Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED May 31, 2014
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)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant 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 [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,000,000 shares as of July 10,
2014.
ITEM 1. FINANCIAL STATEMENTS
SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Condensed Balance Sheets
--------------------------------------------------------------------------------
As of As of
May 31, 2014 August 31, 2013
------------ ---------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 7,423 $ 606
---------- ----------
TOTAL CURRENT ASSETS 7,423 606
---------- ----------
TOTAL ASSETS $ 7,423 $ 606
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 3,030 $ 4,880
Loan Payable - Related Party 67,500 47,500
---------- ----------
TOTAL CURRENT LIABILITIES 70,530 52,380
---------- ----------
TOTAL LIABILITIES 70,530 52,380
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 10,000,000 shares issued and outstanding
as of May 31, 2014 and August 31, 2013 10,000 10,000
Additional paid-in capital 42,000 42,000
Deficit accumulated during development stage (115,107) (103,774)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (63,107) (51,774)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 7,423 $ 606
========== ==========
See Notes to Financial Statements
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Condensed Statements of Operations (Unaudited)
--------------------------------------------------------------------------------
September 28, 2006
Three Months Three Months Nine Months Nine Months (inception)
ended ended ended ended through
May 31, 2014 May 31, 2013 May 31, 2014 May 31, 2013 May 31, 2014
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
OPERATING EXPENSES
General & Administrative Expenses 1,089 9,096 3,332 11,557 47,107
Professional Fees 2,000 2,000 8,000 8,000 68,000
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 3,089 11,096 11,332 19,557 115,107
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (3,089) $ (11,096) $ (11,332) $ (19,557) $ (115,107)
============ ============ ============ ============ ============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,000,000 10,000,000 10,000,000 10,000,000
============ ============ ============ ============
See Notes to Financial Statements
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows (unaudited)
--------------------------------------------------------------------------------
September 28, 2006
Nine Months Nine Months (inception)
ended ended through
May 31, 2014 May 31, 2013 May 31, 2014
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (11,332) $ (19,557) $ (115,107)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable (1,850) 2,008 3,030
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,182) (17,549) (112,077)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 20,000 20,000 67,500
Issuance of Common Stock -- -- 52,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 20,000 20,000 119,500
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 6,818 2,451 7,423
CASH AT BEGINNING OF PERIOD 606 1,094 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 7,423 $ 3,545 $ 7,423
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for :
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements (Unaudited)
May 31, 2014
--------------------------------------------------------------------------------
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by Sanook
Enterprises, Inc. (the "Company") without audit. In the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and cash flows at
May 31, 2014, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in condensed
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's August 31,
2013 audited financial statements. The results of operations for the period
ended May 31, 2014 is not necessarily indicative of the operating results for
the full year.
NOTE 2 - GOING CONCERN
The Company's condensed financial statements are prepared using generally
accepted accounting principles in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying condensed financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements (Unaudited)
May 31, 2014
--------------------------------------------------------------------------------
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
The company has evaluated the recent accounting pronouncements issued through
the issuance of these condensed financial statements, and the Company does not
expect that the effectiveness of any of these changes will have a material
impact on the Company's financial position, or statements.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of May 31, 2014, there was a loan payable due to Robin Mulholland, sole
officer and director of the Company, for $67,500 that is non interest bearing
with no specific repayment terms.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenue to date. We
incurred a net loss of $115,107 from inception (September 28, 2006) through May
31, 2014.
We incurred operating expenses of $3,089 and $11,096 for the three months ended
May 31, 2014 and May 31, 2013, respectively. These expenses consisted of general
and administrative expenses and professional fees.
We incurred operating expenses of $11,332 and $19,557 for the nine months ended
May 31, 2014 and May 31, 2013, respectively. These expenses consisted of general
and administrative expenses and professional fees.
At May 31, 2014, we had cash on hand of $7,423, accounts payable of $3,030 and
$67,500 in a loan payable to a related party.
Cash provided by financing activities from inception through May 31, 2014 was
$79,500 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
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offering by selling 4,000,000 common shares at $.01 per share to raise capital
of $40,000, and $67,500 from a loan from related party.
The following table provides selected financial data about our company for the
period from the date of incorporation through May 31, 2014:
Balance Sheet Data: 5/31/2014
------------------- ---------
Cash $ 7,423
Total assets $ 7,423
Total liabilities $ 70,530
Shareholders' equity $(63,107)
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 $7,423 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. 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 have yet to generate any revenues from our
business operations and our financial resources continue to diminish. We may
decide that we can not continue with our business operations as detailed in our
original business plan because of this situation. We will remain current in our
corporate filings and obligations, while financial resources are available.
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. 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:
JUNE 2014 - AUGUST 2014
* 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
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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.
SEPTEMBER 2014 - NOVEMBER 2014
* 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.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
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reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (who is also acting as
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
As of May 31, 2014, the end of the three month period covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our president (who is also acting as our principal
executive officer, principal financial officer and principal accounting
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, our president (who is also
acting as our principal executive officer, principal financial officer and
principal accounting officer) concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.
There have been no significant changes in our internal controls over financial
reporting that occurred during the three months ended May 31, 2014 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form S-1
Registration Statement, filed under SEC File Number 333-149114, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification pursuant to Rule 13a-14(a) under the Exchange Act
of 1934
31.2 Certification pursuant to Rule 13a-14(a) under the Exchange Act
of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Sanook Enterprises, Inc.
Registrant
Date: July 10, 2014 By: /s/ Robin Mulholland
----------------------------------------
Robin Mulholland
Sole Director, President,
Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
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