UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              For
      the quarterly period ended September 30,
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).
              xYes  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 November 13, 2009, there were
4,500,012 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
 
 September
      30, 2009 (Unaudited)
              
              
              December
      31, 2008Current
      assetsCash
              
              $
              18
              
              
              $
              788Total
      current assets
              
              
              18
              
              
              
              788Other
      assetsInvestment
              
              
              27,500
              
              
              
              27,500Total
      assets
              
              $
              27,518
              
              
              $
              28,288
 
 LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
 Current
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              55,761
              
              
              $
              43,058Income
      taxes payable
              
              
              800
              
              
              
              800Convertible
      note payable
              
              
              -
              
              
              
              3,000Note
      payable, related party
              
              
              1,250
              
              
              
              23,500Total
      current liabilities
              
              
              57,811
              
              
              
              70,358Stockholders’
      equity (deficit)Preferred
      stock, $.001 par value; 5,000,000 shares authorized, 0 shares issued and
      outstanding
              
              
              -
              
              
              
              -Common
      stock, $.001 par value; 65,849,200 shares authorized, 4,500,000 and
      3,787,646 shares issued and outstanding at September 30, 2009 and December
      31, 2008, respectively
              
              
              4,500
              
              
              
              3,788Additional
      paid-in capital
              
              
              132,929
              
              
              
              90,369Deficit
      accumulated during the development stage
              
              
              (167,722
              )
              
              
              (136,227
              )Total
      stockholders’ equity (deficit)
              
              
              (30,293
              )
              
              
              (42,070
              )Total
      liabilities and stockholders’ equity (deficit)
              
              $
              27,518
              
              
              $
              28,288
 
 
  See
accompanying notes to unaudited financial statements.
 2
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
  Three
      Months Ended September 30,
              
              
              Nine
      Months Ended September 30,
              
              
              Inception
      (January 18, 2002) toSeptember
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008
              
              
              2009Net
      revenue
              
              $
              7,235
              
              
              $
              8,150
              
              
              $
              20,500
              
              
              $
              16,911
              
              
              $
              48,368Operating
      expensesLegal
      and professional
              
              
              6,864
              
              
              
              7,343
              
              
              
              25,664
              
              
              
              34,571
              
              
              
              114,049Dues
      and fees
              
              
              2,628
              
              
              
              2,092
              
              
              
              2,646
              
              
              
              9,254
              
              
              
              21,545Rent
              
              
              3,000
              
              
              
              3,000
              
              
              
              8,000
              
              
              
              9,000
              
              
              
              23,900General
      and administrative
              
              
              5,836
              
              
              
              4,537
              
              
              
              13,295
              
              
              
              8,654
              
              
              
              30,241Total
      operating expenses
              
              
              18,328
              
              
              
              16,972
              
              
              
              49,605
              
              
              
              61,479
              
              
              
              189,735Other
      income (expense)Interest
      income (expense), net
              
              
              (32
              )
              
              
              (489
              )
              
              
              (1,590
              )
              
              
              (913
              )
              
              
              (2,555
              )Loss
      from continuing operations before income taxes
              
              
              (11,125
              )
              
              
              (9,311
              )
              
              
              (30,695
              )
              
              
              (45,481
              )
              
              
              (143,922
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              800
              
              
              
              800
              
              
              
              2,400Loss
      from continuing operations
              
              
              (11,125
              )
              
              
              (9,311
              )
              
              
              (31,495
              )
              
              
              (46,281
              )
              
              
              (146,322
              )Discontinued
      operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (21,400
              )Net
      loss
              
              $
              (11,125
              )
              
              $
              (9,311
              )
              
              $
              (31,495
              )
              
              $
              (46,281
              )
              
              $
              (167,722
              )Net
      loss per common share from continuing operations – basic and
      diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.05
              )Net
      loss per common share from discontinued operations – basic and
      diluted
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (0.01
              )Weighted
      average of common shares – basic and diluted
              
              
              4,500,000
              
              
              
              3,787,646
              
              
              
              4,027,707
              
              
              
              3,787,646
              
              
              
              2,859,157
  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 SEPTEMBER 30,
2009
 (UNAUDITED)
  DeficitCommon
      Stock
              
              
              
              
              
              AccumulatedNumber
      of Shares
              
              
              Amount
              
              
              Additional
      Paid-In
                Capital
              
              
              During
      Development Stage
              
              Total
      Stockholders’ Equity (Deficit)Balance,
      January 18, 2002
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Issuance
      of founder shares for services, January 30, 2002
              
              
              1,580,381
              
              
              
              1,580
              
              
              
              4,420
              
              
              
              -
              
              
              
              6,000Issuance
      of common stock, November 1, 2002
              
              
              989,055
              
              
              
              989
              
              
              
              36,561
              
              
              
              -
              
              
              
              37,550Additional
      paid-in capital in exchange for facilities provided by related
      party
              
              
              -
              
              
              
              -
              
              
              
              900
              
              
              
              -
              
              
              
              900Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (8,889
              )
              
              
              (8,889
              )Balance,
      December 31, 2002
              
              
              2,569,436
              
              
              
              2,569
              
              
              
              41,881
              
              
              
              (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 SEPTEMBER 30,
2009
 (UNAUDITED)
  
 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
              
              
              2,569,436
              
              2,569
              
              
              10,331
              
              (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
              
              
              2,569,436
              
              2,569
              
              
              12,363
              
              (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)Balance,
      December 31, 2005
              
              
              2,569,436
              
              2,569
              
              
              13,613
              
              (18,491)
              (2,309)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
              
              
              2,569,436
              
              2,569
              
              
              14,813
              
              (21,400)
              (4,018)Issuance
      of common stock, May 18, 2007
              
              
              576,181
              
              576
              
              
              34,424
              
              -
              35,000Issuance
      of common stock, May 31, 2007
              
              
              288,090
              
              288
              
              
              17,212
              
              -
              17,500Issuance
      of common stock, June 7, 2007
              
              
              353,939
              
              354
              
              
              21,146
              
              -
              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)
 
 See
accompanying notes to unaudited financial statements.
 5
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
 FOR
THE PERIOD FROM INCEPTION (JANUARY 18, 2002) THROUGH SEPTEMBER 30,
2009
 (UNAUDITED)
 
 Common
      Stock
              
              
              
              
              
              DeficitNumber
      of Shares
              
              
              Amount
              
              
              Additional
                Paid-In
                Capital
              
              
              Accumulated
                During
      Development Stage
              
              Total
      Stockholders’ Equity (Deficit)Balance,
      December 31, 2007
              
              
              3,787,646
              
              
              
              3,788
              
              
              
              90,369
              
              
              
              (80,282
              )
              
              
              13,875Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (55,945
              )
              
              
              (55,945
              )Balance,
      December 31, 2008
              
              
              3,787,646
              
              
              
              3,788
              
              
              
              90,369
              
              
              
              (136,227
              )
              
              
              (42,070
              )Conversion
      of debt, June 19, 2009
              
              
              712,354
              
              
              
              712
              
              
              
              42,560
              
              
              
              
              
              
              
              43,272Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (31,495
              )
              
              
              (31,495
              )Balance,
      September 30, 2009
              
              
              4,500,000
              
              
              $
              4,500
              
              
              $
              132,929
              
              
              $
              (167,722
              )
              
              $
              (30,293
              )
 
  See
accompanying notes to unaudited financial statements.
 6
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
  InceptionNine
      Months Ended September 30,
              
              
              (January
      18, 2002) toSeptember
      30,2009
              
              
              2008
              
              
              2009Cash
      flows from operating activitiesNet
      loss
              
              $
              (31,495
              )
              
              $
              (46,281
              )
              
              $
              (167,722
              )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
              
              
              -
              
              
              
              6,250
              
              
              
              -Increase
      in accounts payable and accrued expenses
              
              
              15,850
              
              
              
              14,917
              
              
              
              58,108Increase
      in income taxes payable
              
              
              -
              
              
              
              800
              
              
              
              1,600Net
      cash used in operating activities
              
              
              (15,645
              )
              
              
              (24,314
              )
              
              
              (95,414
              )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 note payable, related party
              
              
              14,875
              
              
              
              23,500
              
              
              
              38,375Proceeds
      from convertible note payable
              
              
              -
              
              
              
              3,000
              
              
              
              3,000Net
      cash provided by financing activities
              
              
              14,875
              
              
              
              26,500
              
              
              
              121,057Net
      (decrease) increase in cash
              
              
              (770
              )
              
              
              2,186
              
              
              
              18Cash,
      beginning of period
              
              
              788
              
              
              
              216
              
              
              
              -Cash,
      end of period
              
              $
              18
              
              
              $
              2,402
              
              
              $
              18Supplemental
      disclosure of cash flow informationIncome
      taxes paid
              
              $
              800
              
              
              $
              -
              
              
              $
              4,800Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Conversion
      of note payables and accruedinterest
      into common stock
              
              $
              43,272
              
              
              $
              -
              
              
              $
              43,272Conversion
      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.
 7
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 SEPTEMBER
30, 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 ASC 915, “Development Stage
Entities”. For the nine months ended September 30, 2009, the Company
produced only minimal revenues and will continue to report as a development
stage company until significant revenues are produced.
 
 The
Company has evaluated subsequent events through November 12, 2009, the date
these financial statements were issued.
 
 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 Item 210 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 and nine months ended September 30,
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 June
2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No.
105, the FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles (ASC 105).  ASC 105 will become the single source
authoritative nongovernmental U.S. generally accepted accounting principles
(GAAP), superseding existing FASB, American Institute of Certified Public
Accountants, Emerging Issues Task Force, and related accounting
literature.  ASC 105 reorganized the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure.  Also included is relevant SEC guidance organized using the
same topical structure in separate sections.  The Company adopted ASC
105 on July 1, 2009.  The adoption of ASC 105 did not have an impact
on the Company’s financial position or results of operations.
 
 On
April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments – Overall –
Transition and Open Effective Date Information (ASC 825-10-65). ASC
825-10-65 amends ASC 825-10 to require disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements and also amends ASC 270-10 to require those disclosures in all
interim financial statements. The adoption of ASC 825-10-65 did not have a
material impact on the Company’s results of operations or financial
condition.
 
 On
April 1, 2009, the Company adopted ASC 855, Subsequent Events(ASC 855).
ASC 855 establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and the basis for
that date – that is, whether that date represents the date the financial
statements were issued or were available to be issued. This disclosure
should alert all users of financial statements that an entity has not evaluated
subsequent events after that date in the set of financial statements being
presented. The adoption of ASC 855 did not have a material impact on the
Company’s results of operations or financial condition.
 
  8
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009
 (UNAUDITED)
  1.           NATURE OF
OPERATIONS AND BASIS OF PRESENTATION(Continued)
 
 Recent
Accounting Pronouncements (continued)
 
 On
July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided amendments to
ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a
material impact on the Company’s results of operations or financial
condition.
 
 In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU
2009-13).  ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method.  ASU 2009-13 should be applied on a prospective
basis for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption permitted.
The Company does not expect adoption of ASU 2009-13 to have a material impact on
the Company’s results of operations or financial condition.
 
 2.           GOING
CONCERN
 
 As shown
in the accompanying financial statements, the Company has incurred a net
operating loss of $167,722 from inception (January 18, 2002) through September
30, 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
      MEASUREMENTS
 
 Determination
of Fair Value
  At
September 30, 2009, the Company calculated the fair value of its assets and
liabilities for disclosure purposes only.
  Valuation
Hierarchy
  ASC 820
establishes a three-level valuation hierarchy for the use of fair value
measurements based upon the transparency of inputs to the valuation of an asset
or liability as of the measurement date:
 
  
 •
              
              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 September 30, 2009 and December 31,
2008:
   
 September 30, 2009
              
              December 31, 2008Level
              
              Fair
      Value
              
              Carrying
      Amount
              
              Fair
      Value
              Carrying
      AmountAssetsCash
              1
              
              $
              18
              
              $18
              
              $788
              
              $
              788Investment
              3
              
              
              27,500
              
              27,500
              
              27,500
              
              
              27,500LiabilitiesAccounts
      payable and accrued expenses
              3
              
              
              55,761
              
              55,761
              
              43,858
              
              
              43,858Convertible
      note
              2
              
              
              -
              
              -
              
              3,000
              
              
              3,000Related
      party notes
              3
              
              
              1,250
              
              1,250
              
              23,500
              
              
              23,500
 
 
 9
 
 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 accrued interest at the rate of 10% per
annum. The note holder and the Company had 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. At September 30, 2009,
the principal balance is $0 and accrued interest is $0. Interest expense was
$144 and $226 for the nine months ended September 30, 2009 and 2008,
respectively. On June 18, 2009, the note was amended to reflect a conversion
price of $0.08 per share.  On June 19, 2009 the holder converted
$3,000 of principal and $447 of accrued interest into 56,740 shares of the
Company’s common stock.
 
 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 September 30, 2009,
the principal balance is $0 and accrued interest is $0. Interest expense was
$614 and $607 for the nine months ended September 30, 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 June 30, 2009, the
principal balance is $0 and accrued interest is $0. Interest expense was $213
and $0 for the six months ended June 30, 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 September 30, 2009,
the principal balance is $0 and accrued interest is $0. Interest expense was
$283 and $1 for the nine months ended September 30, 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 September 30, 2009,
the principal balance is $0 and accrued interest is $0. Interest expense was
$198 and $0 for the nine months ended September 30, 2009 and 2008,
respectively.
 
 On May 8,
2009, the Company entered into a promissory note agreement to obtain a loan for
$9,000 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 September 30, 2009,
the principal balance is $0 and accrued interest is $0. Interest expense was
$105 and $0 for the nine months ended September 30, 2009 and 2008,
respectively.
 
 On June
19, 2009, the holder of the above five notes converted $37,125 of principal and
$2,700 of accrued interest into 655,614 shares of the Company’s common
stock.
 
 On June
26, 2009, the Company entered into a promissory note agreement to obtain a loan
for $1,250 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 September 30, 2009,
the principal balance is $1,250 and accrued interest is $33. Interest expense
was $33 and $0 for the nine months ended September 30, 2009 and 2008,
respectively.
 
 6.           STOCKHOLDER’S
EQUITY
 
 The
Company is authorized to issue up to 65,849,000 shares of $0.001 par value
common stock and 5,000,000 shares of $0.001 par value preferred
stock.  Each share of common stock shall entitle the holder to one
vote, in person or by proxy, on any matter on which action of the stockholders
of this corporation is sought.  The holders of shares of preferred
stock shall have no right to vote such shares, with certain exceptions as
determined by the Board of Directors of this corporation or as otherwise
provided by the Nevada General Corporation Law, as amended from time to
time.
 
 
  10
 SN
STRATEGIES CORP.
 (A
Development Stage Company)
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009
 (UNAUDITED)
  6.             STOCKHOLDER’S EQUITY
(continued)
 
 In
January 2002, the Company issued 1,580,381 shares of its common stock to its
founders in exchange for reimbursement of organizational costs and related
expenses.  The value of such costs and related expenses totaled
$6,000.
 
 In
November 2002, the Company performed a private placement and issued 989,055
shares of common stock at $0.038 per share for an aggregate total of
$37,550.
 
 On April
22, 2007, the Company effected a one for five (1:5) reverse stock split whereby
each share of the Company’s common stock outstanding was converted into 0.20 of
a share of the Company’s common stock.  Accordingly, the outstanding
common stock and per share amounts have been retroactively stated to reflect the
stock split within the Company’s financial statements, pursuant to SEC Staff
Accounting Bulletin, Topic 4C.
 On May
18, 2007, the Company performed a private placement and issued 576,181 shares of
common stock at $0.06 per share for an aggregate total of $35,000.
 
 On May
31, 2007, the Company performed a private placement and issued 288,090 shares of
common stock at $0.06 per share for an aggregate total of $17,500.
 
 On June
7, 2007, the Company performed a private placement and issued 353,939 shares of
common stock at $0.06 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.
 
 On June
19, 2009, the Company issued 712,354 shares of its common stock in payment of
$43,272 of principal and interest owed to certain note holders.
 
 On July
9, 2009, the Company effected a one for 1.316984 forward stock split whereby
each share of the Company’s common stock outstanding was converted into 1.316984
shares of the Company’s common stock.  Accordingly, the outstanding
common stock and per share amounts have been retroactively stated to reflect the
stock split within the Company’s financial statements, pursuant to SEC Staff
Accounting Bulletin, Topic 4C.
  7.           PROVISION FOR INCOME
TAXES
 
 As of
September 30, 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
September 30, 2009, the Company had federal and state net operating loss
carryforwards of approximately $166,000 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
September 30, 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%)
              
              $
              42,000State
      net operating loss (at 8.84%)
              
              
              14,00056,000Less:
      valuation allowance
              
              
              (56,000
              )$
              -
 
 The
Company’s valuation allowance increased by approximately $11,300 during the nine
months ended September 30, 2009.
 
 8.           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.
 
  11


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 nine months ended September 30, 2009.





Liquidity and Capital Resources.We had cash of $18 as of September 30, 2009, which equals our total
current assets as of that date. Our total assets of $27,500s of September 30,
2009, included our current assets of $18, and other assets which are comprised
of an investment of $27,518. That investment is represented by the 201,343
shares of common stock that we now own of Adisn, Inc.





Over the
last two years, we have entered into several convertible promissory notes with
one of our principal shareholders. We used those funds for working capital. On
September 19, 2009, the holders of certain promissory notes (“Notes”)
surrendered the Notes and converted all unpaid principal and unpaid accrued
interest due under the Notes into shares of our $.001 par value common stock as
provided in the Notes. As of June19, 2009, the total unpaid principal and unpaid
accrued interest due under the Notes was approximately $43,272, which the
holders of the Notes converted into 540,898 shares of common stock at a
conversion price of $0.08 per share.  The Registrant issued the shares
to the holders of the Notes in a transaction which the Registrant believes
satisfies the conditions for the exemption from registration and prospectus
delivery requirements of the Securities Act of 1933 (“Act”), which exemption is
specified by the provisions of Section 4(2) of that Act.





On June
26, 2009, we entered into a promissory note agreement to obtain a loan for
$1,250 with a principal 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 our option, in whole
or in part without penalty.  At September 30, 2009, the principal
balance is $1,250 and accrued interest is $33. Interest expense was $33 and $0
for the nine months ended September 30, 2009 and 2008, respectively. We used
those funds for working capital.





Our
current liabilities were $57,811 as of September 30, 2009, which was represented
by accounts payable of $55,761, income taxes payable of $800 and $1,250 of note
payable to a related party.  We had no other liabilities and no long
term commitments or contingencies as of September 30, 2009.





During
2009, we expect to incur significant accounting costs associated with the audit
and review of our financial statements as well as significant professional fees
related to our potential merger with Visual Network Design Inc. We also 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 and the potential merger
with Visual Network Design Inc., we are not aware of any other known trends,
events or uncertainties, which may affect our future liquidity.





On July
9, 2009, we effected a 1.316984 for one forward stock split whereby each share
of our common stock outstanding was converted into 1.316984 shares of our common
stock.





12





Results
of Operations.





For the three months ended
September 30, 2009 as compared to the three months ended September 30,
2008.





Revenues. We had revenues of
$7,235 for the three months ended September 30, 2009, as compared to revenues of
$8,150 for the three months ended September 30, 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 September 30, 2009, our total operating expenses were
$18,328, as compared to $16,972 of total operating expenses for the three months
ended September 30, 2008. For the three months ended September 30, 2009, we had
legal and professional expenses of $6,864, dues and fees of $2,628, rent of
$3,000 and general and administrative expenses of $5,836. In comparison, for the
three months ended September 30, 2008, we had legal and professional expenses of
$7,343, dues and fees expenses of $2,092, rent expenses of $3,000 and general
and administrative expenses of $4,537. 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. We
expect that we will continue to incur significant legal and accounting expenses
related to being a public company.





Other Expense.For
the three months ended September 30, 2009, we also had other expense of $32,
which was interest from the notes payable to our major shareholder. We had other
expense of $489 for the three months ended September 30, 2008.





Net Loss.For the
three months ended September 30, 2009, our net loss was $11,125, as compared to
the three months ended September 30, 2008, where our net loss was $9,311. The
increase in our net loss for three months ended September 30, 2009, was due
primarily to a decrease in revenues and an increase in general and
administrative expenses as compared the three months September 30,
2008.





For the nine months ended
September 30, 2009 as compared to the nine months ended September 30,
2008.





Revenues. We had revenues of
$20,500 for the nine months ended September 30, 2009, as compared to revenues of
$16,911 for the nine months ended September 30, 2008.  Those revenues are
related to services that we provide to a sales and marketing company. We hope to
generate more significant revenues as continue operations and implement our
business plan.





Operating Expenses.For the
nine months ended September 30, 2009, our total operating expenses were $49,605,
as compared to $61,479 of total operating expenses for the nine months ended
September 30, 2008. For the nine months ended September 30, 2009, we had legal
and professional expenses of $25,664, dues and fees of $2,646, rent of $8,000
and general and administrative expenses of $13,295. In comparison, for the nine
months ended September 30, 2008, we had legal and professional expenses of
$34,571, dues and fees of $9,254, rent of $9,000 and general and administrative
expenses of $8,654.





Other Expense.For
the nine months ended September 30, 2009, we also had other expense of $1,590,
which was interest from the convertible promissory note with one of our minority
shareholders and the notes payable to our major shareholder. We had other
expense of $913 for the nine months ended September 30, 2008.





Net Loss.For the
nine months ended September 30, 2009, our net loss was $31,495, as compared to
the nine months ended September 30, 2008, where our net loss was $46,281. We
expect to continue to incur net losses for the foreseeable future and until we
generate significant revenues.





13


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.





We have
cash of $18 as of September 30, 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.





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 September 30, 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.







14





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.
            Certification
      of Principal Executive and Financial Officer, pursuant to Rule 13a-14
      and 15d-14 of the Securities Exchange Act of
  1934


32.
            Certification
      of Principal Executive and Financial Officer, pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002








15


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 corporationNovember
      13, 2009
            By:
            /s/ Michael
      HawksMichael
      HawksIts:
            President,
      CEO, Secretary, CFO, Director (Principal Executive, Financial and
      Accounting Officer)