TOPIC 915) - ELIMINATION OF CERTAIN FINANCIAL REPORTING REQUIREMENTS, INCLUDING AN AMENDMENT TO VARIABLE INTEREST ENTITIES GUIDANCE IN TOPIC 810, CONSOLIDATION, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. 20 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 2. GOING CONCERN The Company incurred net losses of $6,113,071 for the period from September 26, 2006 (Date of Inception) through December 31, 2015 and has commenced limited operations, raising substantial doubt about the Company's ability to continue as a going concern. The Company plans to continue to sell its restricted Common shares for cash and services and borrow from its directors, officers, related and non-related parties, reduce its cash expenses and continue to raise sufficient equity capital for cash, but there can be no assurance the Company will be successful in raising the equity capital for cash. The ability of the Company to continue as a going concern is dependent on receiving sufficient sources of cash equity capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 3. PROPERTY AND EQUIPMENT As of December 31, 2015 and 2014, respectively, the Company does not own any physical property and/or equipment. 4. INTANGIBLES The Company's accounting policy for Long-Lived Assets requires it to review on a regular basis for facts or circumstances that may suggest impairment. Software development costs totaling $337,855 were recorded as an Intangible Asset during the year ended December 31, 2015. These costs were related to the development of the Company's new social information network technology platform (search, save and share) it intends to use to launch web and mobile applications with broad global appeal. At the end of December 31, 2015, the Company deemed these costs were impaired in its entirety as reflected on the Company's Statement of Operations as a General and Administrative expense. The Company concluded that such impairment should be recognized based on that if the Company is unable to obtain the financial resources needed to execute its business plan, there is substantial doubt regarding the Company's ability to continue as a going concern based on the Company's cash position at year-end and the unlikelihood of recovering the investment in the Intangible Asset. (See Note 13). 5. STOCKHOLDERS' EQUITY At December 31, 2015 and 2014, the Company has 10,000,000 Preferred shares authorized with a par value of $0.001 per share and 1,000,000,000 and 250,000,000 Common shares authorized (see Note 1"Description Of Business" above) with a par value of $0.001 per share. At December 31, 2015 and 2014, the Company had 162,989,701 and 94,771,701 Common shares issued and outstanding, respectively. On January 31, 2014, the Company signed a Debt Settlement Agreement with Aruba Capital Partners Limited, a company owned by its Chairman, whereby 1,250,000 Restricted Common shares at $0.04 per share were issued in exchange for $50,000 of unpaid expenses incurred on behalf of the Company and a non-interest bearing loan made to the Company, which represents a 33.3% discount to the closing price of the Company's freely-traded shares on the OTC.BB (see Note 6 "Related Party Transactions:). On April 3, 2014, the Company sold 250,000 Restricted Common shares at $0.04 per share for cash to a non-related party who's also a vendor (see April 4, 2014 transaction below), which represents a 33.3% discount to the closing price of $0.06 per share of the Company's freely-traded shares on the OTC.BB. 21 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 5. STOCKHOLDERS' EQUITY (continued) On April 4, 2014, the Company signed a Debt Settlement Agreement with a non-related vendor, whereby the Company issued 505,000 Restricted Common shares at $0.04 per share in exchange for $20,200 of accounts payable owed to the vendor, which represents a 33.3% discount to the closing price of $0.06 per share of the Company's freely-traded shares on the OTC.BB. On April 10, 2014, the Company sold 66,667 Restricted Common shares at $0.075 per share for cash to a non-related party, which represents a 25% discount to the closing price of $0.10 per share of the Company's freely-traded shares on the OTC.BB. 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 $25,000 for 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. 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 its 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 per share, the closing price of its freely-traded shares. 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 Restricted 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 Restricted Common stock to an unrelated party in exchange for $5,000. 22 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 5. STOCKHOLDERS' EQUITY (continued) On May 13, 2015, the Company issued 750,000 shares of its Restricted Common stock to an unrelated party in exchange for $7,500. On May 14, 2015, the Company issued 250,000 shares of its Restricted Common stock to an unrelated party in exchange for $2,500. On June 10, 2015, the Company issued 1,000,000 shares of its Restricted Common stock to an unrelated party in exchange for $10,000. As of June 30, 2015, the Company had 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 Restricted Common stock at $0.01 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 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. On October 4, 2015, the Company issued 500,000 shares of its Restricted Common stock to an unrelated party at $0.01 per share in exchange for $5,000. On October 10, 2015, the Company issued 250,000 shares of its Restricted Common stock to an unrelated party at $0.01 per share in exchange for $2,500. On October 27, 2015, the Company entered into a Consulting Agreement and issued 4,000,000 shares of its Restricted Common Shares at $0.01 per share. On November 15, 2015, the Company issued 1,200,000 shares of its Restricted Common Shares at $0.01 per share for $12,000. On December 3, 2015, the Company issued 1,000,000 shares of its Restricted Common Shares at $0.01 per share for $10,000. On December 18, 2015, the Company voided the October 27, 2015 Consulting Agreement at the request of the Consultant. The original stock certificate was retired by the Company's transfer agent on May 16, 2016. 6. RELATED PARTY TRANSACTIONS As of December 31, 2015 and 2014, $95,859 and $599,287 respectively is due to Company officers for unpaid expenses and fees. On March 5, 2013, the Company borrowed $4,850 in a non-interest bearing loan from a firm controlled by the Chairman of the Board. 23 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 6. RELATED PARTY TRANSACTIONS (continued) On October 1, 2013, a previously classified Related Party whom the Company owes $22,000 in a non-interest bearing loan is no longer deemed a Related Party (see Note 9 "Non-Interest Bearing Loans"), since the party ceased to be involved in any and all of the Company's business affairs. On January 31, 2014, the Chairman signed a Debt Settlement Agreement, converting $50,000, respectively of unpaid expenses and loans into 1,250,000 Restricted Common shares (see Note 5 Stockholders' Equity") at $0.04 per share. On November 17, 2014, the Chairman assumed an interest-bearing loan of $28,647.08 from a Non-Related Party. 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 shares at $0.01 per share, in exchange for $200,000 of debt by the Company. 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 Common shares at $0.03 per share, the closing price of its freely-traded shares being $0.025, in exchange for $195,000 of accounts payable owed by the Company. On April 21, 2015, the Company issued 1,100,000 Restricted Common shares 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 amounts of all expenses paid on behalf of the Company by Officers/Directors and non-interest bearing loans outstanding at December 31, 2015 and December 31, 2014, respectively, are to Related Parties and are all unsecured. December 31, December 31, 2015 2014 -------- -------- Unpaid expenses and fees to Officers/Directors $ 95,859 $599,287 -------- -------- Non-interest and interest bearing loans to Related Parties: Chairman Of Board and Officer $ -- $ 33,800 ======== ======== 7. STOCK OPTIONS At December 31, 2015 and 2014, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 8. ADVERTISING The Company expenses its advertising, which includes investor relations services, as General and Administrative expenses, as incurred. The Company incurred $ 3,874 and $6,425 as of December 31, 2015 and 2014, respectively. 24 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 9. NON-INTEREST BEARING LOANS On January 28, 2011 and February 3, 2012, Auspice Capital, a former related party loaned the Company $27,000 in non-interest bearing loans of which $22,000 are outstanding as of December 31, 2015 and 2014. The amounts of all non-interest bearing loans outstanding at December 31, 2015 and December 31, 2014, respectively are unsecured (see Note 6, "Related Party Transactions") follows: December 31, December 31, 2015 2014 -------- -------- Non-interest bearing to Loans: Non-Officer/Director $ 22,000 $ 22,000 Chairman Of Board and Officer -- 4,850 -------- -------- Total $ 22,000 $ 26,850 ======== ======== 10. INTEREST BEARING LOANS On August 12 and 19, 2011, a nonrelated party loaned the Company $15,000, in an interest bearing Promissory Note at 8% per annum and a one-time financing fee of $9,900. The loan, one-time financing fee and unpaid accrued interest is due upon the Company's receipt of equity capital from an investor group. The full amounts are unsecured and not in default. See item November 17, 2014 below. On August 27, 2012, the Company borrowed $40,000 in a ninety-day non-interest bearing Promissory Note and a one-time financing fee of $10,000, which was expensed, from a non-related party. The loans, one-time financing fees and accrued interest is due upon the Company's receipt of equity capital from an investor group. The loan is unsecured and has a maturity date of December 31, 2013. The Company has not raised equity capital from any investor group. On November 17, 2014, a company controlled by the Chairman assumed an interest-bearing loan, with principal and cumulative accrued interest totaling $28,647.08 from a Non-Related Party (see Note 6 "Related Party Transactions). The amounts of all interest bearing loans outstanding at December 31, 2015 and 2014, respectively, are not in default, are not secured and accrued interest has been recorded in the respective years, follows: December 31, December 31, 2015 2014 -------- -------- Interest bearing to Related and Non-Related Parties: Related Party - principal $ -- $ 24,900 cumulative interest accrued -- 4,049 Non-Related Party - principal 50,000 50,000 cumulative interest accrued 9,863 4,931 -------- -------- Total $ 59,863 $ 83,881 ======== ======== 25 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 11. ARUBA BRANDS CORP. STOCK PURCHASE AGREEMENT On September 18, 2013, the Company entered into a Stock Purchase Agreement ("Agreement") with Aruba Brands Corp ("Aruba"), whereby Aruba would acquire for $1.5 million, 19.9% in Restricted Common shares, based upon the total of the Company's issued and outstanding shares upon completion of the funding of this Agreement. The Company filed a Form 8-K with the SEC on September 24, 2013. No funding occurred as of December 31, 2014 and the Company deems the transaction terminated. 12. STOCK PURCHASE AGREEMENT On April 3, 2014, the Company approved and signed a Stock Purchase Agreement dated March 24, 2014 with an investor group for a total amount of $10 million. For $5 million of the total, the investor will receive Restricted Common shares equal to forty percent (40%) of the total number of Common shares issued and outstanding on the date of funding and the investor would loan the Company $5 million at 6%, to be paid over a period of years, with a payment grace period of interest and principal until January 1, 2016. The Company filed a Form 8-K with the SEC on April 14, 2014. No funding was received as of December 31, 2014 and the Company deems the transaction terminated. 13. ACQUISITION 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, save and share community. As consideration, the Company has agreed to pay the seller 10% of all future advertising revenues, collected from its search, save and share website, up to a maximum of $4 million. (See Note 4). 14. SUBSEQUENT EVENTS On February 1, 2016, the Company initially entered into two Consulting Agreements for investor relations, corporate image and business strategy and issued a total of 2,000,000 Restricted Common shares and agreed to a monthly fee, modified to one Consulting Agreement, for a term of six months with the monthly fee to be paid upon the Company receiving an infusion of capital not expected until the fourth quarter. On May 25, 2016, the Board Of Directors approved the issuance of up to 20,000,000 Restricted Common shares at $0.01 per share ($200,000) plus participation in a Revenue Sharing Agreement of $0.02 for each $1.00 of advertising revenue the Company receives for a period of thirty-six months after the effective date as defined in the Revenue Sharing Agreement. The payment of the Revenue Sharing is earned on a pro-rata basis, based on the portion each investor makes towards the $200,000 total investment. Based on the full $200,000 being received from investors, if an investor invests $20,000 (10% of the $200,000 total investment), such investor will receive 10% of $0.02 ($0.002) for each dollar of advertising revenue the Company receives over the thirty-six month period. The following five (5) investments have been received by the Company pursuant to the Investment and Revenue Sharing Agreement Document: 1. On July 26, 2016, the Company received an investment of $37,500 and issued 3,750,000 Restricted Common shares at $0.01 per share. The certificate was issued on August 30, 2016. 26 SNOOGOO CORP. (formerly Casey Container Corp.) Notes to the Financial Statements December 31, 2015 and 2014 14. SUBSEQUENT EVENTS (continued) 2. On August 5, 2016, the Company received two investments - one for $15,000, one for $36,000 and issued 1,500,000 and 3,600,000 Restricted Common shares respectively at $0.01 per share on August 30, 2016. 3. On September 5, 2016, the Company received an investment of $3,750 and issued 375,000 Restricted Common shares at $0.01 per share on September 9, 2016. 4. On September 20, 2016, the Company received an investment of $20,000 and issued 2,000,000 Restricted Common shares at $0.01 per share. The certificate was issued on October 19, 2016. 5. On September 28, 2016, the Company received an investment of $10,000 and issued 1,000,000 Restricted Common shares at $0.01 per share. The certificate was issued on October 19, 2016. On August 31, 2016, the Company signed a Debt Settlement Agreement with a non-related party issuing 2,000,000 Restricted Common shares at $0.01 per share on September 6, 2016, in exchange for $20,000 of payables owed to the recipient. On August 31, 2016, the Company signed a Debt Settlement Agreement with a non-related party issuing 3,000,000 Restricted Common shares at $0.01 per share on September 6, 2016, in exchange for $30,000 of payables owed to the recipient. On September 1, 2016, the Company signed a Consulting Agreement and issued 4,000,000 Restricted Common shares at $0.01 per share on September 6, 2016. On September 6, 2016, the Company signed a Debt Settlement Agreement with a non-related party issuing 2,400,000 Restricted Common shares at $0.01 per share. The certificate was issued on October 19, 2016. 27 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our President), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective and that such material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared. MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our President), we have conducted an evaluation of the effectiveness of the design and operation of our financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective and that such material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management assessed the effectiveness of the Company's internal control over financial reporting and has identified the following material weaknesses: INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in various key functional areas needed for the development of the Company. 28 INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures. AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We have a functioning audit committee of outside directors on our board of directors, resulting in effective oversight in the establishment and monitoring of required internal controls and procedures. Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The directors and officers of Snoogoo Corp., whose one year term will expire 01/12/16 or at such a time as their successor(s) shall be elected and qualified are as follows: Name Age Position Date First Elected Term Expires ---- --- -------- ------------------ ------------ Terry W Neild 75 Chairman, President 1/12/10 (Appointed) 01/12/17 & Secretary Martin Nason 71 Interim CFO 1/31/14 (Appointed) 01/12/17 Richard Truelick 75 Director 4/17/13 (Appointed) 01/12/17 Dr. Scott Campbell 56 Director 4/17/13 (Appointed) 01/12/17 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. RESUMES EXECUTIVE OFFICERS AND DIRECTORS Mr. James Casey, Mr. Terry Neild and Mr. Robert Seaman were appointed as Directors of the Company in 2010. Mr. Casey filled the position of President, 29 Mr. Terry Neild, Chief Executive Officer, Chief Financial Officer and Secretary and Mr. Seaman is the Vice- President-Operations. Subsequent to December 31, 2010 both Mr. Neild and Mr. Casey resigned from their positions and Martin R Nason was appointed Chief Executive Officer, Chief Financial Officer, and President. Mr. Neild remains Chairman of the Board and Mr. Casey was appointed Executive Vice-President of Technical Services and remains a director. On April 17th, 2013 the Board of Directors appointed Mr. Richard Truelick and Dr. Scott Campbell to the Board of Directors. On January 31, 2014 Mr. Seaman stepped down as a Director and was replaced by Mr. Nason. Mr. Seaman remains Vice- President-Operations. On January 20, 2015, the Board of Directors accepted the resignations of James T. Casey and Martin R. Nason from their seats on the Board of Directors. Mr. Casey also resigned as Executive Vice-President of Technical Services. Martin R. Nason remained the Company's President CEO and CFO. Mr. Martin Nason, age 71, has over 35 years experience as a Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer with financial, operating, strategic, planning, manufacturing, marketing, and distribution experience, mostly with high growth domestic and international private and publically-owned companies. Mr. Nason was founder and former Director of a California Regional Bank and was Senior Executive Vice-President and Chief Operating Officer of Vidal Sassoon, Inc., a $165 million international hair care and cosmetics company sold in 1983 to Richardson-Vicks, Inc., now a division of Proctor and Gamble. He was Chief Financial Officer of WCT Communications, a switch-based long distance company which grew to $150 million in sales and was sold to Frontier Corp. (formerly Rochester Telephone) in 1995. Mr. Nason has taken several companies public and consulted for a variety of consumer products companies. Mr. Terry Neild, age 75, was previously President and CEO of Clearly Canadian Beverage Corporation and Jolt Beverages Corporation, both successful retail specialty beverage and bottled water companies. Throughout his 35-year career as a business leader and innovator, Mr. Neild has built a depth of proven entrepreneurial skills in a variety of industries. He has guided the development of several start-up companies; bringing them to a substantial success. Mr. Neild, who is a Certified Management Accountant, has held senior financial positions in Fortune 500 companies. Mr. Truelick, age 75, is a certified CPA who is the President and founder of Truelick Associates, an Independent Merger Intermediary and Investor. Mr. Truelick's experience includes performing financial analysis, research, and transaction negotiations with an emphasis on mergers and acquisitions. Over the past forty years Mr. Truelick has consummated over a hundred transactions involving mergers, acquisitions, and related business agreements. Dr. Campbell, age 56,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. ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ Terry Neild ~~2014~~2015 0 0 0 0 0 0 0 0 Martin Nason ~~2014~~2015 0 0 0 0 0 0 0 0 ~~James Casey 2014 0 0 0 0 0 0 0 0~~ Robert ~~Seaman 2014 0 0 0 0 0 0 0 0 Robert~~ Truelick ~~2014~~2015 0 0 0 0 0 0 0 0 Dr. Scott Campbell ~~2014~~2015 0 0 0 0 0 0 0 0 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ----------------------------------------------------------------- ------------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ Terry Neild 0 0 0 0 0 0 0 0 0 Martin Nason 0 0 0 0 0 0 0 0 0 James Casey 0 0 0 0 0 0 0 0 0 Robert Seaman 0 0 0 0 0 0 0 0 0 Richard Truelick 0 0 0 0 0 0 0 0 0 Dr. Scott Campbell 0 0 0 0 0 0 0 0 0

~~DIRECTOR~~OUTSTANDING ~~COMPENSATION~~EQUITY ~~Change~~AWARDS inAT ~~Pension~~FISCAL ~~Value~~YEAR ~~and~~END ~~Fees~~Option ~~Non~~Awards Stock Awards ----------------------------------------------------------------- ------------------------------------------------- Equity ~~Nonqualified~~Incentive ~~Earned~~Equity Plan Incentive ~~Deferred~~Awards: ~~Paid~~Plan inMarket ~~Stock~~or ~~Option~~Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan ~~Compensation~~Awards; ~~All~~of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name ~~Cash~~Exercisable ~~Awards~~Unexercisable ~~Awards~~Options ~~Compensation~~(#) ~~Earnings~~Price ~~Compensation~~Date ~~Total~~Vested(#) Vested Vested Vested ---- ---- ------- ------------- ----------- ----- ---- --------- ------ ------ ------ Terry Neild 0 0 0 0 0 0 0 0 0 Martin Nason 0 0 0 0 0 0 0 ~~James~~0 ~~Casey~~0 Richard Truelick 0 0 0 0 0 0 0 ~~Robert~~0 ~~Seaman~~0 Dr. Scott Campbell 0 0 0 0 0 0 0 0 0 DIRECTOR COMPENSATION Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Terry Neild 0 0 0 0 0 0 0 Martin Nason 0 0 0 0 0 0 0 Richard Truelick 0 0 0 0 0 0 0 Dr. Scott Campbell 0 0 0 0 0 0 0

The current Board of Directors is comprised of Mr. Terry Neild, who was appointed on January 6, 2010, and Mr. Richard Truelick and Dr. Scott Campbell, who were appointed as Directors of the Company on April 17, 2013. Mr. Terry Neild is the Chairman of the Board of Directors. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. 31 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Snoogoos' voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report: Name and Address No. of Percentage of Beneficial Owner (1) Shares of Ownership: ----------------------- ------ ------------- Terry W Neild - Director 28,273,379 15% 7165 E Balford Road Paradise Valley, AZ 85253 Martin R Nason - Officer 21,218,000 11% 7825 N Calle Caballeros Paradise Valley, AZ 85253 Richard Truelick 2,315,000 1.2% 12461 North 138th Place Scottsdale, AZ 85259 Dr. Scott Campbell 2,550,000 1.3% 7702 East Doubletree Ranch Rd #300 Scottsdale, AZ 85258 ---------- (1) The persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of their direct holdings in the Company. Name and Address of Beneficial Owner (1) of more that 5% of our No. of Percentage Common Stock Shares of Ownership ------------ ------ ------------ Terry W Neild 28,273,379 15% 7165 E Balford Road Paradise Valley, AZ 85253 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The principal executive office and telephone number are provided by Mr. Terry Neild, Chairman of the corporation, on a rent-free basis. Mr. Neild will also not receive any interest on any funds that he may advance to us for operating expenses. Terry W. Neild, Chairman of the Board of Directors, made several non-interest bearing cash loans totaling $103,400 and for expenses incurred of $76,000 to the Company during the year 2010. On December 30, 2010, Mr. Neild exchanged these non-interest bearing cash loans and outstanding expenses incurred on behalf of the Company for 717,600 Restricted Common shares, at $0.25 per share, the closing price of the Company's Common shares on the date of conversion. On May 21 and 30, 2012, Mr. Neild loaned the Company $12,000 and $38,250, respectively, in a non-interest bearing loans. On June 24th, 2013 Mr. Neild converted $90,020 owed to him into 1,500,333 shares of the Company's restricted common stock. On October 25th, 2013 Mr. Neild converted $78,000 owed to him into 1,300,000 shares of the Company's restricted common stock. On January 6, 2015, Mr. Neild entered into a Debt Settlement Agreement to exchange $200,000 of debt owned to him by the Company for twenty 20 million Restricted Common shares. Martin R Nason, President and Chief Executive Officer, made several non-interest bearing cash loans totaling $8,100. On February 10, 2012, Mr. Nason loaned $7,000 in a non-interest bearing loan, which was repaid on February 13, 2012. On February 22, 2012, Mr. Nason loaned $1,100 in a non-interest bearing loan, which was repaid on April 25 and May 17, 2012. On June 24th, 2013 Mr. Nason converted 32 $510,000 owed to him into 8,500,000 shares of the Company's restricted common stock. On September 26th, 2013 Mr. Nason converted $18,000 owed to him into 300,000 shares of the Company's restricted common stock. On October 25th, 2013 Mr. Nason converted $200,000 owed to him into 5,000,000 shares of the Company's restricted common stock. On December 17th, 2013 Mr. Nason converted $150,000 owed to him into 2,500,000 shares of the Company's restricted common stock. These conversions were for expenses paid and by Mr. Nason on behalf of the Company over a period from 2010 thru 2013. On January 27, 2015 Mr. Nason entered into a Debt Settlement Agreement to exchange $195,000 of debt owed to him by the Company for 6,500,000 Restricted Common shares. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services were $5,000 for audit-related services during the year ending December 31, 2015. The total fees charged to the company for audit services were $4,750 for audit-related services during the year ended December 31, 2014. PART IV ITEM 15. EXHIBITS

33 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 10-K and authorized this report to be signed on its behalf by the undersigned, in the city of Paradise Valley, AZ, on December 7, 2016. Snoogoo, Corp. /s/ Martin R Nason ----------------------------------------- Martin R Nason, Principal Financial Officer and Principal Accounting Officer 34

Filing Compare · Snoogoo Corp.