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 NOVEMBER 30, 2011
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 January 11,
2011.
ITEM 1. FINANCIAL STATEMENTS
SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
November 30, August 31,
2011 2011
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 1,440 $ 89
-------- --------
TOTAL CURRENT ASSETS 1,440 89
-------- --------
TOTAL ASSETS $ 1,440 $ 89
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 6,845 $ 395
-------- --------
TOTAL CURRENT LIABILITIES 6,845 395
TOTAL LIABILITIES 6,845 395
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 10,000,000 shares issued and outstanding
as of November 30, 2011 and August 31, 2011 10,000 10,000
Additional paid-in capital 42,000 42,000
Deficit accumulated during development stage (57,405) (52,306)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (5,405) (306)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 1,440 $ 89
======== ========
See Notes to Financial Statements
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
--------------------------------------------------------------------------------
September 28, 2006
Three Months Three Months (inception)
ended ended through
November 30, November 30, November 30,
2011 2010 2011
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
OPERATING EXPENSES
General & Administrative Expenses 1,100 1,157 13,405
Professional Fees 4,000 4,000 44,000
------------ ------------ ------------
TOTAL OPERATING EXPENSES 5,100 5,157 57,405
------------ ------------ ------------
NET INCOME (LOSS) $ (5,100) $ (5,157) $ (57,405)
============ ============ ============
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
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
--------------------------------------------------------------------------------
September 28, 2006
Three Months Three Months (inception)
ended ended through
November 30, November 30, November 30,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,100) $ (5,157) $(57,405)
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 6,450 600 6,845
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,350 (4,557) (50,560)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 52,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 52,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 1,350 (4,557) 1,440
CASH AT BEGINNING OF PERIOD 89 12,347 --
-------- -------- --------
CASH AT END OF PERIOD $ 1,440 $ 7,789 $ 1,440
======== ======== ========
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 Financial Statements (Unaudited)
November 30, 2011
--------------------------------------------------------------------------------
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
ongoing development of its website. The Company has commenced limited
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.
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.
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2011
--------------------------------------------------------------------------------
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.
RECENTLY ISSUED 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.
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 November 30, 2011 and generated a net loss of $57,405. 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 $1,440 is not
sufficient to cover the expenses they will incur during the next twelve months.
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.
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2011
--------------------------------------------------------------------------------
NOTE 6. INCOME TAXES
As of November 30, 2011
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 19,518
Other --
--------
Gross deferred tax assets 19,518
Valuation allowance (19,518)
--------
Net deferred tax assets $ --
========
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.
NOTE 7. NET OPERATING LOSSES
As of November 30, 2011, the Company has a net operating loss carryforward of
approximately $57,405. 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 November 30, 2011 the Company had 10,000,000 shares of common stock issued
and outstanding.
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SANOOK ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2011
--------------------------------------------------------------------------------
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of
capital stock as of November 30, 2011:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 10,000,000 shares
issued and outstanding.
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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 operating expenses of $5,100 and $5,157 for the three months ended
November 30, 2011 and 2010, respectively. These expenses consisted of general
and administrative expenses and professional fees.
At November 30, 2011, we had cash on hand of $1,140 and $6,845 in outstanding
liabilities.
Cash provided by financing activities from inception through November 30, 2011
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 November 30, 2011:
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Balance Sheet Data: 11/30/2011
------------------- ----------
Cash $ 1,440
Total assets $ 1,440
Total liabilities $ 6,845
Shareholders' equity $(5,405)
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 $1,440 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 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
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:
DECEMBER 2011 - FEBRUARY 2012
* 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.
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* 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.
MARCH 2012 - AUGUST 2012
* 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
reported within the time periods specified in the Securities and Exchange
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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 November 30, 2011, 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 November 30, 2011 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
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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: January 11, 2012 By: /s/ Robin Mulholland
-------------------------------------------------
Robin Mulholland
Director, President, Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer
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