UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number 333-140445
Sawadee Ventures, Inc.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 20-5619324
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
#208-828 Harbourside Drive
North Vancouver, B.C. Canada V7P 3R9
(Address of Principal Executive Offices) (Zip Code)
(604)904-8481
(Telephone Number)
Michael M. Kessler, Esq.
3436 American River Drive, Suite 11
Sacramento, CA 95864
(916) 239-4000
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of December 31, 2007, the registrant had 36,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of December 31, 2007.
SAWADEE VENTURES INC.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 9
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Securities Holders 13
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 15
Item 8. Financial Statements and Supplementary Data 18
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 31
Item 9A. Controls and Procedures 31
Part III
Item 10. Directors and Executive Officers 31
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 34
Item 13. Certain Relationships and Related Transactions 34
Item 14. Principal Accounting Fees and Services 35
Part IV
Item 15. Exhibits 35
Glossary of Mining Terms 36
Signatures 38
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PART I
ITEM 1. BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion for Sawadee
Ventures which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves of gold, silver, copper and other minerals. The
Lavington mineral property, the only claim currently in the company's portfolio,
consists of three new MTO (Mineral Titles Online) claims, which cover an area
approximately 1.5 miles x 1.5 miles totaling 1836 acres. There is the
possibility that the property does not contain any reserves and funds that we
spend on exploration will be lost. Even if we complete our current exploration
program and are successful in identifying a mineral deposit we will be required
to expend substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral deposit or reserve.
GENERAL INFORMATION
The one property in the Company's portfolio is the Lavington mineral claims,
consisting of three new MTO (Mineral Titles Online) claims, which cover an area
approximately 1.5 miles x 1.5 miles totaling 1836 acres. They were a re-stake of
claims previously acquired by Adam Travis in 2005 and are owned 100% by Cazador
Resources, a private company controlled by Adam Travis. On December 31, 2006
Sawadee Ventures entered into a Mineral Property Purchase Agreement with Cazador
Resources Ltd. which grants to Sawadee Ventures the sole and exclusive right,
privilege and option to explore the Lavington claims. The property is located 10
kilometres east of the community of Vernon located on the major north-south
highway 97 in the central Okanagan area of British Columbia. Within the
Lavington property elevations range from 950 metres in the main valley bottom in
the eastern portion of the claims to over 1300 metres in the central portion of
the claims.
At the current time the property is without known reserves and the proposed
program is exploratory in nature. We have only recently commenced exploration
work on the claim. The future cost of exploration work on the property is
disclosed in detail in the Plan of Operation section of this report.
There is not a plant or any equipment currently located on the property. The
Lavington property was first staked in 1988 in follow-up to a regional heavy
mineral sampling program and the claims were subsequently optioned to BP
Resources. In 1989 a program of gridding, soil sampling and reconnaissance
geological mapping was completed. Diamond drilling was then completed during
1989-90 to test the anomalous area for the possibility of a large, low-grade
deposit. Although follow-up work was recommended, BP relinquished the option on
the claims following the 1990 drill program, and the claims were subsequently
allowed to lapse. In 1999 two post claims were staked over the area and several
days of prospecting and sampling were completed. A few other people have
acquired claims in the area but the last recorded work in the area was reported
in 1999.
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The initial exploration phase will be supported by generators, however; hydro
electrical power lines are located in the area. Water required for exploration
and development of the claim is available from the major river drainages that
flow year round as well as many subsidiary creeks.
The initial phase of exploration will consist of check and infill soil and rock
sampling along with some initial geophysical test surveys, data evaluation and
reporting. We commenced the phase one exploration program in September 2007.
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits and we are able to raise the necessary funds, of
which there is no guarantee, we intend to proceed with phase two of our
exploration program which will take approximately three months to complete.
Subject to financing, we anticipate commencing the second phase of our
exploration program in late spring 2008. We will require additional funding to
proceed with any subsequent recommended drilling work on the claim. We cannot
provide investors with any assurance that we will be able to raise sufficient
funds to fund any work after the first phase of the exploration program.
The discussions contained herein are management's estimates, there is no
guarantee that exploitable mineralization will be found, the quantity or type of
minerals if they are found and the extraction process that will be required. We
are also unable to assure you we will be able to raise the additional funding to
proceed with any subsequent work on the claims if mineralization is found in
Phase 1.
ACQUISITION OF THE LAVINGTON MINERAL PROPERTY
CLAIM DETAILS
The Lavington property consists of 3 Mineral Title Online (M.T.O) claims
(tabulated below) they were acquired by the author by M.T.O application on
August 20, 2006 and are owned 100% by Cazador Resources a private company
controlled by the author.
Tenure Number Type Claim Name Good Until Area (ha)
- ------------- ---- ---------- ---------- ---------
539661 Mineral LAV GOLD 1 20070820 495.653
539662 Mineral LAV GOLD 2 20070820 123.939
539663 Mineral LAV GOLD 3 20070820 123.887
Total Area: 743.479 ha
CLAIM DETAILS
On December 31, 2006 Sawadee Ventures entered into a Mineral Property Purchase
Agreement with Cazador Resources Ltd. which grants to Sawadee Ventures the sole
and exclusive right, privilege and option to explore the Lavington mineral
claims together with the sole and exclusive right, privilege and option to
purchase the claims upon the following terms and conditions:
1. Sawadee will have the sole and exclusive right and option to acquire an
undivided 100% right, title and interest in and to the Property free and clear
of all charges, encumbrances and claims save and except for the obligation to
pay a Royalty for 1.5% net smelter returns to Cazador Resources in the event the
Property achieves commercial production.
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2. In order to maintain the Option in good standing and exercise the Option in
full the Purchaser shall, subject to regulatory approval:
(a) on the Effective Date, pay to the Seller the sum of $4,000. (Paid)
(b) on or before the first anniversary of the Effective Date, pay to the
Seller the sum of $5,000. (Paid)
(c) pay to the Seller the additional sum of $6,000 no later than the
second anniversary of the Effective Date.
3. For so long as the Option continues in full force and effect, Sawadee, its
employees, agents, permitted assigns and independent contractors shall have the
right to:
(a) enter upon the Claims;
(b) incur expenditures;
(c) bring upon and erect upon the Claims such mining facilities as Sawadee
may consider advisable; and
(d) remove material from the Claims for testing purposes up to 2 tons for
a bulk sample.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. For the Lavington mineral claim this would require $2,972 in
exploration costs for year 1 through 3, and $5,944 per year thereafter. In order
to retain title to the property exploration work costs must be recorded and
filed with the British Columbia Department of Energy Mines and Petroleum
Resources ("BCDM").
LOCATION, ACCESS, LOCAL RESOURCES & INFRASTRUCTURE
The Lavington showing is located 10 kilometres east of the community of Vernon
located on the major north-south highway 97. There is excellent access to the
claims via a network of secondary paved roads and gravel roads up the Coldstream
Creek valley from Vernon. Access to the property is east from Vernon on Highway
6 to the Noble Canyon road at Lavington. The property is reached by following
the Noble Canyon road north up the Coldstream Creek valley, taking the Becker
Lake branch, for about 8 km. From here there is good access on various logging
and powerline roads to most parts of the claim block.
CLIMATE, TOPOGRAPHY AND PHYSIOGRAPHY
The Lavington property is situated in the central Okanagan area of British
Columbia. The region has a relatively dry climate, and snow cover in winter is
generally moderate. The climate in the area is semi arid with moderately warm
summers and cold dry winters. Typical temperature ranges are from mid to upper
30's C in summer and -10 to -20 C in winter. Within the Lavington property
elevations range from 950 metres in the main valley bottom in the eastern
portion of the claims to over 1300 metres in the central portion of the claims.
Slopes are generally moderate however small bluffs and steeper slopes do occur
5
near the central portions of the claims. For the most part vegetation consists
of jackpine forest, some of which has been infected with pine beetles.
HISTORY AND PREVIOUS WORK
The Lavington property was first staked in 1988 in follow-up to a regional heavy
mineral sampling program and the claims were subsequently optioned to BP
Resources. In 1989 a program of gridding, soil sampling and reconnaissance
geological mapping was completed, with samples collected at 50 metre intervals
on lines spaced 150 metres apart. A major Au (+ As, Sb, Ag, W, Cd, Zn, Pb. Fe,
La, Mn, P) soil anomaly was identified. The grid was then extended to the west,
and additional sampling done, which extended the anomaly to 2.5 km in strike
length, with a width of 200 - 400 metres. Maximum gold values within the
anomalous area were 750 ppb Au, with a threshold value of 9-15 ppb. A number of
other smaller anomalous areas were also defined.
Diamond drilling was then completed during 1989-90 to test the anomalous area
for the possibility of a large, low-grade deposit. Eight holes were completed (4
in one fence) for a total of 1008 metres. All drill core was reported in 1999 to
be in excellent condition and is stored on the property.
Although follow-up work was recommended, BP relinquished the option on the
claims following the 1990 drill program, and the claims were subsequently
allowed to lapse.
In 1999 2 post claims were staked and recorded over the area and several days of
prospecting and the collection of 10 rock samples were done. A few other people
have acquired claims in the area but the last recorded work in the area was in
1999.
No work has been recorded in the area since 1999, however the geologist acquired
previous claims in the area in 2005 under the new MTO system and later re-staked
the current claims in 2006.
REGIONAL GEOLOGY
In this general area, east of the Okanagan Valley fault, Upper Triassic to Lower
Jurassic Nicola Group sedimentary (uTrNsf) and volcanic rocks (uTrJN)
unconformably overlie Devonian to Triassic sedimentary and volcanic rocks of the
Harper Ranch Group (DTrHsf). These units are faulted over gneissic rocks
(PtPzog) of unknown age and metasedimentary rocks (PtPzShm) of the Proterozoic
Silver Creek Formation. Middle Jurassic (MJgd), Cretaceous-Tertiary (KTgr) and
Eocene (Egr) granitic rocks cut all of the above rocks. Outliers of Eocene
Kamloops Group volcanic and sedimentary rocks (Ekav,Epev) and Miocene- Pliocene
flood basalts (MiPiCvb) cap the older units.
The Lavington claims are situated in a fault bounded block of Cache Creek Group
argillite and volcanics, situated within a large expanse of Monashee Group
gneiss. Major north to northwest trending faults mark the boundary between the
Cache Creek Group and Monashee Group rocks.
West of the claims, metamorphic rocks of the Monashee Group outcrop. A
north-northwest trending fault occurs just east of Becker Lake and separates the
Monashee rocks from the younger Cache Creek Group rocks to the east. East of the
fault, a thick sequence of well-bedded argillite of the Cache Creek Group occurs
6
in the southern portion of the claim block. Quartz sweat type veining is common
within the argillite.
The argillite is overlain, or perhaps intruded along the upper contact, by a
bleached, well foliated, intensely altered zone of quartz-pyrite-sericite schist
some 200-400 metres wide. The main gold + multi-element soil anomaly correlates
strongly with this unit and drilling by BP showed elevated gold values within
the sericite schist.
LOCAL AND PROPERTY MINERALIZATION
A 180-metre thick pyritic and sericitic schist carries low grade but persistent
gold mineralization. Disseminated pyrite is accompanied by quartz, chlorite,
tourmaline and mariposite. The schist is probably a felsic metavolcanic unit
within the Nicola Group. The unit is gradational to the southwest with graphitic
argillite and to the northeast with a quartz-feldspar porphyry. The schist
contains gold values throughout and a 34-metre section analyzed 0.5 gram per ton
gold.
Outcrop on the property are quite limited, particularly in areas underlain by
the quartz-pyrite sericite schist and the argillite. The Lavington property
exhibits many of the characteristics of a transitional porphyry-epithermal Au-
Ag (+Cu, As, Sb) system as described by Panteleyev (1996). This type of deposit
is typified by pyritic stockworks and veins in subvolcanic intrusive bodies,
with stratabound to discordant massive pyritic replacements, veins, stockworks,
disseminations and related hydrothermal breccias in the country rock.
Mineralization occurs in the uppermost levels of intrusive systems, and commonly
in coarse-grained quartz-phync intrusions. The ore mineralogy is principally
pyrite (commonly auriferous), chalcopyriie, tetrahedrite and tennantite.
Zonation with depth is common. Alteration mineralogy is dominantly pyrite,
sericite and quartz, with a long list of subordinate alteration minerals
including kaolinite, tounnaline, barite and chlorite. Controls of mineralization
for this deposit type are primarily porous volcanic units, bedding plane
contacts and unconformities. Secondary controls are structural features, such as
fault zones.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in Canada and around the world for
the sale of gold, silver, copper and other minerals. Therefore, we will likely
be able to sell any gold, copper or other minerals that we are able to recover.
We are subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. If we are unsuccessful in securing the products, equipment and
services we need we may have to suspend our exploration plans until we are able
to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
7
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We are required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.
The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).
With respect to the mechanized trenching or diamond drilling a plan of operation
will need to be filed with the BCDM. This plan will detail the extent, location
and amount of surface disturbance for the trenching and/or drilling. As the
amount of trenching and drilling (initially) will be limited, the permit should
be issued within 30 days. We will be required to obtain a refundable bond in the
amount of $3,000 - $5,000 (depending on the anticipated amount of disturbance).
The bond is to ensure that we reclaim or repair the disturbance caused by the
trenching and drilling. Usually this reclaiming work entails filling in and
smoothing the surface at trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the site of any disturbance.
In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees (initially) to avoid any disturbance to larger
trees. If the disturbance to larger trees is unavoidable then a permit to cut
will be obtained.
There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100.00). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew and equipment
required to fill in the trenches etc., but as heavy equipment is available
locally, and the amount of disturbance is expected to be minimal, the costs will
be most likely be less than $2,000. (1 day - crew & equipment)
All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. In order to retain title to the property exploration work costs must
be recorded and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the
value of the work recorded, to record the work.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
8
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
NUMBER OF EMPLOYEES
We currently have one employee, which is our executive officer, Douglas E. Ford.
Mr. Ford currently devotes 5 hours per week to company matters but will devote
as much time as the board of directors determines is necessary to manage the
affairs of the company. There are no formal employment agreements between the
company and Mr. Ford.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.
ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE ONLY RECENTLY COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We have only recently commenced exploration on the Lavington mineral
property. We were incorporated on September 26, 2006 and to date have been
involved primarily in organizational activities and the acquisition of the
mineral claim through an option agreement with Cazador Resources, Ltd. We
have not earned any revenues as of the date of this report. Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Prior to completion of our
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exploration stage, we anticipate that we will incur increased operating
expenses without realizing any revenues. We expect to incur significant
losses into the foreseeable future. We recognize that if we are unable to
generate significant revenues from development of the Lavington mineral
property and the production of minerals from the claim, we will not be able
to earn profits or continue operations. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks,
our business will most likely fail.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our director has no professional training or technical credentials in the
field of geology and specifically in the areas of exploring, developing and
operating a mine. As a result, he may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. Management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use.
Consequently our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR SAWADEE VENTURES WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 1 of our financial statements, our limited exploration
stage and our lack of any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.
There is the likelihood of our mineral claim containing little or no
economic mineralization or reserves of gold, silver, copper or other
minerals. We have a geological report detailing previous exploration in the
area which included the property being prospected, sampled, staked and
limited diamond drilling. However; there is the possibility that the
previous work was not carried out properly and the Lavington property does
not contain any reserves, resulting in any funds spent by us on exploration
being lost.
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.
If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
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minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
funds presently available to us is through the sale of equity capital. Any
sale of share capital will result in dilution to existing shareholders. We
may be unable to obtain any such funds, or to obtain such funds on terms
that we consider economically feasible and investors may lose their
investment.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
claim exploration and development. Under Canadian mining law, engaging in
certain types of exploration requires work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our initial exploration
phase, if we identify exploitable minerals and proceed to phase two which
includes drilling operations on the Lavington mineral property, we will
incur regulatory compliance costs based upon the size and scope of our
operations. In addition, new regulations could increase our costs of doing
business and prevent us from exploring for and the exploitation of ore
deposits. In addition to new laws and regulations being adopted, existing
laws may be applied to mining that have not as yet been applied. These new
laws may increase our cost of doing business with the result that our
financial condition and operating results may be harmed.
BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.
Our continued success will be dependent on the growth of demand for ore. If
consumer demand slows our revenues may be significantly affected. This
could limit our ability to generate revenues and our financial condition
and operating results may be harmed.
THE LOSS OF THE SERVICES OF DOUGLAS E. FORD COULD SEVERELY IMPACT OUR BUSINESS
OPERATIONS AND FUTURE DEVELOPMENT.
Our performance is substantially dependent upon the professional expertise
of our officer Douglas E. Ford. The loss of his services could have an
adverse effect on our business operations, financial condition and
operating results if we are unable to replace him with other individuals
qualified to develop our exploration business. This could result in a loss
of revenues, resulting in a reduction of the value of our shares.
BECAUSE OUR CURRENT OFFICER HAS OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Douglas E. Ford currently devotes approximately 5 hours per week providing
management services to us. While he presently possesses adequate time to
attend to our interests, it is possible that the demands on him from his
other obligations could increase, with the result that he would no longer
11
be able to devote sufficient time to the management of our business. This
could negatively impact our business development.
THE TRADING IN OUR SHARES IS REGULATED BY SECURITIES AND EXCHANGE COMMISSION
RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
Our shares are defined as a penny stock under the Securities and Exchange
Act of 1934, and rules of the Commission. The Exchange Act and such penny
stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other
than certain accredited investors who are, generally, institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 ($300,000 jointly with
spouse), or in transactions not recommended by the broker-dealer. For
transactions covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must
make certain mandated disclosures in penny stock transactions, including
the actual sale or purchase price and actual bid and offer quotations, the
compensation to be received by the broker-dealer and certain associated
persons, and deliver certain disclosures required by the Commission.
Consequently, the penny stock rules may make it difficult for investors to
resell any shares.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our shares are quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation, issuers must remain current in their filings with the SEC.
In order for us to remain in compliance we will require future revenues to
cover the cost of these filings, which could comprise a substantial portion
of our available cash resources. If we are unable to generate sufficient
revenues to remain in compliance it may be difficult for investors to
resell any shares, if at all.
MR. FORD, THE DIRECTOR AND OFFICER OF THE COMPANY, OWNS 50% OF THE OUTSTANDING
SHARES OF OUR COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT
MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the controlling amount of Mr. Ford's share ownership in our company,
if he chooses to sell his shares in the public market, the market price of
our stock could decrease and all shareholders suffer a dilution of the
value of their stock. If he does sell any of his common stock, he will be
subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts the
ability of our director or officer to sell his shares by limiting the sales
of securities during any three-month period to the greater of: (1) 1% of
the outstanding common stock of the issuer; or (2) the average weekly
reported trading volume in the outstanding common stock reported on all
securities exchanges during the four calendar weeks preceding the filing of
the required notice of the sale under Rule 144 with the SEC.
12
MR. FORD WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE
THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.
Due to the controlling amount of his share ownership in our company Mr.
Ford, will have a significant influence in determining the outcome of all
corporate transactions, including the power to prevent or cause a change in
control. His interests may differ from the interests of the other
stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.
ITEM 2. PROPERTIES
We currently utilize space at the premises of Douglas E. Ford, the officer and
director of the company, on a rent-free basis. The premises are located at
#208-828 Harbourside Drive, North Vancouver, B.C. Canada V7P 3R9. The facilities
include an answering machine, a fax machine, computer and office equipment. We
intend to use these facilities for the time being until we feel we have outgrown
them. We currently have no investment policies as they pertain to real estate,
real estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
Sawadee Ventures is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended December 31, 2007.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares are quoted on the OTC Electronic Bulletin Board (OTCBB) under the
symbol SWDE. The OTCBB is a regulated quotation service that displays real-time
quotes, last sale prices and volume information in over-the-counter (OTC)
securities. The OTCBB is not an issuer listing service, market or exchange.
Although the OTCBB does not have any listing requirements per se, to be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC or applicable regulatory authority. Market Makers are not permitted to
begin quotation of a security whose issuer does not meet this filing
requirement. Securities already quoted on the OTCBB that become delinquent in
their required filings will be removed following a 30 or 60 day grace period if
they do not make their required filing during that time. We cannot guarantee
that our application will be accepted or approved and our stock listed and
quoted for sale. As of the date of this filing, there have been no discussions
or understandings between Sawadee Ventures, nor, anyone acting on our behalf
with any market maker regarding participation in a future trading market for our
securities.
13
There has been no active trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this report Sawadee had 20 shareholders of
record. We have paid no cash dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
14
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REPORTS
We are subject to certain filing requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountant, and will
furnish un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
TRANSFER AGENT
The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $27,267 and $7,165 for the years ended
December 31, 2008 and 2007, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our periodic reports and registration
statement.
Our net loss from inception (September 26, 2007) through December 31, 2007 was
$34,432.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.
15
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at December 31, 2007 was $25,018 and our liabilities were
$5,450. We have sold $54,000 in equity securities since inception, $18,000 from
the sale of 18,000,000 shares of stock to our officer and director and $36,000
from the sale of 18,000,000 shares registered pursuant to our SB-2 Registration
Statement which became effective on March 2, 2007.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
BUSINESS OPERATIONS OVERVIEW
Our registration statement became effective on March 2, 2007. Our offering of
18,000,000 common shares was completed on April 13, 2007. Our 12 month budget is
based on operations which will be funded by the $36,000 raised through our
offering.
Our plan of operation for the next twelve months is to complete the first phase
of exploration programs on the Lavington mineral property consisting of soil
sampling and prospecting, geochemical analyses; data evaluation and reporting.
In addition to the additional $10,000 we anticipate spending for Phase I of the
exploration program, we anticipate spending an additional $15,000 on
professional fees, including fees payable in connection with compliance with
reporting obligations, general administrative costs, and lease option payments.
Total expenditures over the next 12 months are therefore expected to be $25,000.
Lavington Property Cost Proposal
Phase 1 Cost
- ------- ----
Soil sampling and prospecting (6 mandays) 4,500
Geochemical Analyses (100 soils, 50 rocks) 3,000
Geophysical Test Survey - (IP/Mag/VLF-EM) 9,500
Data evaluation and reporting 2,000
Contingency 1,500
-------
subtotal 20,000
-------
Phase 2
- -------
Geophysical Surveys (10 km IP-Mag-VLF) 15,000
Linecutting (10 km) 10,000
Diamond Drilling (1,000 feet @ $50/foot) 50,000
Drillcore sampling (250 samples @ $20/sample) 5,000
16
Geological supervision 10,000
Data evaluation and reporting 5,000
Contingency 5,000
subtotal 100,000
-------
Grand Total 120,000
=======
The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates.
During the quarter ended September 30, 2007 we commenced phase one of the
exploration program on the claim. Following phase one of the exploration
program, if it proves successful in identifying mineral deposits and we are able
to raise the necessary funds, of which there is no guarantee, we intend to
proceed with phase two of our exploration program. The estimated cost of this
program is $100,000 and will take approximately three months to complete.
Subject to financing, we anticipate commencing the second phase of our
exploration program in summer 2008. We will require additional funding to
proceed with any subsequent recommended drilling work on the claim. We cannot
provide investors with any assurance that we will be able to raise sufficient
funds to fund any work after the first phase of the exploration program.
We may decide that we cannot continue with our business operations as detailed
in our original business plan because phase one of the exploration program does
not prove successful in identifying mineral deposits or a lack of financial
resources. We may look for other potential business opportunities that might be
available to the Company. There can be no certainties that there will be any
other business opportunities available; nor the nature of the business
opportunity; nor any indication of the financial resources required of any
possible business opportunity.
17
ITEM 8. FINANCIAL STATEMENTS
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Sawadee Ventures Inc.
(An Exploration Stage Enterprise)
We have audited the accompanying balance sheet of Sawadee Ventures Inc. (An
Exploration Stage Enterprise) as of December 31, 2007 and December 31, 2006, and
the related statements of operations, stockholders' equity and cash flows for
the year ended December 31, 2007 and from September 26, 2006 (inception) through
December 31, 2006 and inception through December 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sawadee Ventures Inc. (An
Exploration Stage Enterprise) as of December 31, 2007 and December 31, 2006, and
the related statements of operations, stockholders' equity and cash flows for
the year ended December 31, 2007 and from September 26, 2006 (inception) through
December 31, 2006 and inception through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred net losses of approximately
$34,432 from inception through December 31, 2007, which raises substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ----------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
February 22, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
18
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Balance Sheet
(Expressed in U.S. Dollars)
(Audited)
Audited as of Audited as of
December 31, December 31,
2007 2006
-------- --------
A S S E T S
CURRENT ASSETS
Cash $ 25,018 $ 14,000
-------- --------
Total Current Assets 25,018 14,000
-------- --------
Total Assets $ 25,018 $ 14,000
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 5,450 3,165
-------- --------
Total Current Liabilities 5,450 3,165
-------- --------
S T O C K H O L D E R S ' E Q U I T Y
Common Stock
75,000,000 authorized shares, par value $0.001
36,000,000 shares issued and outstanding 36,000 18,000
Additional Paid-in-Capital 18,000 --
Deficit accumulated during exploration stage (34,432) (7,165)
-------- --------
Total Stockholders' Equity 19,568 10,835
-------- --------
Total Liabilities and Stockholders' Equity $ 25,018 $ 14,000
======== ========
The accompanying notes are an integral part of these financial statements.
19
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Statement of Operations
(Expressed in U.S. Dollars)
(Audited)
Period from Period from
September 26, 2006 September 26, 2006
For the (Date of inception) (Date of inception)
year ended through through
December 31, December 31, December 31,
2007 2006 2007
----------- ----------- -----------
REVENUES:
Revenues $ -- $ -- $ --
----------- ----------- -----------
Total Revenues -- -- --
EXPENSES:
Operating Expenses
Exploration expenses 10,000 10,000
Impairment of mineral property 5,000 4,000 9,000
General and Adminstrative 4,012 765 4,777
Professional Fees 8,255 2,400 10,655
----------- ----------- -----------
Total Expenses 27,267 7,165 34,432
----------- ----------- -----------
Net loss from Operations (27,267) (7,165) (34,432)
PROVISION FOR INCOME TAXES:
Income Tax Expense -- -- --
----------- ----------- -----------
Net Income (Loss) for the period $ (27,267) $ (7,165) $ (34,432)
=========== =========== ===========
Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00)
----------- ----------- -----------
Weighted Average number of Common Shares 28,330,918 5,752,577 29,984,810
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
20
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Statement of Stockholders' Equity
For the period from September 26, 2006 (inception) to December 31, 2007
(Expressed in U.S. Dollars)
(Audited)
$0.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
------ --------- ------- ------- ------
Balance, September 26, 2006
(Date of Inception) -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.001
per share on December 1, 2006 18,000,000 18,000 -- -- 18,000
Net Loss for the Period -- -- -- (7,165) (7,165)
---------- -------- -------- --------- --------
Balance, December 31, 2006 18,000,000 18,000 -- (7,165) 10,835
Stock Issued for cash at $0.002
per share on April 12, 2007 18,000,000 18,000 18,000 -- 36,000
Net Loss for the Year -- -- -- (27,267) (27,267)
---------- -------- -------- --------- --------
Balance, December 31, 2007 36,000,000 $ 36,000 $ 18,000 $ (34,432) $ 19,568
========== ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
21
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Statement of Cash Flows
(Expressed in U.S. Dollars)
(Audited)
Period from Period from
September 26, 2006 September 26, 2006
For the (Date of inception) (Date of inception)
year ended through through
December 31, December 31, December 31,
2007 2006 2007
-------- -------- --------
OPERATING ACTIVITIES:
Net Loss $(27,267) $ (7,165) $(34,432)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property 5,000 4,000 9,000
Accounts Payable and Accrued Liabilities 2,285 3,165 5,450
-------- -------- --------
Net Cash Provided from Operating Activities (19,982) -- (19,982)
-------- -------- --------
INVESTING ACTIVITIES:
Mineral property option payment (5,000) (4,000) (9,000)
-------- -------- --------
Net Cash Used in Investing Activities (5,000) (4,000) (9,000)
-------- -------- --------
FINANCING ACTIVITIES:
Common Stock issued for cash 36,000 18,000 54,000
-------- -------- --------
Net Cash Provided from Financing Activities 36,000 18,000 54,000
-------- -------- --------
Net Increase in Cash 11,018 14,000 25,018
-------- -------- --------
Cash Balance, Beginning of the Period 14,000 -- --
-------- -------- --------
Cash Balance, End of the Period $ 25,018 $ 14,000 $ 25,018
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ (0.00) $ (0.00) $ (0.00)
======== ======== ========
Cash paid for income taxes $ (0.00) $ (0.00) $ (0.00)
======== ======== ========
The accompanying notes are an integral part of these financial statements.
22
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Sawadee Ventures Inc., a Nevada
corporation, (hereinafter referred to as the "Company" or "Sawadee Ventures")
was incorporated in the State of Nevada on September 26, 2006. The Company was
formed to engage in the acquisition, exploration and development of natural
resource properties. During the period ending December 31, 2007, the Company
entered into an option agreement to acquire certain mineral claims located in
British Columbia (refer to Note 3).
The Company's operations have been limited to general administrative operations,
initial property staking and investigation, and is considered an Exploration
Stage Company in accordance with Statement of Financial Accounting Standards No.
7.
The Company will review and further develop the accounting policies as the
business plan is implemented.
The Company's SB-2 registration statement that was initially filed on February
5, 2007 with the Securities and Exchange Commission (SEC) in order to raise an
aggregate amount of $36,000 from the sale of 18,000,000 common shares at $.002
per share, was declared effective by the SEC on March 2, 2007. The Company has
completed the offering as of April 12, 2007 and raised $36,000 from the sale of
18,000,000 common shares at $0.002 per share.
GOING CONCERN - The Company has incurred net losses of approximately $34,432 for
the period from September 26, 2006 (Date of Inception) through December 31, 2007
and has commenced limited operations, raising substantial doubt about the
Company's ability to continue as a going concern. The Company will seek
additional sources of capital through the issuance of debt or equity financing,
but there can be no assurance the Company will be successful in accomplishing
its objectives.
The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
YEAR END - The Company's year end is December 31.
23
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and tax credit
carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date.
The Company has net operating loss carryovers available to be used for reducing
future years taxable income. The Company has recorded a valuation allowance for
the full potential tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.
NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share ("SFAS 128") and SEC Staff
Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from
September 26, 2006 (Date of Inception) through December 31, 2007, the Company
had no potentially dilutive securities.
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.
24
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
LONG-LIVED ASSETS - In accordance with Financial Accounting Standards Board
("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.
MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on September 26, 2006 and has not yet realized any revenues from its
planned operations, being the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings cause by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. As of December 31,
2007, the Company has not adopted this statement and management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.
25
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed following existing GAAP. Management has
not determined the effect that adopting this statement would have on the
Company's financial position or results of operations.
In September 2006, FASB issued SFAS No. 157, Fair Value Measure" ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for the Company is the fiscal year
beginning January 1, 2008. The Company is currently evaluating the impact of
adopting SFAS No. 157 but does not expect that it will have a significant effect
on its financial position or results of operations.
26
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In June 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes-an Interpretation of FASB Statement No. 109 ("FIN 48"). This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB No.
109, "Accounting for Income Taxes." This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This Interpretation is effective for fiscal years beginning after
December 15, 2006. The Company has determined that the adoption of Statement No.
158 did not have any material impact on the Company's results of operations or
financial position.
2. PROPERTY AND EQUIPMENT
As of December 31, 2007, the Company does not own any property and/or equipment.
3. MINERAL PROPERTY
Effective December 31, 2006, the Company entered into a Mineral Property
Purchase Agreement (the "Agreement") with Cazador Resources Ltd., a private
British Columbia company, whereby the Company obtained an option to acquire a
total of 3 mining claims covering approximately 1,836 acres located in the
Vernon Mining District of British Columbia (the "Lavington Property").
Under the terms of the Agreement, the Company paid $4,000 upon execution and a
further $5,000 on the first anniversary of the effective date and in order to
maintain the option, is required to pay $6,000 on the second anniversary of the
effective date. Upon completion of the required payments, which may be
accelerated at the Company's option, the Company will own an undivided 100%
interest in the Lavington Property subject to a 1.5% net smelter return owing to
the vendor commencing upon commercial production being achieved.
Prior to completing the payments required under the Agreement, the Company has
the right to conduct exploration and development activities on the property at
its sole discretion and may, having provided notice to the vendor, terminate the
Agreement and relieve itself from any obligations thereunder.
27
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
3. MINERAL PROPERTY (continued)
The costs of the mineral property option were initially capitalized. Effective
December 31, 2007, the Company recognized an impairment loss of $5,000 (December
31, 2006 - $4,000), as it has not yet been determined whether there are proven
or probable reserves on the property.
4. STOCKHOLDER'S EQUITY
The Company has 75,000,000 shares authorized with a par value of $0.001 per
share.
A total of 36,000,000 shares of the Company's common stock have been issued.
18,000,000 shares of the Company's common stock to the sole director of the
Company pursuant to a stock subscription agreement at $0.001 per share for total
proceeds of
$18,000. Another 18,000,000 shares of the Company's common stock at a price of
$0.002 per share for gross proceeds of $36,000
5. RELATED PARTY TRANSACTIONS
Douglas Ford, the sole officer and director of the Company was not paid for any
underwriting services that he performed on behalf of the Company with respect to
the Company's recently completed SB-2 prospectus offering.
As of December 31, 2007 there are no other related party transactions between
the Company and any officers other than those mentioned above.
6. STOCK OPTIONS
As of December 31, 2007, the Company does not have any stock options
outstanding, nor does it have any written or verbal agreements for the issuance
or distribution of stock options at any point in the future.
28
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
7. INCOME TAXES
The Company accounts for income taxes using the liability method, under which
deferred tax liabilities and assets are determined based on the difference
between the financial statement carrying amounts and the tax basis of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
As of December 31, 2007, the Company had net operating loss carryforwards of
approximately $34,400 which expire in varying amounts between 2026 and 2027.
Realization of this potential future tax benefit is dependent on generating
sufficient taxable income prior to expiration of the loss carryforward. The
deferred tax asset related to this potential future tax benefit has been offset
by a valuation allowance in the same amount. The amount of the deferred tax
asset ultimately realizable could be increased in the near term if estimates of
future taxable income during the carryforward period are revised.
Deferred income tax assets of approximately $5,165 and $1,075 at December 31,
2007 and 2006, respectively were offset in full by a valuation allowance. The
valuation allowance was increased by $4,090 during the year ended December 31,
2007.
The components of the Company's net deferred tax assets, including a valuation
allowance, are as follows:
As of December 31,
2007 2006
------- -------
Deferred tax assets:
Net operating loss carryforwards $ 5,165 $ 1,075
------- -------
Total deferred tax assets 5,165 1,075
------- -------
Net deferred tax assets before valuation allowance 5,165 1,075
Less: Valuation allowance (5,615) (1,075)
------- -------
Net deferred tax assets $ -- $ --
======= =======
29
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
7. INCOME TAXES (continued)
The Company's actual income tax provisions differ from the expected amounts
determined by applying the appropriate combined effective tax rate to the
Company's net income (loss) before taxes. The significant components of these
differences are as follows:
Year ended December 31,
2007 2006
-------- --------
Net income (loss) before income taxes $(27,267) $ (7,165)
Combined corporate tax rate 15.0% 15.0%
-------- --------
Expected corporate tax expense (recovery) (4,090) (1,075)
(Increase) decrease resulting from:
Change in valuation allowance 4,090 1,075
-------- --------
Provision for income taxes $ -- $ --
======== ========
30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and officers of Sawadee Ventures, Inc., whose one year terms will
expire 10/01/08, or at such a time as their successor(s) shall be elected and
qualified are as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Douglas E. Ford 44 President, 9/26/06 10/01/08
#208-828 Harbourside Dr Treasurer,
North Vancouver, BC CFO, CEO &
Canada V7P 3R9 Director
Directors are elected to serve until the next annual meeting of stockholders and
until their successor has been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Ford currently devotes 5 hours per week to company matters. Mr. Ford intends
to devote as much time as the board of directors deems necessary to manage the
affairs of the company.
31
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
RESUME
DOUGLAS E. FORD
Mr. Ford, since 1987, has acted as the General Manager of Dockside Capital Group
Inc., a private merchant banking and venture capital firm specializing in
providing services to, and arranging funding for, emerging growth companies.
From October 1998 through September 2000, Mr. Ford acted as Vice-President,
Operations of Bugaboos Eyewear Corporation, a distributor of sport-specific
eyewear in North America. He has experience in business operations and in
turnaround situations. Mr. Ford obtained a BA in Political Science from the
University of British Columbia in 1986. Mr. Ford owns 18,000,000 Common Shares,
being 50% of the issued Common Shares of the Corporation. It is anticipated
that Mr. Ford's involvement with the Corporation will be approximately 10% of
his time, on average. Mr. Ford's responsibilities with the Corporation will be
to act as the President and Chief Financial Officer and director of the
Corporation and to oversee the day to day operations of the Corporation.
Mr. Ford also serves in the capacity noted with the reporting corporations
listed below:
Rockgate Capital Corp. CFO & Director Feb 2005 to present
Rockridge Capital Corp. CFO & Director Jan 2007 to present
Durango Capital Corp. CFO & Director Aug 2007 to present
Widescope Resources Inc. Director Sept 1992 to present
As of December 31, 2007 the company does not have a code of ethics that applies
to our principal executive officer, principal financial officer, principal
accounting officer or any other employee. Due to the development stage of the
company and Mr. Ford being the sole officer and director of the company we do
not believe a code of ethics would serve any purpose at this time. Once the
company has additional employees or directors we intend to develop and implement
a code of ethics.
32
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Doug Ford 2007 0 0 0 0 0 0 0 0
CEO, 2006 0 0 0 0 0 0 0 0
President,
Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Doug Ford 0 0 0 0 0 0 0 0 0
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Doug Ford 0 0 0 0 0 0 0
The current Board of Directors is comprised of Mr. Doug Ford. Our current
officer receives no compensation. There are no current employment agreements
between the company and its executive officer.
On September 26, 2006, a total of 18,000,000 shares of Common Stock were issued
to Mr. Ford in exchange for cash in the amount of $18,000 U.S., or $.001 per
share. The terms of this stock issuance was as fair to the company, in the
opinion of the Board of Directors, as could have been made with an unaffiliated
33
third party. In making this determination they relied upon the fact that the
18,000,000 shares were valued at par ($0.001) and purchased for $18,000 in cash.
Mr. Ford currently devotes approximately 5 hours per week to company matters. He
has agreed to work with no remuneration until such time as the company receives
sufficient revenues necessary to provide management salaries. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Sawadee Ventures'
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of our common stock as of the date
of this report:
Name and Address No. of Percentage
of Beneficial Owner (1) Shares of Ownership:
----------------------- ------ -------------
Douglas E. Ford 18,000,000 50%
#208-828 Harbourside Drive
North Vancouver, BC
Canada V7P 3R9
All Officers and
Directors as a Group 18,000,000 50%
- ----------
(1) The person named above may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct holdings in the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Ford,
the officer and a director of the corporation, on a rent-free basis. Mr. Ford
will also not receive any interest on any funds that he may advance to us.
On September 26, 2006, a total of 18,000,000 shares of Common Stock were issued
to Mr. Ford in exchange for $18,000 US, or $.001 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by an officer and director of the Company. (See
"Principal Stockholders".)
34
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $2,500 for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended December 31, 2007.
For the year ended December 31, 2006, the total fees charged to the company for
audit services were $2,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
31 Sec. 302 Certification of CEO/CFO
32 Sec. 906 Certification of CEO/CFO
- ----------
* Incorporated by reference to our Form SB-2 Registration Statement, filed
under SEC File Number 333-140445
35
GLOSSARY OF MINING TERMS
"Adit" An opening driven horizontally into the side of a
mountain or hill for providing access to a mineral
deposit.
"Andesite" Andesite is an igneous, volcanic rock, of intermediate
composition, with aphanitic to porphyritic texture. Its
mineral assembly is usually quartz and plagioclase.
"Anomalous" A departure from the norm which may indicate the
presence of mineralization
"Argillic-altered" Pertaining to clay or clay minerals; e.g., argillic
alteration in which certain minerals of a rock are
converted to minerals of the clay group.
"Basalt" An extrusive volcanic rock
"BCDM" British Columbia Department of Mines
"Biotite" Biotite is a sheet silicate. Iron magnesium aluminum
silicate forms sheets, and weakly bond together by
potassium ions. It is sometimes called "iron mica".
"Breccia" A rock in which angular fragments are surrounded by a
mass of fine-grained minerals
"Chalcopyrite" A sulphide mineral of copper and iron; the most
important ore mineral in copper
"Chert" A variety of silica that contains microcrystalline
quartz
"Clast or Clastic" Clastic rocks refers to rocks formed from fragments of
pre-existing rock.
"Copper" or "Cu" A reddish or salmon-pink isometric mineral, the native
metallic element of copper. It is ductile and malleable,
a good conductor of heat and electricity, usually dull
and tarnished
"Diamond drill" A rotary type of rock drill that cuts a core of rock
that is recovered in long cylindrical sections
"Fault" A fracture dividing a rock into two sections that have
visibly moved relative to each other
"Feldspar" Silicate minerals which occur in igneous rocks -
plagioclase contains calcium and sodium
"Flows" Volcanic rock formed from lava that flowed out onto the
earth's surface
"Geological mapping" The process of observing and measuring geological
features in a given area and plotting these features, to
scale, onto a map
"Geophysical survey" A method of exploration that measures the physical
properties of rock formations including magnetism,
specific gravity, electrical conductivity and resistance
"Gold" or "Au" A heavy, soft, yellow, ductile, malleable, metallic
element. Gold is a critical element in computer and
communications technologies
"Greenstone" Greenstone, also known as greenschist, is a non layered
metamorphic rock derived from basalt, gabbro or similar
rocks containing sodium-rich plagioclase feldspar,
chlorite and quartz.
"Limestone" A sedimentary rock composed primarily of calcium
carbonate
"Massive sulphide
mineralization" Mineralization that contains a variety of different
sulphide minerals - usually includes - sphalerite,
chalcopyrite, pyrite and pyrrhotite.
"Metamorphic" A rock that has undergone chemical or structural changes
(heat, pressure, or a chemical reaction) that causes
changes to its original state - High-grade metamorphic
is a large amount of change
36
"Mineral claim" A portion of land held either by a prospector or a
mining company, in British Columbia each claim is 500m x
500m (1,640 ft2)
"Molybdemum" A transition metal. The pure metal is silvery white in
color, fairly soft, and has one of the highest melting
points of all pure elements. In small quantities,
molybdenum is effective at hardening steel.
"Ore" A mixture of mineralized rock from which at least one of
the metals can be extracted at a profit
"Porphyrytic" Porphyry is a very hard igneous rock consisting of
large-grained crystals, such as feldspar or quartz,
dispersed in a fine-grained feldspathic matrix or
groundmass.
"Precious metal" Any of several metals, including gold and platinum, that
have high economic value - metals that are often used to
make coins or jewelry
"Pyrite" A yellow iron sulphide mineral - sometimes referred to
as "fools gold"
"Pyrrhotite" A bronze colored, magnetic iron sulphide mineral
"Quartz" Common rock forming mineral consisting of silicon and
oxygen
"Sedimentary rocks" Secondary rocks formed from material derived from other
rocks and laid down underwater.
"Silicified" Combined or impregnated with silicon or silica.
"Silver" or "Ag" A white metallic element that is ductile, very malleable
and capable of a high polish. This precious metal has
major industrial applications in photography, x-rays,
electronics and electrical contacts, batteries, brazing
alloys, catalysts, mirrors, jewelry and sterlingware
"Soil sampling" The collecting of samples of soil, usually 2 pounds per
sample, from soil thought to be covering mineralized
rock. The samples are submitted to a laboratory that
will analyze them for mineral content
"Sphalerite" A zinc sulphide mineral; the most common ore mineral of
zinc "Stringer" An irregular filament or a narrow vein
of one or more minerals traversing a rock mass.
"Trachyandesite" An extrusive igneous rock. It has little or no free
quartz, but is dominated by alkali feldspar and sodic
plagioclase.
"Trenching" The digging of long, narrow excavation through soil, or
rock, to expose mineralization
"Tuff" Rock composed of fine volcanic ash
"Vein" A crack in the rock that has been filled by minerals
that have traveled upwards from a deeper source
"Volcanic rocks" Igneous rocks formed from magma that has flowed out or
has been violently ejected from a volcano
"Zinc" or "Zn" A white metallic element
37
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of North Vancouver
BC, on March 24, 2008.
Sawadee Ventures, Inc.
/s/ Douglas E. Ford
--------------------------
By: Douglas E. Ford
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Douglas E. Ford March 24, 2008
- ------------------------------------- --------------
Douglas E. Ford, President Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
38