UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
Commission file number 333-140445
SAWADEE VENTURES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
#208-828 Harbourside Drive
North Vancouver, B.C. Canada V7P 3R9
(Address of principal executive offices, including zip code.)
(604)904-8481
(Telephone number, including area code)
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)
Check whether the issuer (1) 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 last 90 days. YES [X] NO [ ]
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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 36,000,000 shares as of March 31,
2008
ITEM 1. FINANCIAL STATEMENTS
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Balance Sheet
(Expressed in U.S. Dollars)
Unaudited as of Audited as of
March 31, December 31,
2008 2007
-------- --------
A S S E T S
CURRENT ASSETS
Cash $ 21,716 $ 25,018
Prepaid Expenses 140 --
-------- --------
Total Current Assets 21,856 25,018
-------- --------
Total Assets $ 21,856 $ 25,018
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 2,770 5,450
-------- --------
Total Current Liabilities 2,770 5,450
-------- --------
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 36,000
Additional Paid-in-Capital 18,000 18,000
Deficit accumulated during exploration stage (34,914) (34,432)
-------- --------
Total Stockholders' Equity 19,086 19,568
-------- --------
Total Liabilities and Stockholders' Equity $ 21,856 $ 25,018
======== ========
The accompanying notes are an integral part of
these interim financial statements.
2
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited)
Period from
September 26, 2006
Three Months Three Months (Date of inception)
Ended Ended through
March 31, March 31, March 31,
2008 2007 2008
----------- ----------- -----------
REVENUES:
Revenues $ -- $ -- $ --
----------- ----------- -----------
Total Revenues -- -- --
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000
Impairment of mineral property -- -- 9,000
General and Adminstrative 482 2,300 5,259
Professional Fees -- 1,500 10,655
----------- ----------- -----------
Total Expenses 482 3,800 34,914
----------- ----------- -----------
Net loss from Operations (482) (3,800) (34,914)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
----------- ----------- -----------
Net Income (Loss) for the period $ (482) $ (3,800) $ (34,914)
=========== =========== ===========
Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00)
----------- ----------- -----------
Weighted Average number of Common Shares
used in per share calculations 36,000,000 5,752,577 27,391,304
=========== =========== ===========
The accompanying notes are an integral part of
these interim financial statements.
3
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Statement of Stockholders' Equity
For the period from September 26, 2006 (inception) to March 31, 2008
(Expressed in U.S. Dollars)
$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 (audited) -- -- -- (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 (audited) -- -- -- (27,267) (27,267)
---------- -------- -------- --------- --------
Balance, December 31, 2007 36,000,000 36,000 18,000 (34,432) 19,568
---------- -------- -------- --------- --------
Net Loss for the Period (unaudited) -- -- -- (482) (482)
---------- -------- -------- --------- --------
Balance, March 31, 2008 36,000,000 $ 36,000 $ 18,000 $ (34,914) $ 19,086
========== ======== ======== ========= ========
The accompanying notes are an integral part of
these interim financial statements.
4
SAWADEE VENTURES, INC.
(An Exploration Stage Enterprise)
Statement of Cash Flows
(Expressed in U.S. Dollars)
Period from
September 26, 2006
Three Months Three Months (Date of inception)
Ended Ended through
March 31, March 31, March 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (482) $ (3,800) $(34,914)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property -- -- 9,000
Prepaid Expenses (140) -- (140)
Accounts Payable and Accrued Liabilities (2,680) (2,000) 2,770
-------- -------- --------
Net Cash Provided from Operating Activities (3,302) (5,800) (23,284)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property option payment -- -- (9,000)
-------- -------- --------
Net Cash Used in Investing Activities -- -- (9,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for cash -- -- 54,000
-------- -------- --------
Net Cash Provided from Financing Activities -- -- 54,000
-------- -------- --------
Net Increase (Decrease) in Cash (3,302) (5,800) 21,716
-------- -------- --------
Cash, Beginning of the Period 25,018 14,000 --
-------- -------- --------
Cash, End of the Period $ 21,716 $ 8,200 $ 21,716
======== ======== ========
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 interim financial statements.
5
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
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 March 31, 2008, 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 $34,914 for
the period from September 26, 2006 (Date of Inception) through March 31, 2008
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.
6
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
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 carryover 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 March 31, 2008, 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.
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.
7
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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.
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.
8
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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.
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.
9
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
2. PROPERTY AND EQUIPMENT
As of March 31, 2008, 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.
The cost of the mineral property option was initially capitalized. The Company
has recognized an impairment loss of $5,000, 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
10
SAWADEE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
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 March 31, 2008 there are no other related party transactions between the
Company and any officers other than those mentioned above.
6. STOCK OPTIONS
As of March 31, 2008, 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.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $482 and $3800 for the three-month periods
ended March, 2008 and 2007, respectively. These expenses consisted of general
and administrative expenses.
At March 31, 2008, we had cash on hand of $21,716. At the same date, our total
assets were $21,856 and our liabilities were $2,770 in accounts payable.
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.
The following table provides selected financial data about our company for the
period from the date of incorporation through March 31, 2008.
12
Balance Sheet Data: 3/31/08
------------------- -------
Cash $21,716
Total assets $21,856
Total liabilities $ 2,770
Shareholders' equity $19,086
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
We currently have $21,716 cash on hand and prepaid expenses of $140 which
comprises our total assets. We believe that we can meet our cash needs for the
next twelve months.
PLAN OF OPERATION
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 $10,000 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 $20,000.
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
Geological supervision 10,000
Data evaluation and reporting 5,000
Contingency 5,000
subtotal 100,000
-------
Grand Total 120,000
=======
13
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 claims. The 2007 assessment work consisted of the
collection of several rock samples along both new and old road cuts, collection
of rock samples for bench scale I.P testing and assaying to determine possible
indicator or related elements. To date the results from this exploration program
appear to have not identified a commercially viable mineral deposit. We are
awaiting a complete report of the findings from this work.
Subject to the availability of the appropriate contractors, in summer 2008 we
plan to continue phase one work with a proposed Induced Polarization (I.P) test
line to test whether or not I.P could be effective in determining areas of
potential higher grade within the large alteration system. We can provide no
assurances that we will be successful in engaging contractors in a timely period
to complete the phase one exploration program.
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.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including the chief executive officer and the chief financial
officer, 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 Exchange Act of 1934, as amended (the "Exchange Act"). Based upon
that evaluation, our chief executive officer and chief financial officer
concluded that the company's disclosure controls and procedures are effective,
as of March 31, 2008, in ensuring that material information relating to us
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
14
periods specified in the SEC rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in reports it files or submits
under the Securities Exchange Act is accumulated and communicated to management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There was no change in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibit Description Method of Filing
- ------- ----------- ----------------
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
SB-2 filed with the SEC on February 5, 2007.
3.2 Bylaws Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
SB-2 filed with the SEC on February 5, 2007.
31.1 Certification of Chief Executive Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Filed electronically
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Filed electronically
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, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 12, 2008.
Sawadee Ventures, Inc., Registrant
By: /s/ Douglas E. Ford
-------------------------------------
Douglas E. Ford, Director, President,
Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
16