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                                  UNITED STATES
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                      THE SECURUTIES EXCHANGE ACT OF 1934

                    For the fiscal year ended August 31, 2012

                        Commission File Number 000-53987

                            SANOOK ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

         (State or other jurisdiction of incorporation or organization)

                                   28/14 Moo 3
                                Bophut, Koh Samui
                           Suratthani, Thailand 84320
          (Address of principal executive offices, including zip code)

                     (Telephone number, including area code)

                         Resident Agents of Nevada, Inc.
                           711 S. Carson Street, Ste 4
                            Carson City, Nevada 89701
                                  775 882 4641
            (Name, address and telephone number of agent for service)

           Securities registered pursuant to Section 12(b) of the Act:

           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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

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 November 28, 2012, the registrant had 10,000,000 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 November 28, 2012.

SANOOK ENTERPRISES, INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 8 Item 1B. Unresolved Staff Comments 11 Item 2. Properties 11 Item 3. Legal Proceedings 11 Item 4. Mine Safety Disclosures 11 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12 Item 6. Selected Financial Data 14 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16 Item 8. Financial Statements 17 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 26 Item 9A(T). Controls and Procedures 26 Item 9B. Other Information 27 Part III Item 10. Directors, Executive Officers and Corporate Governance 28 Item 11. Executive Compensation 29 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 30 Item 13. Certain Relationships and Related Transactions, and Director Independence 32 Item 14. Principal Accounting Fees and Services 32 Part IV Item 15. Exhibits 33 Signatures 33 2
PART I FORWARD LOOKING STATEMENTS This annual report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the "Risk Factors" section and elsewhere in this report. All written forward-looking statements made in connection with this Form 10-K 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 harbors 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 harbors set forth under the Reform Act are unavailable to us. ITEM 1. BUSINESS GENERAL INFORMATION ABOUT OUR COMPANY Sanook Enterprises was incorporated in the State of Nevada on September 28, 2006. We were formed to market golf travel packages in Thailand. Sanook will recommend golf packaged tours at any of the golf Thailand destinations, or create a custom package tour for the client, combining two, or more locations if desired. We initially planned to market our golf packages to North America via a website, direct mail and through relationships that our Director, Robin Mulholland has developed from his years of experience in the golf industry. We are a development stage company and have not yet opened for business or generated any revenues. Our limited operations have consisted of the formation of our business plan, identification of our target market, fund raising and marketing programs. In addition to the global economic crisis, Thailand continues to experience social and political unrest and as a result, tourism in Thailand continues to suffer. The global economic situation continues to be very difficult with most countries experiencing recession type struggles, which has been very detrimental to vacation travel. We will continue to monitor this situation and continue to analyze our marketing expenditures and if we begin to generate profits we will gradually increase our marketing programs. Currently our President devotes approximately 10 hours a week to the company. We have been issued a "substantial doubt" going concern opinion from our auditors and our only asset is our cash balance of $1,094. 3
Our administrative offices are currently located at the premises of our President, Robin Mulholland, which he provides to us on a rent free basis at 28/14 Moo 3, Bophut, Koh Samui, Suratthani, Thailand, 84320. We plan to use these offices until we require larger space. Our registered statutory office is located at 711 S. Carson Street, Suite 4, Carson City, Nevada 89701. Our fiscal year end is August 31. INDUSTRY BACKGROUND "Taking a golf vacation used to mean either barnstorming with your pals or getting away with your spouse to an all-inclusive resort." According to Travel and Leisure Golf Magazine, (September 2007 issue) "as luxury travel becomes more tailored to individual (and expanding) tastes, tour operators are increasingly offering golfers customized itineraries around the globe. Tour companies are designing golf and cultural trips in countries seldom associated with the game." Thailand, one the most fascinating and exotic tourist destinations in the world, is gaining a deserved reputation for providing unique golf vacations. Golf is played in an exclusive and special atmosphere, where a culture has remained undiluted over the centuries. With excellent and modern facilities, infrastructure and roads, Thailand's golf club facilities are superior to many of their European counterparts. The courses are superbly maintained and manicured, with impressive clubhouses offering excellent facilities. With nearly 200 golf courses, with the majority being located in the most popular tourist destinations - Bangkok, Pattaya, Hua Hin, Phuket, and Chiang Mai - golf in Thailand has been one of Asia's best kept secrets. Many have been designed by professionals like Jack Nicklaus, Nick Faldo, Gary Player, Greg Norman, Pete Dye, and Robert Trent Jones. With the large number of golf courses dispersed throughout the country, the courses are rarely overcrowded. Bangkok alone has 60 golf courses to choose from in the city and surrounding areas. Depending on their requirements, there are a number of choices where a golfer can base themselves for their vacation. From playing golf in the bustling city-atmosphere of Bangkok, to relaxing and enjoying the beautiful beaches and golf in Phuket and Koh Samui. PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS Our initial focus is to first concentrate our packages on 3 popular locations where our director has experience and contacts. We will have pre-packaged tours for clients to choose from at these destinations, or we can create a custom package tour, combining two, or more, locations if desired. In each area the basic packages will quote 3 courses and 3 hotels, based on low, medium and high cost offerings. The 3 areas in which we are initially offering tours to include Bangkok, Phuket, and Koh Samui, Thailand. BANGKOK Bangkok, the capital of Thailand, is the 22nd most populous city in the world. It has long been the gateway to Asia for foreign interests seeking new markets. The city is a major economic and financial center of Southeast Asia. It has one of the fastest rates in the world for construction of high rise buildings. The 4
city's wealth of cultural sites makes it one of the world's most popular tourist destinations. Bangkok offers the highest density of golf courses and world-class spa and hotel accommodations in Thailand. Excellent restaurants offering foods from every part of the world are in abundance. It is also a great place for sightseeing. A multitude of Buddhist temples (Wat), the most magnificent ones being Wat Phra Kheaw (Temple of the Emerald Buddha), Wat Benchamabopit (Marble Temple) and Wat Arun (Temple of Dawn) near the majestic Chao Phraya River. Entertainment and nightlife is also well known with famous streets of Pat Pong and Sukhumvit having a huge variety of bars, restaurants and shopping markets all in the same area. PHUKET An hour's flight from Bangkok lies Phuket - Asia's most popular beach destination. This "Dream Island" is known for its tropical palm-fringed beaches, unique limestone caves and formations in picturesque Phang Nga Bay, top hotels and terrific golf courses. Phuket offers world class diving in the Andaman Sea, golf at world-standard championship courses and eco-adventures in tropical forests and to waterfalls. Phuket also has a vibrant nightlife in Patong Beach and many excellent restaurants. KOH SAMUI Koh Samui, the beautiful island of the coconut trees, is the third largest Thai island. It is located approximately 320 miles south of Bangkok and is only an hour's fight away. Direct international flights to Koh Samui are now available from Singapore, Malaysia and Singapore, with others coming soon. The island has several well known beaches, the most popular and beautiful being Chewang Beach with a 4 kilometer stretch of golden. The unique aspect of Koh Samui Beaches is that many resorts are actually right on the beach. Koh Samui also has many sister islands including Koh Phangan and Koh Tao, one of the top diving islands in Asia. Koh Samui offers a peaceful and relaxing golf vacation in a more secluded setting. There is a vast selection of interesting places to visit and sights to see including ancient Buddha images, modern colorful temples and beautiful waterfalls. The white sandy beaches are fringed with coconut palms; with top hotels located close by. Koh Samui also offers many unique dining experiences, including fresh seafood dishes and a variety of seasonal tropical fruits. The island is now host to a championship standard course in Santiburi Samui Country Club, which has stunning views of the ocean and sister island Koh Phangan and is earning the distinction as one of the top Thailand golf courses. It also has a beautiful 9 hole par three course, Bophut Hills and another stunning course built in the Mountains of Lamai, Royal Samui Golf and Country Club. This course offers breathtaking ocean views of Chewang, Lamai and the neibhboring islands in the background, and with many drastic drops and raises n elevation, the course provides many panoramic and stunning views of adjacent and neighboring holes. Our director is familiar with the country's best courses and will make recommendations in accordance with a client's expectations, playing abilities and budget, guaranteeing the best value for the money. 5
We will work with each client to compile their itinerary as per the client's requirements. This will include: * Air/Land Transfers & Transportation within Thailand * Hotel Accomodations * Golf Tee Times We can also assist with recommendations for sightseeing excursions or whatever else the client might desire. We will utilize our website as a focal point in our marketing efforts. In the future we may advertise in golf publications, develop marketing brochures for use in direct mail campaigns and attend golf trade shows and conventions. DISTRIBUTION METHODS We initially plan to market to golfers utilizing our website. STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS We have not publicly announced any new products. COMPETITION We expect to face significant competition in the golf tourism industry. This would include traditional travel agencies, internet travel sites and established golf tourism companies. Many of these competitors have greater financial, marketing and other resources, as well as more experience in the golf tourism industry. We cannot guarantee that we will be able to compete effectively and because we have not yet begun operations we do not have a competitive position relative to these other companies. Our competitors include, and We hope to compete on the basis of price, quality and personalized service. Our operations and our ability to generate revenues will be harmed if we are unable to establish a reputation as a provider of quality golf tourism services. SOURCES AND AVAILABILITY OF PRODUCTS There are numerous golf courses and hotels in Thailand. We anticipate utilizing many different courses and hotels based upon the requirements of the individual traveler. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS We feel that, because of the potential wide base of customers for our services, we will not rely on one or few major customers. 6
PATENTS AND TRADEMARKS We do not have, nor do we intend to apply for in the near future, any patents or trademarks. We will assess the need for any patents or trademarks on a continuing basis. NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS We do not require any government approval for our services. GOVERNMENT AND INDUSTRY REGULATION We will be subject to federal laws and regulations that relate directly or indirectly to our operations including securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business. RESEARCH AND DEVELOPMENT ACTIVITIES Other than time spent researching our proposed business we have not spent any funds on research and development activities to date. We do not currently plan to spend any funds on research and development activities in the future. ENVIRONMENTAL LAWS Our operations are not subject to any environmental laws. EMPLOYEES AND EMPLOYMENT AGREEMENTS We currently have one employee, our executive officer, Robin Mulholland who currently devotes 10 hours a week to our business and is responsible for the primary operation of our business. There are no formal employment agreements between the company and our current employee. 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 for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q 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 ( that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 7
ITEM 1A. RISK FACTORS ROBIN MULHOLLAND, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES APPROXIMATELY 10 HOURS PER WEEK TO COMPANY MATTERS. HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE. THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS. Our business plan does not provide for the hiring of any additional employees until sales will support the expense. Until that time the responsibility of developing the company's business and fulfilling the reporting requirements of a public company all fall upon Robin Mulholland. While he has business experience including management and accounting, he does not have experience in a public company setting, including serving as a principal accounting officer or principal financial officer. We have not formulated a plan to resolve any possible conflict of interest with his other business activities. In the event he is unable to fulfill any aspect of his duties to the company we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN OPERATING HISTORY, AN INVESTMENT IN OUR SHARES IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS. Our company was incorporated in September 2006; and we have not yet realized any revenues. We have limited operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of investor's shares. WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A TOTAL LOSS OF INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS. We have not yet sold any of our golf travel packages and have not yet generated any revenues from operations. In order for us to continue with our plans we must generate revenue from operations. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, investors could lose all of their investment if we are not successful in our proposed business plans. OUR CONTINUED OPERATIONS DEPEND ON THE PUBLIC'S ACCEPTANCE OF OUR GOLF TRAVEL PACKAGES. IF THE PUBLIC DOESN'T FIND OUR PACKAGES DESIRABLE AND SUITABLE FOR PURCHASE AND WE CANNOT ESTABLISH A CUSTOMER BASE, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH WOULD RESULT IN A FAILURE OF OUR BUSINESS. 8
The ability to develop golf travel packages that the public finds desirable and willing to purchase is critically important to our success. We cannot be certain that the packages that we will be offering will be appealing to public and as a result there may not be any demand for these packages and our sales could be limited and we may never realize any revenues. In addition, there are no assurances that if we alter or change our packages in the future that the public's demand for these new offering will develop and this could adversely affect our business and any possible revenues. THE LOSS OF THE SERVICES OF ROBIN MULHOLLAND COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR GOLF TRAVEL PACKAGES. Our performance is substantially dependent upon the professional expertise of our President, Robin Mulholland. Mr. Mulholland has extensive contacts and experience in the golf industry and we are dependent on his abilities to develop and market our golf travel packages. If he were unable to perform his services, this loss of the services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace him with another individual qualified to develop and market our golf travel packages. The loss of his services could result in a loss of revenues. THE GOLF TRAVEL INDUSTRY IS HIGHLY COMPETITIVE. IF WE CANNOT DEVELOP AND MARKET A DESIRABLE OFFERING OF GOLF TRAVEL PACKAGES THAT THE PUBLIC IS WILLING PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS MAY BE ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY REVENUES. The golf travel industry is intensely competitive. We will compete against a number of large well-established companies with greater name recognition, a more comprehensive offering of services, and with substantially larger resources than ours; including financial and marketing. In addition to these large competitors there are numerous smaller operations that have developed and are marketing golf travel services. Our competitors include, by way of example,, and There can be no assurance that we can compete successfully in this complex and changing market. If we cannot successfully compete in this highly competitive industry, we may never be able to generate revenues or become profitable. THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE GOLF TRAVEL INDUSTRY AND BECAUSE WE DO NOT CURRENTLY HAVE ANY PATENT OR TRADEMARK PROTECTION FOR OUR PROPOSED GOLF TRAVEL PACKAGES, THERE IS NO GUARANTEE SOMEONE ELSE WILL NOT DUPLICATE OUR IDEAS AND BRING THEM TO MARKET BEFORE WE DO, WHICH COULD SEVERELY LIMIT OUR PROPOSED SALES AND REVENUES. We believe our golf travel packages are unique and desirable; however, we currently have no patents or trademarks for our packages or brand name. As business operations become established, we may seek such protection; however, we currently have no plans to do so. Since we have no patent or trademark rights unauthorized persons may attempt to copy aspects of our business, including our web site design or functionality, golf travel package information or marketing materials. Any encroachment upon our corporate information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or 9
have a detrimental effect on our business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations. WEATHER CONDITIONS CAN AFFECT THE GOLF TRAVEL INDUSTRY WHICH COULD REDUCE THE AVAILABILITY OF OUR SERVICES AND LIMIT OUR PROPOSED SALES AND REVENUE. Weather conditions, such as rain, may affect the time available for the use of our services. The rainy season in Thailand is generally from June through to September. It can vary by location; Samui is rainy in October, November and half of December. Most days there are downpours, and the timing is unpredictable, but they tend to last not more than an hour. However, the rain very rarely leads to abandonment of the game, and after taking some shelter, the game can be resumed as the courses dry out remarkably quick. If our available days on the golf course are reduced, we may not be able to schedule enough of our packages to be profitable, which could adversely affect our operating results. OUR BUSINESS OPERATIONS COULD BE SEVERELY IMPACTED OR SHUT DOWN AS A RESULT OF POLITICAL OR ECONOMIC INSTABILITY AND/OR TERRORIST ACTIVITIES, WHICH COULD RESULT IN A TOTAL LOSS OF ANY INVESTMENT YOU MAKE IN OUR SHARES. The terrorist situation in southern Thailand has worsened, the government has issued statements with concerns that the violence is expected to intensify in the south after recent Muslim deaths amid a violent backlash from militants. Tight control by the government helps to limit internal interracial tensions, however, any terrorist or threatened terrorist activities in or near where we offer our travel packages could severely restrict our business operations and reduce possible revenues. At this time, there are no threats or pending threats to the areas where we plan to conduct our operations or where the courses are located. Any adverse changes to the current economy, political climate, currency, environment for foreign businesses or security could result in the closure of our business and loss of revenues. WE ARE SUBJECT TO THE MANY RISKS OF DOING BUSINESS INTERNATIONALLY, INCLUDING BUT NOT LIMITED TO THE DIFFICULTY OF ENFORCING LIABILITIES IN FOREIGN JURISDICTIONS. We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. In addition, we are registered as a foreign corporation doing business in Thailand and are subject to the local laws of Thailand governing investors' ability to bring actions in foreign courts and enforce liabilities against a foreign private issuer, or any person, based on U.S. federal securities laws. Generally, a final and conclusive judgment obtained by investors in U.S. courts would be recognized and enforceable against us in the Thai courts having jurisdiction without reexamination of the merits of the case. 10
Since our officer and director resides outside the United States, substantially all or a portion of his assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon him or to enforce against him judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. BECAUSE WE OPERATE IN A FOREIGN COUNTRY, OUR BUSINESS IS SUBJECT TO FOREIGN CURRENCY FLUCTUATIONS AND RISKS WHICH COULD SEVERELY IMPACT OUR REVENUES AND RESULTS OF OPERATIONS. A portion of our business will be conducted in a currency other than the U.S. Dollar, however, the Thai Baht has traded in a fairly narrow range over the past several years, so we currently only have limited exposure to exchange rate fluctuations. At some point in the future, the exchange rate could fluctuate substantially more which would cause us exposure to exchange rate risk, as our profits would then be subject to exchange rate fluctuations. Any broad-based regional currency crisis - possibly caused by a revaluation of the Chinese Renminbi - could cause a major shift in the exchange rate, as could a dramatic collapse of the US dollar. If in the future, there are much wider fluctuations in the exchange rate, we may attempt to reduce our transaction and translation gains and losses associated with converting foreign currency into U.S. Dollars by entering into foreign exchange forward contracts to hedge certain transaction and translation exposures. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We do not currently own any property. We are currently operating out of the premises of our President, Robin Mulholland on a rent free basis during our development stage. The office is at 28/14 Moo 3, Bophut, Koh Samui, Suratthani, Thailand 84320. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company. ITEM 3. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions. ITEM 4. MINE SAFETY DISCLOSURES None. 11
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares are currently listed for quotation on the Over-the-Counter Bulletin Board (OTCBB) under the symbol "SOKE". There has been no active trading of our shares as of the date of this report. 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 12
- 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; - 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. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans. SECTION 16(a) Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any individual who failed to file a required report on a timely basis required by Section 16(a) of the Securities Exchange Act of 1934. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS There were no purchases of shares of our common stock by us or any affiliated purchasers during the year ended August 31, 2012. 13
ITEM 6. SELECTED FINANCIAL DATA N/A ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are still in our development stage and have generated no revenue to date. We incurred operating expenses of $28,972 and $12,652 for the years ended August 31, 2012 and 2011, respectively. These expenses consisted of general and administrative expenses. At August 31, 2012, we had cash on hand of $1,094 and $30,372 in outstanding liabilities. Cash provided by financing activities from inception through August 31, 2012 was $52,000 consisting of $12,000 from the sale of our common stock to our director who purchased 2,500,000 shares of our common stock at $0.002 per share on September 28, 2006 and 3,500,000 shares of our common stock at $0.002 per share on May 30, 2007 and on June 16, 2008, management completed its S-1 registered offering by selling 4,000,000 common shares at $.01 per share to raise capital of $40,000. The following table provides selected financial data about our company for the period from the date of incorporation through August 31, 2012 and 2011. Balance Sheet Data: 8/31/12 8/31/11 ------------------- ------- ------- Cash $ 1,094 89 Total assets $ 1,094 89 Total liabilities $ 30,372 395 Shareholders' equity $ (29,278) (306) 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 $1,094 cash in the bank which comprises our total assets. Management believes that the current cash will not be sufficient to fund operations for the next twelve months. If necessary our director has agreed to loan the company funds in the event we experience a shortfall of available cash for our limited operating expenses. We currently have no plans to hire additional employees in the next twelve months unless sales are sufficient to cover the cost. 14
OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. PLAN OF OPERATION PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS The following milestones are estimates only. The working capital requirements and the projected milestones are approximations only and subject to adjustment based on costs and needs. Our twelve month budget is based on minimum operations which will be completely funded by our cash on hand. In addition to the global economic crisis, Thailand continues to experience social and political unrest and as a result, tourism in Thailand continues to suffer. The global economic situation continues to be very difficult with most countries experiencing recession type struggles, which has been very detrimental to vacation travel. We will continue to monitor this situation and continue to analyze our marketing expenditures and if we begin to generate profits we will gradually increase our marketing programs. The costs associated with operating as a public company are included in our budget. Management will be responsible for the preparation of the required documents to keep the costs to a minimum. We plan to complete our milestones as follows: SEPTEMBER 2012 - FEBRUARY 2013 * We will continue to customize the golf packages offering low, med and high pricing based on the rates established with our golf, hotel and transportation suppliers. We will focus on developing a close relationship with the more expensive/exclusive hotels in Bangkok, Phuket and Koh Samui. We also anticipate that many customers are more flexible with their golfing requirements and as such, will be interested in playing different golf courses that provide a variety of experiences and varying price levels; including, scenery, proximity, amenities and playability. * We continue to work with our website developer to update our corporate website, as well as continually optimizing it for better search engine placement as part of our internet marketing strategy. * We will continue with limited marketing programs in Asia, with a focus on Hong Kong, Malaysia and Singapore. All three of these Asian countries are in close proximity and provide regular transportation access to Thailand as well as direct flights to all our golf destinations (Bangkok, Phuket and Koh Samui) thereby minimizing travel time and travel inconveniences. We believe that potential customers in these countries are familiar with Thailand and with the prices our golf and hotel packages being considerably lower than in these expensive countries, the opportunity to experience a golf vacation in exotic locations within Thailand will be in demand. * We will continue coordinating bookings and packages. 15
MARCH 2013 - AUGUST 2013 * We will continue to monitor the success of our marketing efforts. * We will leverage off of our marketing experiences; and we hope to increase our Asian coverage commencing a marketing program in Korea, Japan and Taiwan. These countries are again not far from Thailand and have regular transportation access, with direct flights to both Bangkok and Phuket, minimizing travel time and transportation connection issues. Golf in these countries is also very popular but very expensive and our packages will entice many of them to experience an affordable golf holiday in a tropical paradise. These countries are also familiar with their Asian neighbor Thailand and the tropical climate, friendly people, world class beaches and plethora of outstanding international restaurants. Our financial resources continue to diminish and we have not been able to generate any revenues. We will remain current in our corporate filings and obligations; while financial resources are available, we will continue to maintain operations and attempt to implement our corporate strategies as outlined above. We may decide that we cannot continue with our current business operations because of continued operational losses and or a lack of financial resources. In our efforts to enhance shareholder value we may investigate additional potential business opportunities that might be available to us. 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. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK N/A 16
ITEM 8. FINANCIAL STATEMENTS PLS CPA, A PROFESSIONAL CORPORATION * 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 * * TELEPHONE (858) 722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480 * E-MAIL * REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Sanook Enterprises, Inc. (A Development Stage Company) We have audited the accompanying balance sheets of Sanook Enterprises, Inc. (A Development Stage "Company") as of August 31, 2012 and 2011 and the related financial statements of operations, changes in shareholders' equity(deficit) and cash flows for the years ended August 31, 2012 and 2011, and for the period from September 28, 2006 (inception) to August 31, 2012. These financial statements are the responsibility of the Company's management. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit provides 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 Sanook Enterprises, Inc. as of August 31, 2012 and 2011, and the results of its operation and its cash flows for the years ended August 31, 2012 and 2011, and for the period from September 28, 2006 (inception) to August 31, 2012 in conformity with U.S. generally accepted accounting principles. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ PLS CPA --------------------------------- PLS CPA, A Professional Corp. November 29, 2012 San Diego, CA. 92111 17
SANOOK ENTERPRISES, INC. (A Development Stage Company) Balance Sheets -------------------------------------------------------------------------------- As of As of August 31, August 31, 2012 2011 -------- -------- ASSETS CURRENT ASSETS Cash $ 1,094 $ 89 -------- -------- TOTAL CURRENT ASSETS 1,094 89 -------- -------- TOTAL ASSETS $ 1,094 $ 89 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts Payable $ 2,872 $ 395 Loan Payble - Related Party 27,500 -- -------- -------- TOTAL CURRENT LIABILITIES 30,372 395 -------- -------- TOTAL LIABILITIES 30,372 395 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, ($0.001 par value, 75,000,000 shares authorized; 10,000,000 and 10,000,000 shares issued and outstanding as of August 31, 2012 and August 31, 2011 10,000 10,000 Additional paid-in capital ) 42,000 42,000 Deficit accumulated during development stage (81,278) (52,306) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (29,278) (306) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 1,094 $ 89 ======== ======== See Notes to Financial Statements 18
SANOOK ENTERPRISES, INC. (A Development Stage Company) Statements of Operations -------------------------------------------------------------------------------- September 28, 2006 (inception) Year ended Year ended through August 31, August 31, August 31, 2012 2011 2012 ------------ ------------ ------------ REVENUES Revenues $ -- $ -- $ -- ------------ ------------ ------------ TOTAL REVENUES -- -- -- PROFESSIONAL FEES 10,000 10,000 50,000 GENERAL & ADMINISTRATIVE EXPENSES 18,972 2,652 31,278 ------------ ------------ ------------ TOTAL GENERAL & ADMINISTRATIVE EXPENSES (28,972) (12,652) (81,278) ------------ ------------ ------------ NET INCOME (LOSS) $ (28,972) $ (12,652) $ (81,278) ============ ============ ============ BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,000,000 10,000,000 ============ ============ See Notes to Financial Statements 19
SANOOK ENTERPRISES, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity (Deficit) From September 28, 2006 (Inception) through August 31, 2012 -------------------------------------------------------------------------------- Deficit Accumulated Common Additional During Common Stock Paid-in Development Stock Amount Capital Stage Total ----- ------ ------- ----- ----- BALANCE, SEPTEMBER 28, 2006 -- $ -- $ -- $ -- $ -- Stock issued for cash on September 28, 2006 @ $0.002 per share 2,500,000 2,500 2,500 5,000 Stock issued for cash on May 30, 2007 @ $0.002 per share 3,500,000 3,500 3,500 7,000 Net loss, August 31, 2007 (852) (852) ---------- ------- ------- -------- -------- BALANCE, AUGUST 31, 2007 6,000,000 6,000 6,000 (852) 11,148 ========== ======= ======= ======== ======== Stock issued for cash on June 16, 2008 @ $0.01 per share 4,000,000 4,000 36,000 40,000 Net loss, August 31, 2008 (13,156) (13,156) ---------- ------- ------- -------- -------- BALANCE, AUGUST 31, 2008 10,000,000 10,000 42,000 (14,007) 37,993 ========== ======= ======= ======== ======== Net loss, August 31, 2009 (13,142) (13,142) ---------- ------- ------- -------- -------- BALANCE, AUGUST 31, 2009 10,000,000 10,000 42,000 (27,149) 24,851 ========== ======= ======= ======== ======== Net loss, August 31, 2010 (12,504) (12,504) ---------- ------- ------- -------- -------- BALANCE, AUGUST 31, 2010 10,000,000 10,000 42,000 (39,653) 12,347 ========== ======= ======= ======== ======== Net loss, August 31, 2011 (12,652) (12,652) ---------- ------- ------- -------- -------- BALANCE, AUGUST 31, 2011 10,000,000 10,000 42,000 (52,306) (306) ========== ======= ======= ======== ======== Net loss, August 31, 2012 (28,972) (28,972) ---------- ------- ------- -------- -------- BALANCE, AUGUST 31, 2012 10,000,000 $10,000 $42,000 $(81,278) $(29,278) ========== ======= ======= ======== ======== See Notes to Financial Statements 20
SANOOK ENTERPRISES, INC. (A Development Stage Company) Statements of Cash Flows -------------------------------------------------------------------------------- September 28, 2006 (inception) Year ended Year ended through August 31, August 31, August 31, 2012 2011 2012 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(28,972) $(12,652) $(81,278) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase in Accounts Payable 2,477 395 2,872 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (26,495) (12,257) (78,406) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Loan Payable - Related Party 27,500 -- 27,500 Issuance of common stock -- -- 52,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 27,500 -- 79,500 -------- -------- -------- NET INCREASE (DECREASE) IN CASH 1,005 (12,257) 1,094 CASH AT BEGINNING OF YEAR 89 12,347 -- -------- -------- -------- CASH AT END OF YEAR $ 1,094 $ 89 $ 1,094 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 21
SANOOK ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements August 31, 2012 -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Sanook Enterprises, Inc. (the Company) was incorporated under the laws of the State of Nevada on September 28, 2006. The Company was formed to engage in providing customers with custom golf packages at different locations in Thailand. The Company is in the development stage. Its activities to date have been limited to capital formation, organization, development of its business plan and partial development of its website. The Company has not commenced operations. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected an August 31, year-end. B. BASIC EARNINGS PER SHARE ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. C. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. D. USE OF ESTIMATES AND ASSUMPTIONS The preparation of 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring. 22
SANOOK ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements August 31, 2012 -------------------------------------------------------------------------------- E. INCOME TAXES Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. F. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. G. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. H. FOREIGN CURRENCY TRANSLATION The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Revenue and expenses are translated at average rates of exchange during the year. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss). The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. I. NEW ACCOUNTING PRONOUNCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company's financial statements. 23
SANOOK ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements August 31, 2012 -------------------------------------------------------------------------------- NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from September 28, 2006 (inception) to August 31, 2012 and generated a net loss of $81,278. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company is currently in the development stage and has minimal expenses. Management believes that the company's current cash of $1,094 is insufficient to cover the expenses they will incur during the next twelve. NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. NOTE 5. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. Robin Mulholland, sole officer and director of the Company, will provide the Company with use of office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available. Thus he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. INCOME TAXES As of August 31, 2012 --------------------- Deferred tax assets: Net operating tax carryforwards $ 27,635 Other 0 -------- Gross deferred tax assets 27,635 Valuation allowance (27,635) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. 24
SANOOK ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements August 31, 2012 -------------------------------------------------------------------------------- NOTE 7. NET OPERATING LOSSES As of August 31, 2012, the Company has a net operating loss carryforwards of approximately $81,278. Net operating loss carryforward expires twenty years from the date the loss was incurred. NOTE 8. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On September 28, 2006 the Company issued a total of 2,500,000 shares of common stock to one director for cash at $0.002 per share for a total of $5,000. On May 30, 2007 the Company issued a total of 3,500,000 shares of common stock to one director for cash at $0.002 per share for a total of $7,000. On June 16, 2008, management completed its SB-2 registered offering by selling 4,000,000 common shares at $.01 per share to raise capital of $40,000. As of August 31, 2012 the Company had 10,000,000 shares of common stock issued and outstanding. NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following class of capital stock as of August 31, 2012: * Common stock, $ 0.001 par value: 75,000,000 shares authorized; 10,000,000 shares issued and outstanding. 25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A(T). 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 accumulated and communicated to our management, including our principal executive and financial officer, and 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. MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. 26
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date. Management assessed the effectiveness of the Company's internal control over financial reporting as of Evaluation Date and identified the following material weaknesses: INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures. LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on the Company's Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report. CHANGES IN INTERNAL CONTROLS There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 27
PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees. The name, address, age and position of our officer and director is set forth below: Name and Address Age Position(s) ---------------- --- ----------- Robin Mulholland 44 President, Secretary, #3 67/5 Soi Mod Yim Chief Financial Officer, Bophut, Koh Samui Chief Executive Officer, Suratthani 84320 Thailand Sole Director The person named above has held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders. The officer and director is our only officer, director, promoter and control person. BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR Mr. Robin Mulholland has been president and CEO and Chairman of the Board of Directors of the company since inception. From January 1993 to December 1997, he was the General Manager of Meadowlands Golf and Country Club, a public golf course in Chilliwack, BC, Canada. From January 1997 to November 2002, he was the General Manager of Tsawwassen Golf and Country Club, a public Golf Course in Delta, BC, Canada. From March 2003 to the present he has been a partner and General Manager in Samui Beach Apartments in Koh Samui, Suratthani, Thailand. From September 2005 to the present he has been owner and managing director of Samui Mulholland Enterprises Co., Ltd. Mr. Mulholland attended the University of British Columbia and received a Bachelors of Commerce in Finance and Urban Land in 1991. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. 28
We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion. CODE OF ETHICS We do not currently have a code of ethics, because we have only limited business operations and only one officer and two directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees. ITEM 11. EXECUTIVE COMPENSATION Currently, our officer and director receives no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health or life insurance, available to our employees. 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 ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ Robin 2012 0 0 0 0 0 0 0 0 Mulholland, 2011 0 0 0 0 0 0 0 0 President, 2010 0 0 0 0 0 0 0 0 CEO, CFO and 2009 0 0 0 0 0 0 0 0 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 ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ Robin 0 0 0 0 0 0 0 0 0 Mulholland 29
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 ---- ---- ------ ------ ------------ -------- ------------ ----- Robin 0 0 0 0 0 0 0 Mulholland OPTION GRANTS. There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table. AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no stock options exercised by the executive officer named in the Summary Compensation Table. LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP. COMPENSATION OF DIRECTORS Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity. EMPLOYMENT AGREEMENTS We do not have any employment agreements in place with our sole officer and director. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of the date of this annual report, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares. 30
Name and Address No. of Percentage of Beneficial Owner Shares of Ownership ------------------- ------ ------------ Robin Mulholland 6,000,000 60% #3 67/5 Soi Mod Yim Bophut, Koh Samui Suratthani 84320 Thailand All Officers and Directors as a Group 6,000,000 60% FUTURE SALES BY EXISTING STOCKHOLDER A total of 6,000,000 shares have been issued to our sole officer and director and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, such shares cannot be publicly sold until such a time as the company ceases to be considered a shell company. The securities can be resold only through a resale registration statement, unless certain conditions are met. These conditions are: 1. the issuer of the securities has ceased to be a shell company; 2. the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; 3. the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and 4. one year has elapsed since the issuer has filed current "Form 10 information" with the Commission reflecting its status as an entity that is no longer a shell company. If these conditions are satisfied, then the securities can be sold subject to all other applicable Rule 144 conditions, which include: 1. There must be adequate current information about the issuer of the securities before the sale can be made. This generally means that the issuer has complied with the periodic reporting requirements of the Exchange Act. 2. A volume restriction of the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing a notice of sale on Form 144. 3. The sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities. 4. The seller must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, an amended notice must be filed. Any sale of shares held by our officer and director may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our sole officer and director does not have any current plans to sell his shares once all condition of Rule 144 are met. 31
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Robin Mulholland is our sole officer and director. We are currently operating out of the premises of Mr. Mulholland, the officer and director of our Company, on a rent-free basis for administrative purposes. There is no written agreement or other material terms or arrangements relating to said arrangement. On September 28, 2006 the Company issued a total of 2,500,000 shares of common stock to Mr. Mulholland for cash at $0.002 per share for a total of $5,000. On May 30, 2007 the Company issued him an additional 3,500,000 shares of common stock for cash at $0.002 per share for a total of $7,000. For the year ended August 31, 2012 Robin Mulholland loaned the company $27,500 for operating expenses. The loan balance at August 31, 2012 was $27,500, the loan bears no interest and has no specific terms of repayment. We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so prior to hiring any additional employees. DIRECTOR INDEPENDENCE We have no independent directors currently serving on the Board of Directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services, including quarterly reviews, were $10,000, audit-related services were $Nil, tax services were $Nil and other services were $Nil during the year ended August 31, 2012. The total fees charged to the company for audit services, including quarterly reviews, were $10,000, audit-related services were $Nil, tax services were $Nil and other services were $Nil during the year ended August 31, 2011. 32
PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- 3(i) Articles of Incorporation* 3(ii) Bylaws* 31.1 Sec. 302 Certification of CEO 31.2 Sec. 302 Certification of CFO 32.1 Sec. 906 Certification of CEO 32.2 Sec. 906 Certification of CFO 101 Interactive data files pursuant to Rule 405 of Regulation S-T ---------- * Included in our SB-2 filing under Commission File Number 333-149114. SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. November 28, 2012 Sanook Enterprises, Inc., Registrant By: /s/ Robin Mulholland --------------------------------------- Robin Mulholland, President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and Sole Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Robin Mulholland Chief Executive Officer November 28, 2012 ------------------------- ----------------------- ----------------- Robin Mulholland Title Date /s/ Robin Mulholland Chief Financial Officer November 28, 2012 ------------------------- ----------------------- ----------------- Robin Mulholland Title Date /s/ Robin Mulholland Principal Accounting Officer November 28, 2012 ------------------------- ---------------------------- ----------------- Robin Mulholland Title Date 33