UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




x
            QUARTERLY REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
      PERIOD ENDED MARCH 31, 2009




o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              For
      the transition period from _______ to
    _______




Commission
File Number: 333-144888




SN Strategies
Corp.


(Exact
name of registrant as specified in its charter)





Nevada
            01-0660195(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





1077 Balboa Avenue,
      Laguna Beach, California 92651(Address
      of principal executive offices)





(714)
      651-8000(Registrant’s
      telephone number including area code)


Indicate
by check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90
days.                         xYes  oNo




Indicated
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).                                        oYes  oNo





Indicate
by check mark whether the registrant is a large accelerated file, 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.




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer  o
              (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company xIndicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act).
              x Yes o No




APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date.  As of May 14, 2009, there were
2,876,000 shares of the issuer's $.001 par value common stock issued and
outstanding.


1


PART
I - FINANCIAL INFORMATION





Item 1.  Financial
Statements





SN
STRATEGIES CORP.
 (A
Development Stage Company)
 BALANCE
SHEETS
  ASSETS
 
 March
      31, 2009 (Unaudited)
              
              
              December
      31, 2008Current
      assetsCash
              
              $
              1,023
              
              
              $
              788Prepaid
      expense
              
              
              -
              
              
              
              -Total
      current assets
              
              
              1,023
              
              
              
              788Other
      assetsInvestment
              
              
              27,500
              
              
              
              27,500Total
      assets
              
              $
              28,523
              
              
              $
              28,288
 
 LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
 Current
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              52,933
              
              
              $
              43,058Income
      taxes payable
              
              
              1,600
              
              
              
              800Convertible
      note payable
              
              
              3,000
              
              
              
              3,000Notes
      payable, related party
              
              
              28,125
              
              
              
              23,500Total
      current liabilities
              
              
              85,658
              
              
              
              70,358Stockholders’
      equity (deficit)Preferred
      stock, $.001 par value; 5,000,000 shares authorized, 0 shares issued and
      outstanding
              
              
              -
              
              
              
              -Common
      stock, $.001 par value; 50,000,000 shares authorized, 2,876,000 shares
      issued and outstanding at March 31, 2009 and December 31,
    2008
              
              
              2,876
              
              
              
              2,876Additional
      paid-in capital
              
              
              91,281
              
              
              
              91,281Deficit
      accumulated during the development stage
              
              
              (151,292
              )
              
              
              (136,227
              )Total
      stockholders’ equity (deficit)
              
              
              (57,135
              )
              
              
              (42,070
              )Total
      liabilities and stockholders’ equity (deficit)
              
              $
              28,523
              
              
              $
              28,288
 
 
  See accompanying notes to unaudited
financial statements.
 2
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
  Three
      Months Ended March 31,
              
              
              Inception
      (January 18, 2002) toMarch
      31,2009
              
              
              2008
              
              
              2009Net
      revenue
              
              $
              5,419
              
              
              $
              2,962
              
              
              $
              33,287Operating
      expensesLegal
      and professional
              
              
              12,740
              
              
              
              21,728
              
              
              
              101,125Dues
      and fees
              
              
              18
              
              
              
              3,932
              
              
              
              18,917Rent
              
              
              3,000
              
              
              
              3,000
              
              
              
              18,900General
      and administrative
              
              
              3,166
              
              
              
              1,461
              
              
              
              20,112Total
      operating expenses
              
              
              18,924
              
              
              
              30,121
              
              
              
              159,054Other
      income (expense)Interest
      income (expense), net
              
              
              (760
              )
              
              
              (73
              )
              
              
              (1,725
              )Loss
      from continuing operations before income taxes
              
              
              (14,265
              )
              
              
              (27,232
              )
              
              
              (127,492
              )Provision
      for income taxes
              
              
              800
              
              
              
              800
              
              
              
              2,400Loss
      from continuing operations
              
              
              (15,065
              )
              
              
              (28,032
              )
              
              
              (129,892
              )Discontinued
      operations
              
              
              -
              
              
              
              -
              
              
              
              (21,400
              )Net
      loss
              
              $
              (15,065
              )
              
              $
              (28,032
              )
              
              $
              (151,292
              )Net
      loss per common share from continuing operations – basic and
      diluted
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.06
              )Net
      loss per common share from discontinued operations – basic and
      diluted
              
              $
              -
              
              
              $
              -
              
              
              $
              (0.01
              )Weighted
      average of common shares – basic and diluted
              
              
              2,876,000
              
              
              
              2,876,000
              
              
              
              2,100,722
  See accompanying notes to unaudited
financial statements.
 3
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
 FOR
THE PERIOD FROM INCEPTION (JANUARY 18, 2002) THROUGH MARCH 31, 2009
  Common
      StockNumber
      of Shares
              
              
              Amount
              
              
              Additional
      Paid-In
                Capital
              
              
              Deficit
      Accumulated During Development Stage
              
              Total
      Stockholders’ Equity (Deficit)Balance,
      January 18, 2002
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Issuance
      of founder shares for services, January 30, 2002, retroactively stated for
      1:5 reverse stock split on April 22, 2007
              
              
              1,200,000
              
              
              
              1,200
              
              
              
              4,800
              
              
              
              -
              
              
              
              6,000Issuance
      of common stock, November 1, 2002, retroactively stated for 1:5 reverse
      stock split on April 22, 2007
              
              
              751,000
              
              
              
              751
              
              
              
              36,799
              
              
              
              -
              
              
              
              37,550Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              900
              
              
              
              -
              
              
              
              900Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (8,889
              )
              
              
              (8,889
              )Balance,
      December 31, 2002
              
              
              1,951,000
              
              
              
              1,951
              
              
              
              42,499
              
              
              
              (8,889
              )
              
              
              35,561Distributions
      to shareholders
              
              
              -
              
              
              
              -
              
              
              
              (32,750
              )
              
              
              -
              
              
              
              (32,750
              )Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              1,200
              
              
              
              -
              
              
              
              1,200
  See
accompanying notes to unaudited financial statements.
 4
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
 FOR
THE PERIOD FROM INCEPTION (JANUARY 18, 2002) THROUGH MARCH 31, 2009
  
 Common
      StockNumber
      of Shares
              
              Amount
              
              Additional
                Paid-In
                Capital
              
              Deficit
      Accumulated During Development Stage
              Total
      Stockholders’ Equity (Deficit)Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (3,273
              )
              
              
              (3,273
              )Balance,
      December 31, 2003
              
              
              1,951,000
              
              
              $
              1,951
              
              
              $
              10,949
              
              
              $
              (12,162
              )
              
              $
              738Additional
      paid-in capital contributed by related party
              
              
              -
              
              
              
              -
              
              
              
              832
              
              
              
              -
              
              
              
              832Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              1,200
              
              
              
              -
              
              
              
              1,200Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (3,889
              )
              
              
              (3,889
              )Balance,
      December 31, 2004
              
              
              1,951,000
              
              
              
              1,951
              
              
              
              12,981
              
              
              
              (16,051
              )
              
              
              (1,119
              )Additional
      paid-in capital contributed by related party
              
              
              -
              
              
              
              -
              
              
              
              50
              
              
              
              -
              
              
              
              50Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              1,200
              
              
              
              -
              
              
              
              1,200Net
      loss
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (2,440
              )
              
              $
              (2,440
              )Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              $
              -
              
              
              $
              1,200
              
              
              $
              -
              
              
              $
              1,200Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,909
              )
              
              
              (2,909
              )Balance,
      December 31, 2006 (audited)
              
              
              1,951,000
              
              
              
              1,951
              
              
              
              15,431
              
              
              
              (21,400
              )
              
              
              (4,018
              )Issuance
      of common stock, May 18, 2007
              
              
              437,500
              
              
              
              437
              
              
              
              34,563
              
              
              
              -
              
              
              
              35,000Issuance
      of common stock, May 31, 2007
              
              
              218,750
              
              
              
              219
              
              
              
              17,281
              
              
              
              -
              
              
              
              17,500Issuance
      of common stock, June 7, 2007
              
              
              268,750
              
              
              
              269
              
              
              
              21,231
              
              
              
              -
              
              
              
              21,500Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              900
              
              
              
              -
              
              
              
              900Conversion
      of note receivable
              
              
              -
              
              
              
              -
              
              
              
              1,875
              
              
              
              
              
              
              
              1,875Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (58,882
              )
              
              
              (58,882
              )Balance,
      December 31, 2007 (audited)
              
              
              2,876,000
              
              
              $
              2,876
              
              
              $
              91,281
              
              
              $
              (80,282
              )
              
              $
              13,875
  Net
      loss
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (55,945
              )
              
              $
              (55,945
              )Balance,
      December 31, 2008 (audited)
              
              
              2,876,000
              
              
              
              2,876
              
              
              
              91,281
              
              
              
              (136,227
              )
              
              
              (42,070
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (15,065
              )
              
              
              (15,065
              )Balance,
      March 31, 2009 (unaudited)
              
              
              2,876,000
              
              
              $
              2,876
              
              
              $
              91,281
              
              
              $
              (151,292
              )
              
              $
              (57,135
              )
 
  See
accompanying notes to unaudited financial statements.
 5
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
  InceptionThree
      Months Ended March 31,
              
              
              (January
      18, 2002) toMarch
      31,2009
              
              
              2008
              
              
              2009Cash
      flows from operating activitiesNet
      loss
              
              $
              (15,065
              )
              
              $
              (28,032
              )
              
              $
              (151,292
              )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activitiesCost
      of services paid for with common stock
              
              
              -
              
              
              
              -
              
              
              
              6,000Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              6,600Changes
      in operating assets and liabilitiesDecrease
      (increase) in prepaid expenses
              
              
              -
              
              
              
              2,500
              
              
              
              -Increase
      in accounts payable and accrued expenses
              
              
              9,875
              
              
              
              21,679
              
              
              
              52,933Increase
      in income taxes payable
              
              
              800
              
              
              
              800
              
              
              
              1,600Net
      cash used in operating activities
              
              
              (4,390
              )
              
              
              (3,053
              )
              
              
              (84,159
              )Cash
      flows from investing activitiesPromissory
      note receivable
              
              
              -
              
              
              
              -
              
              
              
              (25,000
              )Increase
      in interest on note receivable
              
              
              -
              
              
              
              -
              
              
              
              (625
              )Net
      cash used in investing activities
              
              
              -
              
              
              
              -
              
              
              
              (25,625
              )Cash
      flows from financing activitiesProceeds
      from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              111,550Distributions
      to shareholders
              
              
              -
              
              
              
              -
              
              
              
              (32,750
              )Capital
      contributions
              
              
              -
              
              
              
              -
              
              
              
              882Proceeds
      from notes payable, related party
              
              
              4,625
              
              
              
              -
              
              
              
              28,125Proceeds
      from convertible note payable
              
              
              -
              
              
              
              3,000
              
              
              
              3,000Net
      cash provided by financing activities
              
              
              4,625
              
              
              
              3,000
              
              
              
              110,807Net
      (decrease) increase in cash
              
              
              235
              
              
              
              (53
              )
              
              
              1,023Cash,
      beginning of period
              
              
              788
              
              
              
              216
              
              
              
              -Cash,
      end of period
              
              $
              1,023
              
              
              $
              163
              
              
              $
              1,023Supplemental
      disclosure of cash flow informationIncome
      taxes paid
              
              $
              -
              
              
              $
              -
              
              
              $
              4,000Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Conversion
      of note receivable and accruedinterest
      into common stock of long term investment
              
              $
              -
              
              
              $
              -
              
              
              $
              25,625Gain
      on conversion
              
              $
              -
              
              
              $
              -
              
              
              $
              1,875
 
  See
accompanying notes to unaudited financial statements.
 6
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2009
 (UNAUDITED)
  1.
              NATURE OF OPERATIONS
      AND BASIS OF PRESENTATION
 
 Nature of
Operations
 
 SN
Strategies Corp. (“the Company”) was incorporated under the laws of the State of
Nevada on January 18, 2002 under the original name “Klean Kast Solutions, Inc”.
On April 22, 2007, the Company filed amended and restated articles and changed
its name to “SN Strategies Corp”.
 
 SN
Strategies Corp. is an internet company that specializes in developing social
networking applications, known as widgets, which are designed to engage, provide
information and gather intelligence from users.  A widget is a type of
user interface that allows people to interact with a computer and
computer-controlled devices that employ graphical icons, visual indicators or
special graphical elements, along with text labels or text navigation to
represent the information and actions available to a user.  The
Company is headquartered in Laguna Beach, California.
 
 SN
Strategies Corp. is currently a development stage company under the provisions
of Statement of Financial Accounting Standards (SFAS) No. 7 “Accounting and Reporting by
Development Stage Enterprises”. For the three months ended March 31,
2009, the Company produced only minimal revenues and will continue to report as
a development stage company until significant revenues are
produced.
 
 Basis of
Presentation
 
 The
unaudited financial statements included herein have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X.  They do not include all information and notes required by
generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements included in the
Company’s report on Form 10-K of SN Strategies Corp. for the year ended December
31, 2008. In the opinion of management, all adjustments (including normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2009 are not
necessarily indicative of the results that may be expected for any other interim
period or the entire year. For further information, these unaudited financial
statements and the related notes should be read in conjunction with the
Company’s audited financial statements for the year ended December 31, 2008
included in the Company’s report on Form 10-K.
  Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reported periods.  Actual results could materially differ
from those estimates.
 
 Recent Accounting
Pronouncements
 
 In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly.  Based on the guidance, if an entity determines that
the level of activity for an asset or liability has significantly decreased and
that a transaction is not orderly, further analysis of transactions or quoted
prices is needed, and a significant adjustment to the transaction or quoted
prices may be necessary to estimate fair value in accordance with Statement of
Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements. This
FSP is to be applied prospectively and is effective for interim and annual
periods ending after June 15, 2009 with early adoption permitted for
periods ending after March 15, 2009. The company will adopt this FSP for
its quarter ending June 30, 2009. There is no expected impact on the
Company’s financial statements.
  In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments. The guidance applies to investments in
debt securities for which other-than-temporary impairments may be recorded. If
an entity’s management asserts that it does not have the intent to sell a debt
security and it is more likely than not that it will not have to sell the
security before recovery of its cost basis, then an entity may separate
other-than-temporary impairments into two components: 1) the amount related to
credit losses (recorded in earnings), and 2) all other amounts (recorded in
other comprehensive income). This FSP is to be applied prospectively and is
effective for interim and annual periods ending after June 15, 2009 with
early adoption permitted for periods ending after March 15, 2009. The
company will adopt this FSP for its quarter ending June 30, 2009. There is
no expected impact on the Company’s financial statements.
  In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments. The FSP amends
SFAS No. 107 Disclosures
about Fair Value of Financial Instruments to require an entity to provide
disclosures about fair value of financial instruments in interim financial
information. This FSP is to be applied prospectively and is effective for
interim and annual periods ending after June 15, 2009 with early adoption
permitted for periods ending after March 15, 2009. The company will include
the required disclosures in its quarter ending June 30, 2009.
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.
  In
April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies. This FSP requires that assets acquired and liabilities
assumed in a business combination that arise from contingencies be recognized at
fair value if fair value can be reasonably estimated. If fair value cannot be
reasonably estimated, the asset or liability would generally be recognized in
accordance with SFAS No. 5, “Accounting for Contingencies” and FASB
Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”.
Further, the FASB removed the subsequent accounting guidance for assets and
liabilities arising from contingencies from SFAS No. 141(R). The
requirements of this FSP carry forward without significant revision the guidance
on contingencies of SFAS No. 141, “Business Combinations”, which was
superseded by SFAS No. 141(R) (see previous paragraph). The FSP also
eliminates the requirement to disclose an estimate of the range of possible
outcomes of recognized contingencies at the acquisition date. For unrecognized
contingencies, the FASB requires that entities include only the disclosures
required by SFAS No. 5. This FSP was adopted effective January 1,
2009. There was no impact upon adoption, and its effects on future periods will
depend on the nature and significance of business combinations subject to this
statement.
 
 
 7
  
 2.
              GOING
      CONCERN
 
 As shown
in the accompanying financial statements, the Company has incurred a net
operating loss of $151,292 from inception (January 18, 2002) through March 31,
2009.  The Company is subject to those risks associated with
development stage companies.  The Company has sustained losses since
inception and additional debt or equity financing may be required by the Company
to fund its development activities and to support
operations.  However, there is no assurance that the Company will be
able to obtain additional financing.  Furthermore, there is no
assurance that rapid technological changes, changing customer needs and evolving
industry standards will enable the Company to introduce new products on a
continual and timely basis so that profitable operations can be
attained.
 
 3.
              FAIR VALUE OF
      FINANCIAL INSTRUMENTS
 
 Fair Value
Measurements
  On
January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value
Measurements.  SFAS 157 relates to financial assets and
financial liabilities. In February 2008, the FASB issued FASB Staff Position
(FSP) No. FAS 157-2, Effective
Date of FASB Statement No. 157, which delayed the effective date of
SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on at
least an annual basis, until January 1, 2009 for calendar year-end
entities.
  SFAS 157
defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited
exceptions.
  SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at
the measurement date. This standard is now the single source in GAAP for the
definition of fair value, except for the fair value of leased property as
defined in SFAS 13. SFAS 157 establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and
(2) an entity’s own assumptions, about market participant assumptions, that
are developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,
which gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy
under SFAS 157 are described below:
 
  •
              
              Level
      1 - Unadjusted quoted prices in active markets that are accessible at the
      measurement date for identical, unrestricted assets or
      liabilities.
  •
              
              Level
      2 - Inputs other than quoted prices included within Level 1 that are
      observable for the asset or liability, either directly or indirectly,
      including quoted prices for similar assets or liabilities in active
      markets; quoted prices for identical or similar assets or liabilities in
      markets that are not active; inputs other than quoted prices that are
      observable for the asset or liability (e.g., interest rates); and inputs
      that are derived principally from or corroborated by observable market
      data by correlation or other means.
  •
              
              Level
      3 - Inputs that are both significant to the fair value measurement and
      unobservable. These inputs rely on management's own assumptions about the
      assumptions that market participants would use in pricing the asset or
      liability.
 
 (The
unobservable inputs are developed based on the best information available in the
circumstances and may include the Company's own data.)
 
 The
following table presents the Company's fair value hierarchy for those assets and
liabilities measured at fair value on a recurring basis as of March 31, 2009 and
December 31, 2008:
 
 March 31,
      2009
              
              
              
              December 31,
      2008Level
              
              Fair
      Value
              
              
              Carrying
      Amount
              
              
              Fair
      Value
              
              Carrying
      AmountAssetsCash
              2
              
              $
              1,023
              
              
              $
              1,023
              
              
              $
              788
              
              $
              788Investment
              3
              
              
              27,500
              
              
              
              27,500
              
              
              
              27,500
              
              
              27,500LiabilitiesAccounts
      payable and accrued expenses
              3
              
              
              54,533
              
              
              
              54,533
              
              
              
              43,858
              
              
              43,858Convertible
      note
              2
              
              
              3,000
              
              
              
              3,000
              
              
              
              3,000
              
              
              3,000Related
      party notes
              3
              
              
              28,125
              
              
              
              28,125
              
              
              
              23,500
              
              
              23,500
   
 8
  3.
              FAIR VALUE OF FINANCIAL
      INSTRUMENTS(Continued)
 
 Fair Value
Option
  On
January 1, 2008, the Company adopted SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities.  SFAS 159 provides a fair
value option election that allows entities to irrevocably elect fair value as
the initial and subsequent measurement attribute for certain financial assets
and liabilities. Changes in fair value are recognized in earnings as they occur
for those assets and liabilities for which the election is made. The election is
made on an instrument by instrument basis at initial recognition of an asset or
liability or upon an event that gives rise to a new basis of accounting for that
instrument. The adoption of SFAS 159 did not have a material impact on the
Company’s financial statements as the Company did not elect the fair value
option for any of its financial assets or liabilities.
 
 4.         CONVERTIBLE NOTE
PAYABLE
 
 On
January 4, 2008, the Company entered into a convertible promissory note
agreement to obtain a loan for $3,000. Under the terms of the promissory note
agreement, the principal and any unpaid accrued interest must be repaid by
January 4, 2010.  The note shall accrue interest at the rate of 10%
per annum. The note holder and the Company shall have the right from and after
March 4, 2008, and until the maturity date, to convert all or any portion of the
outstanding principal balance and any unpaid accrued interest into shares of the
Company’s common stock on the basis of $0.10 per share. The note may be prepaid
at any time, at the option of the Company, in whole or in part without
penalty.  Interest expense was $77 and $73 for the three months ended
March 31, 2009 and 2008, respectively.
 
 5.         NOTES PAYABLE, RELATED
PARTY
 
 On April
15, 2008, the Company entered into a promissory note agreement to obtain a loan
for $13,000 with a major shareholder. Under the terms of the promissory note
agreement, the principal and any unpaid accrued interest is due and payable on
demand.  The note accrues interest at the rate of 10% per
annum.  The note may be prepaid at any time, at the option of the
Company, in whole or in part without penalty.  At March 31, 2009, the
principal balance is $13,000 and accrued interest is $1,264. Interest expense
was $325 and $0 for the three months ended March 31, 2009 and 2008,
respectively.
  On July
29, 2008, the Company entered into a promissory note agreement to obtain a loan
for $4,500 with a major shareholder. Under the terms of the promissory note
agreement, the principal and any unpaid accrued interest is due and payable on
demand.  The note accrues interest at the rate of 10% per
annum.  The note may be prepaid at any time, at the option of the
Company, in whole or in part without penalty.  At March 31, 2009, the
principal balance is $4,500 and accrued interest is $306. Interest expense was
$113 and $0 for the three months ended March 31, 2009 and 2008,
respectively.
 
 On
September 29, 2008, the Company entered into a promissory note agreement to
obtain a loan for $6,000 with a major shareholder. Under the terms of the
promissory note agreement, the principal and any unpaid accrued interest is due
and payable on demand.  The note accrues interest at the rate of 10%
per annum.  The note may be prepaid at any time, at the option of the
Company, in whole or in part without penalty.  At March 31, 2009, the
principal balance is $6,000 and accrued interest is $305. Interest expense was
$150 and $0 for the three months ended March 31, 2009 and 2008,
respectively.
 
 On
January 16, 2009, the Company entered into a promissory note agreement to obtain
a loan for $4,625 with a major shareholder. Under the terms of the promissory
note agreement, the principal and any unpaid accrued interest is due and payable
on demand.  The note accrues interest at the rate of 10% per
annum.  The note may be prepaid at any time, at the option of the
Company, in whole or in part without penalty.  At March 31, 2009, the
principal balance is $4,625 and accrued interest is $95. Interest expense was
$95 and $0 for the three months ended March 31, 2009 and 2008,
respectively.
 
 6.         COMMON
STOCK
 
 On May
18, 2007, the Company performed a private placement and issued 437,500 shares of
common stock at $0.08 per share for an aggregate total of $35,000.
 
 On May
31, 2007, the Company performed a private placement and issued 218,750 shares of
common stock at $0.08 per share for an aggregate total of $17,500.
 
 On June
7, 2007, the Company performed a private placement and issued 268,750 shares of
common stock at $0.08 per share for an aggregate total of $21,500.
 
 In July
2007, the Company submitted its Registration Statement on Form SB-2 for the
registration of 1,025,000 shares of its outstanding common stock.  On
August 6, 2007, the Company’s registration statement was declared effective by
the Securities and Exchange Commission.
 
 
 9
 
 7.         PROVISION FOR INCOME
TAXES
 
 As of
March 31, 2009, the Company has recognized the minimum amount of franchise tax
required under California corporation law of $800.  The Company is not
currently subject to further federal or state tax since it has incurred losses
since its inception.
 
 As of
March 31, 2009, the Company had federal and state net operating loss
carryforwards of approximately $146,000 which can be used to offset future
federal income tax.  The federal and state net operating loss
carryforwards expire at various dates through 2029.  Deferred tax
assets resulting from the net operating losses are reduced by a valuation
allowance, when, in the opinion of management, utilization is not reasonably
assured.
 
 As of
March 31, 2009, the Company had the following deferred tax assets related to net
operating losses.  A 100% valuation allowance has been established; as
management believes it is more likely than not that the deferred tax assets will
not be realized:
 
 
 Federal
      net operating loss (at 25%)
              
              $
              36,500State
      net operating loss (at 8.84%)
              
              
              12,90049,400Less:
      valuation allowance
              
              
              (49,400
              )$
              -
 
 The
Company’s valuation allowance increased by approximately $4,700 during the three
months ended March 31, 2009.
 
 8.         RELATED PARTY
TRANSACTIONS
 
 From
October 1, 2007, through March 31, 2009, the Company utilized office space of an
officer and stockholder of the Company in exchange for $1,000 per
month.  Rent expense related to the arrangement totaled $3,000 and
$3,000 for the three months ended March 31, 2009 and 2008,
respectively.
 
 9.           DISCONTINUED
OPERATIONS
 
 In 2007,
the Company abandoned its waterproof and protective cast cover
business.  A loss on operations for this business has been
reclassified and presented as a single line item in the statements of
operations.
 
 
 
  10






Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation





This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.





The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.





Critical Accounting Policies and
Estimates.Our Management’s Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.





These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Quarterly
Report on Form 10-Q for the three months ended March 31, 2009.





Liquidity and Capital Resources.We had cash of $1,023 as of March 31, 2009, which equals our total
current assets as of that date. Our total assets of $28,523 as of March 31,
2009, included our current assets of $1,023, and other assets which are
comprised of an investment of $27,500. That investment is represented by the
201,343 shares of common stock that we now own of Adisn, Inc.





From May
to June 2007, we raised $74,000 in a private placement in exchange for 925,000
shares of our common stock. We used a significant portion of those proceeds for
the loan to Fliva, Inc. Specifically, we entered into a convertible promissory
note and warrant agreement with Fliva, Inc. pursuant to which we loaned $25,000
to Fliva, Inc. in exchange for the right to convert those funds into shares of
common stock of Fliva, Inc. and the right to purchase additional shares of
common stock of Fliva, Inc. On November 8, 2007, we converted the note
receivable balance of $25,000 into 625,000 shares of Fliva’s common stock at the
conversion rate of $0.04 per share.  In addition, as consideration for
converting the note receivable, the warrants were exercised in exchange for
accrued interest of $625 resulting in us receiving an additional 62,500 shares
of Fliva’s common stock.  On November 12, 2007, Fliva, Inc. was
acquired by Magic Cow, Inc. pursuant to a Share Exchange Agreement, which
resulted in our 687,500 shares of common stock of Fliva, Inc. being exchanged
for 201,343 shares of common stock of Magic Cow, Inc.  We believe that
the relationship with Fliva and Magic Cow, Inc. will assist us in the
development of our products because the management and development teams are
very experienced in the internet industry. Magic Cow, Inc. changed its name to
Adisn, Inc. in March 2008.





On January 4, 2008, we entered into a
convertible promissory note for $3,000 with one of our minority shareholders.
The note bears interest of 10% and has a maturity date of January 1, 2009. The
conversion price is $0.10 per share. On April 15, 2008, we entered into a
promissory note agreement to obtain a loan for $13,000 from one of our principal
shareholders. On July 9, 2008, we entered into a promissory note agreement to
obtain a loan for $4,500 from the same principal shareholder. On September 29,
2008, we entered into a promissory note agreement to obtain a loan for $6,000
with the same principal shareholder. On January 16, 2009, we entered into a
promissory note agreement to obtain a loan for $4,625 with the same principal
shareholder.  Under the terms of those promissory note agreements, the
principal and any unpaid accrued interest shall be due and payable on
demand.  The notes accrue interest at the rate of 10% per
annum.  We used those funds for working capital.





Our
current liabilities were $85,658 as of March 31, 2009, which was represented by
accounts payable of $52,933, income taxes payable of $1,600, $3,000 represented
by a convertible note payable and $28,125 of note payable to the related
party.  We had no other liabilities and no long term commitments or
contingencies as of March 31, 2009.





During
2009, we expect to incur significant accounting costs associated with the audit
and review of our financial statements. We expect that the legal and accounting
costs of being a public company will continue to impact our liquidity and we
will need to obtain funds to pay those expenses. Other than the anticipated
increases in legal and accounting costs due to the reporting requirements of
being a reporting company, we are not aware of any other known trends, events or
uncertainties, which may affect our future liquidity. We had no long term
liabilities, commitments or contingencies.





In July
2007, we filed a Registration Statement on Form SB-2 for the registration of
1,025,000 shares of our issued and outstanding common stock.  On
August 6, 2007, our registration statement was declared effective by the
Securities and Exchange Commission.  The purpose of the SB-2 was to
register shares of common stock held by our existing shareholders.




11


Results
of Operations.





For the three months ended
March 31, 2009 as compared to the three months ended March 31,
2008.





Revenues. We had revenues of
$5,419 for the three months ended March 31, 2009, as compared to revenues of
$2,962 for the three months ended March 31, 2008.  Those revenues are
related to services that we provide to a sales and marketing company and
increased for the current period as compared to the year-ago period because we
provided more services. We hope to generate more significant revenues as
continue operations and implement our business plan.





Operating Expenses.For the
three months ended March 31, 2009, our total operating expenses were $18,924, as
compared to $30,121 of total operating expenses for the three months ended March
31, 2008. For the three months ended March 31, 2009, we had legal and
professional expenses of $12,740, dues and fees of $18, rent of $3,000 and
general and administrative expenses of $3,166. In comparison, for the three
months ended March 31, 2008, we had legal and professional expenses of $21,728,
dues and fees expenses of $3,932, rent expenses of $3,000 and general and
administrative expenses of $1,461. A significant portion of our total operating
expenses is legal and professional fees, which is attributed to the legal
expenses and accounting expenses related to the audit and review of our
financial statements and other expenses related to being a public company. These
expenses decreased as compared to the prior year-ago period since last year we
were preparing to file our registration statement. We expect that we will
continue to incur significant legal and accounting expenses related to being a
public company.





Other Income.For
the three months ended March 31, 2009, we also had other expense of $760, which
was interest from the promissory notes with one of our minority shareholders and
the notes payable to our major shareholder. We had other expense of $73 for the
three months ended March 31, 2008.





Net Income or
Loss.For the three months ended March 31, 2009, our net loss
was $15,065.  This is in comparison to the three months ended March
31, 2008, where our net loss was $28,032. The decrease in our net loss for three
months ended March 31, 2009, was due to the fact that we generated somewhat
increased revenues during the period as compared to revenues during the three
months March 31, 2008, and had decreased operating expenses. However, we expect
to continue to incur net losses for the foreseeable future and until we generate
more significant revenues.




Our Plan of Operation for the Next
Twelve Months.   Over the past several months, part of our
growth strategy has been to seek acquisitions of other companies or businesses
that are operating in a similar space. On December 31, 2008, we signed a term
sheet pursuant to which we to agreed to enter into a definitive merger agreement
with Visual Network Design Inc. (“VND”). Under the proposed terms, VND would
merge with us, or a wholly owned subsidiary to be formed, whereby, upon
effectiveness of the merger, the stockholders of VND would hold approximately
92% of our outstanding shares of capital stock and our current
stockholders would own approximately 8% of our outstanding shares of
capital stock. The term sheet provides, among other things, that the definitive
merger agreement would be signed within 20 days of the execution of the term
sheet. We and VND agreed that, during such 20-day period, each would deal
exclusively with the other with respect to any merger, sale or acquisition
involving either party and would not solicit or entertain offers or inquiries
from other persons or entities or provide information to, or participate in, any
discussions or negotiations with any persons or entities with respect to any
proposed transaction.  The definitive agreements are to include
customary closing conditions satisfactory to the parties and their respective
counsel, including the following:  (i) consummation of all required
definitive instruments and agreements; (ii) obtaining all necessary board,
stockholder and third party consents; and (iii) satisfactory completion by the
parties of all necessary technical and legal due diligence.




The
proposed merger is still pending and we have not entered into any definitive
merger agreement with VND. The material terms of the definitive agreements are
yet to be fully negotiated and drafted. We cannot guaranty that we will enter
into a definitive merger agreement or that the merger transaction with VND will
be completed. If we do not complete the merger transaction discussed herein, we
will look for another merger or acquisition target. During the next thirty days,
our primary objective is to complete the proposed merger with VND. However, we
also intend to continue our current business until such time as a merger is
completed.




To
effectuate our current business plan and continue operations during the next
twelve months, we need to raise additional funds. During the next three to six
months, our primary objective is to begin several blogs which provide commentary
on the dining and entertainment in various cities and geographic areas. We
believe that we will need to spend approximately $10,000 to start blogs in
several cities and geographic areas. Part of our business strategy is to pay
bloggers with shares of our common stock and/or stock options pursuant to a
stock option plan. Therefore, we believe that our ability to entice potential
new bloggers to work for us is greatly enhanced now that our common stock is
eligible for quotation on the OTC Bulletin Board. We believe that we will access
to developers who can help us develop our widgets and blogs.  We also
intend to look for opportunities to work with other companies that will assist
us in our development.




During
the next six to twelve months, we need to build our user base, monetize our user
base and begin generating revenues. In addition, in order to market and promote
our services, we will need to raise significant capital. Our failure to market
and promote our services will hinder our ability to increase the size of our
operations and generate revenues. If we are not able to generate additional
revenues that cover our estimated operating costs, our business may ultimately
fail.




We have
cash of $1,023 as of March 31, 2009. In the opinion of management, available
funds will not satisfy our working capital requirements for the next twelve
months. Our forecast for the period for which our financial resources will be
adequate to support our operations involves risks and uncertainties and actual
results could fail as a result of a number of factors.  We intend to
pursue capital through public or private financing as well as borrowings and
other sources, such as our officers, director and principal shareholders. We
cannot guaranty that additional funding will be available on favorable terms, if
at all. If adequate funds are not available, we hope that our officers, director
and principal shareholders will contribute funds to pay for our expenses to
achieve our objectives over the next twelve months.




We are
not currently conducting any research and development activities. We do not
anticipate that we will purchase or sell any significant equipment. In the event
that we generate significant revenues and expand our operations, then we may
need to hire additional employees or independent contractors as well as purchase
or lease additional equipment.




Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company.





12




Off-Balance Sheet Arrangements.We have no off-balance sheet arrangements.





Item 3. Quantitative and
Qualitative Disclosures about Market Risk




Not
applicable.




Item 4. Controls and
Procedures





Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of March 31, 2009, the date of this report,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were effective.





Changes in internal controls.There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





PART
II — OTHER INFORMATION





Item 1. Legal
Proceedings.





None.





Item 1A. Risk
Factors.





Not
applicable.





Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.





None.





Item 3.  Defaults
Upon Senior Securities





None.





Item
4.  Submission of Matters to Vote of Security
Holders





None.





Item 5.  Other
Information





None.





Item
6.  Exhibits





31.           Rule
13a-14(a)/15d-14(a) Certifications.


32.           Section
1350 Certifications.




13


SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.








SN
      Strategies Corp.,a
      Nevada corporationMay
      15, 2009
            By:
            /s/
      Michael HawksMichael
      HawksIts:
            Principal
      executive officerPrincipal
      accounting officerPresident,
      CEO, Secretary and a director




14