UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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)
9003 Reseda Boulevard, Suite 205A, Northridge, CA 91324
(Address of principal executive offices, including zip code)
(818)882-7177
(Telephone number, including area code)
#208-828 Harbourside Drive, North Vancouver, B.C. Canada V7P 3R9
(Former Address of principal executive offices, including zip 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 October 23,
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
September 30, December 31,
2008 2007
-------- --------
A S S E T S
CURRENT ASSETS
Cash $ 16,959 $ 25,018
-------- --------
Total Current Assets 16,959 25,018
-------- --------
Total Assets $ 16,959 $ 25,018
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 2,811 5,450
-------- --------
Total Current Liabilities 2,811 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 (39,852) (34,432)
-------- --------
Total Stockholders' Equity 14,148 19,568
-------- --------
Total Liabilities and Stockholders' Equity $ 16,959 $ 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
Nine Months Three Months Nine Months Three Months (Date of inception)
Ended Ended Ended Ended through
September 30, September 30, September 30, September 30, September 30,
2008 2008 2007 2007 2008
----------- ----------- ----------- ----------- -----------
REVENUES:
Revenues $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
Total Revenues -- -- -- -- --
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000 10,000 10,000
Impairment of mineral property -- -- -- -- 9,000
General and Administrative 2,035 1,138 6,287 2,642 6,812
Professional Fees 3,385 1,755 1,500 -- 14,040
----------- ----------- ----------- ----------- -----------
Total Expenses 5,420 2,893 17,787 12,642 39,852
----------- ----------- ----------- ----------- -----------
Net loss from Operations (5,420) (2,893) (17,787) (12,642) (39,852)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss) for the period $ (5,420) $ (2,893) $ (17,787) $ (12,642) $ (39,852)
=========== =========== =========== =========== ===========
Basic and Diluted Earnings Per
Common Share (0.00) (0.00) (0.00) (0.00) (0.00)
----------- ----------- ----------- ----------- -----------
Weighted Average number of Common
Shares used in per share calculations 36,000,000 36,000,000 29,316,176 36,000,000 29,534,694
=========== =========== =========== =========== ===========
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 September 30, 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 18,000,000 18,000 -- -- 18,000
on December 1, 2006
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 18,000,000 18,000 18,000 -- 36,000
on April 12, 2007
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) -- -- -- (5,420) (5,420)
---------- -------- -------- --------- --------
Balance, September 30, 2008 (unaudited) 36,000,000 $ 36,000 $ 18,000 $ (39,852) $ 14,148
========== ======== ======== ========= ========
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
Nine Months Three Months Nine Months Three Months September 26, 2006
Ended Ended Ended Ended (Date of inception) to
September 30, September 30, September 30, September 30, September 30,
2008 2008 2007 2007 2008
-------- -------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (5,420) $ (2,893) $(17,787) $(12,642) $(39,852)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property -- -- -- -- 9,000
Prepaid Expenses
Accounts Payable and Accrued Liabilities (2,639) 546 (2,400) -- 2,811
-------- -------- -------- -------- --------
Net Cash Provided from Operating Activities (8,059) (2,347) (20,187) (12,642) (28,041)
-------- -------- -------- -------- --------
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 -- -- 36,000 -- 54,000
-------- -------- -------- -------- --------
Net Cash Provided from Financing Activities -- -- 36,000 -- 54,000
-------- -------- -------- -------- --------
Net Increase (Decrease) in Cash (8,059) (2,347) 15,813 (12,642) 16,959
Cash, Beginning of the Period 25,018 19,306 14,000 42,455 --
-------- -------- -------- -------- --------
Cash, End of the Period $ 16,959 $ 16,959 $ 29,813 $ 29,813 $ 16,959
======== ======== ======== ======== ========
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
THE COMPANY'S 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 of merit. The Company entered into a Mineral Property
Purchase Agreement (the "MPPA") with a private British Columbia company, whereby
the Company obtained an option to acquire a total of 3 mining claims located in
the Vernon Mining District of British Columbia. During the period ending
September 30, 2008, the Company terminated the MPPA and relieved itself from any
further obligations thereunder.
On September 12, 2008 Douglas Ford resigned as our President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result on September 12,
2008 we appointed Rachna Khanna as President, Chief Executive Officer,
Treasurer, and Chief Financial Officer of the Company. Additionally, Ms. Khanna
was appointed a director of the Company.
Our board of directors is now comprised of Douglas Ford and Rachna Khanna.
THE COMPANY TODAY
The Company is currently a development stage company reporting under the
provisions of Statement of Financial Accounting Standard ("FASB") No. 7,
"Accounting and Reporting for Development Stage Enterprises."
Since September 29, 2008, our purpose has been to serve as a vehicle to acquire
an operating business and we are currently considered a "shell" company inasmuch
as we are not generating revenues, do not own an operating business, and have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business. We have no employees and no
material assets.
MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada Secretary of State on September 26, 2006, indicating Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial
list of officers filed with the Nevada Secretary of State on November 3, 2006,
indicates the sole director Douglas Ford as the President, Secretary, and
Treasurer. On September 12, 2008 Douglas Ford resigned as our President, Chief
Executive Officer, Treasurer, and Chief Financial Officer. As a result on
September 12, 2008 we appointed Rachna Khanna as President, Chief Executive
Officer, Treasurer, and Chief Financial Officer of the Company. Additionally,
Ms. Khanna was appointed a director of the Company.
Our board of directors is now comprised of Douglas Ford and Rachna Khanna.
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)
GOING CONCERN - The Company has incurred net losses of approximately $39,852 for
the period from September 26, 2006 (Date of Inception) through September 30,
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.
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
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)
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 September 30, 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. 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 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 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. As of September 30, 2008,
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 March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
ffect an entity's financial position, results of operations, and cash flows. We
do not expect that the adoption of SFAS 161 will have a material impact on our
financial condition or results of operation.
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
9
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)
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.
Management believes recently issued accounting pronouncements will have no
impact on the financial statements of Sawadee.
2. PROPERTY AND EQUIPMENT
As of September 30, 2008, the Company does not own any property and/or
equipment.
3. MINERAL PROPERTY
During the period ending September 30, 2008,, the Company terminated its Mineral
Property Purchase Agreement with Cazador Resources Ltd., a private British
Columbia company. The Company has relieved itself from any further obligations
under the Mineral Property Purchase Agreement.
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
As of September 30, 2008 there are no other related party transactions between
the Company and any officers other than those mentioned above.
6. STOCK OPTIONS
As of September 30, 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.
10
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 $5,420 and $2,893 for the three-month periods
ended September 2008 and 2007, respectively. These expenses consisted of general
and administrative expenses.
At September 30, 2008, we had cash on hand of $16,959, being our total assets,
and our liabilities were $2,811 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 September 30, 2008.
11
Balance Sheet Data: 9/30/08
------------------- -------
Cash $16,959
Total assets $16,959
Total liabilities $ 2,811
Shareholders' equity $14,148
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 $16,959 cash on hand which comprises our total assets. We
believe that we can meet our cash needs for the next twelve months. Our present
material commitments are professional and administrative fees and expenses
associated with the preparation of our filings with the U.S. Securities and
Exchange Commission
PLAN OF OPERATION
Sawadee Ventures Inc., a Nevada corporation, was incorporated in the State of
Nevada on September 26, 2006 to engage in the acquisition, exploration and
development of natural resource properties of merit. We entered into a Mineral
Property Purchase Agreement (the "MPPA") with a private British Columbia
company, whereby we obtained an option to acquire a total of 3 mining claims
located in the Vernon Mining District of British Columbia. During the period
ending September 30, 2008, we terminated the MPPA and relieved the company from
any further obligations thereunder.
On September 12, 2008 Douglas Ford resigned as our President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result on September 12,
2008 we appointed Rachna Khanna as President, Chief Executive Officer,
Treasurer, and Chief Financial Officer of the Company. Additionally, Ms. Khanna
was appointed a director of the Company.
Since September 29, 2008, our purpose has been to serve as a vehicle to acquire
an operating business and we are currently considered a "shell" company inasmuch
as we are not generating revenues, do not own an operating business, and have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business. We have no employees and no
material assets.
Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We have no
operating business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.
A common reason for a Merger Target to enter into a merger with us is the desire
to establish a public trading market for its shares. Such a company would hope
to avoid the perceived adverse consequences of undertaking a public offering
12
itself, such as the time delays and significant expenses incurred to comply with
the various Federal and state securities law that regulate initial public
offerings.
As a result of our limited resources, we expect to have sufficient proceeds to
effect only a single business combination. Accordingly, the prospects for our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.
We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.
During the next twelve months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) costs relating to identifying and consummating a transaction with a
Merger Target.
We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Our officer and directors are only required to devote a small portion of their
time (less than 10%) to our affairs on a part-time or as-needed basis. No
regular compensation has, in the past, nor is anticipated in the future, to be
paid to any officer or director in their capacities as such. We do not
anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.
We expect our present management to play no managerial role in our company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
13
Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with an
operating business. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business. The analysis of new business opportunities
will be undertaken by or under the supervision of our officer and directors.
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 June 30, 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
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.
ITEM 5. OTHER INFORMATION.
On September 12, 2008 Douglas Ford resigned as our President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result on September 12,
2008 we appointed Rachna Khanna as President, Chief Executive Officer,
Treasurer, and Chief Financial Officer of our company. Additionally, Ms. Khanna
was appointed a director of the company.
Our board of directors is now comprised of Douglas Ford and Rachna Khanna.
Ms. Khanna is a licensed realtor in the state of California, and is a versatile
and innovative individual with 15 years experience in Sales, Promotional
Planning, Event Marketing, and Channel Marketing. Ms. Khanna holds a Bachelor of
Arts in Communication Studies from California State University.
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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.
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 October 23, 2008.
Sawadee Ventures, Inc., Registrant
By: /s/ Rachna Khanna
-----------------------------------------
Rachna Khanna, Director, President,
Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer
By: /s/ Douglas Ford
-----------------------------------------
Douglas Ford, Director
15