Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2012
Commission File Number 000-53987
SANOOK ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(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)
1-800-915-0403
(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:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant 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 golfasian.com,
thailandgolfholidays.com and golforient.com. 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
(http://www.sec.gov) 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, golfasian.com,
thailandgolfholidays.com and golforient.com. 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 changgpark@gmail.com *
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