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 December 31, 2008

                        Commission file number 333-140445


                             Sawadee Ventures, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                                20-5619324
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                9003 Reseda Boulevard, Suite 205A, Northridge, CA
                                      91324
         (Address of principal executive offices, including zip code.)

                                  (818)882-7177
                     (Telephone number, including area code)

                            Michael M. Kessler, Esq.
                       3436 American River Drive, Suite 11
                              Sacramento, CA 95864
                                 (916) 239-4000
            (Name, Address and Telephone Number of Agent for Service)

           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 (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 March 24, 2009, the registrant had 36,000,000 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 March 17, 2009.
<PAGE>
                              SAWADEE VENTURES INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.   Business                                                            3
Item 1A.  Risk Factors                                                        5
Item 2.   Properties                                                          9
Item 3.   Legal Proceedings                                                   9
Item 4.   Submission of Matters to a Vote of Securities Holders               9

                                     Part II

Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities                  10
Item 6.   Selected Financial Data                                            10
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                          10
Item 8.   Financial Statements                                               12
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                           23
Item 9A.  Controls and Procedures                                            23
Item 9B.  Other Information                                                  25

                                    Part III

Item 10.  Directors and Executive Officers                                   25
Item 11.  Executive Compensation                                             26
Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                    28
Item 13.  Certain Relationships and Related Transactions                     28
Item 14.  Principal Accounting Fees and Services                             29

                                     Part IV

Item 15.  Exhibits                                                           29

Signatures                                                                   30

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

Sawadee Ventures Inc., a Nevada corporation, was incorporated in the State of
Nevada on September 26, 2006 to engage in the acquisition, exploration and
development of natural resource properties of merit. We entered into a Mineral
Property Purchase Agreement (the "MPPA") with a private British Columbia
company, whereby we obtained an option to acquire a total of 3 mining claims
located in the Vernon Mining District of British Columbia. During the period
ending September 30, 2008, we terminated the MPPA and relieved the company from
any further obligations there under.

In September 2008, we ceased our exploration activities, and we became a
development stage company. Accordingly, our financial statements reflect our
results in accordance with the disclosure requirements for a development stage
company. Since September 2008, our purpose has been to serve as a vehicle to
acquire an operating business and we are currently considered a "shell" company
inasmuch as we are not generating revenues, do not own an operating business,
and have no specific plan other than to engage in a merger or acquisition
transaction with a yet-to-be identified operating company or business. We have
no employees and no material assets.

We currently have no definitive agreements or understandings with any
prospective business combination candidates and there are no assurances that we
will find a suitable business with which to combine. The implementation of our
business objectives is wholly contingent upon a business combination and/or the
successful sale of our securities. We intend to utilize the proceeds of any
offering, any sales of equity securities or debt securities, bank and other
borrowings or a combination of those sources to effect a business combination
with a target business which we believe has significant growth potential. While
we may, under certain circumstances, seek to effect business combinations with
more than one target business, unless additional financing is obtained, we will
not have sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.

A common reason for a target company to enter into a merger with a shell company
is the desire to establish a public trading market for its shares. Such a
company would hope to avoid the perceived adverse consequences of undertaking a
public offering itself, such as the time delays and significant expenses
incurred to comply with the various federal and state securities law that
regulate initial public offerings.

As a result of our limited resources, unless and until additional financing is
obtained we expect to have sufficient proceeds to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.

                                       3
<PAGE>
Our officer is only required to devote a small portion of her time (less than
10%) to our affairs on a part-time or as-needed basis. Our officer may be
entitled to receive compensation from a target company she identifies or
provides services to in connection with a business combination and receive
compensation for such services. We expect to use outside consultants, advisors,
attorneys and accountants as necessary, none of which will be hired on a
retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.
We do not expect our present management to play any managerial role for us
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect.

In evaluating a prospective target business, we will consider several factors,
including the following:

     -    experience and skill of management and availability of additional
          personnel of the target business;

     -    costs associated with effecting the business combination;

     -    equity interest retained by our stockholders in the merged entity;

     -    growth potential of the target business;

     -    capital requirements of the target business;

     -    capital available to the target business;

     -    stage of development of the target business;

     -    proprietary features and degree of intellectual property or other
          protection of the target business;

     -    the financial statements of the target business; and

     -    the regulatory environment in which the target business operates.

The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors, as well as other considerations we deem
relevant. In connection with our evaluation of a prospective target business, we
anticipate that we will conduct a due diligence review which will encompass,
among other things, meeting with incumbent management as well as a review of
financial, legal and other information.

The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable corporate and
securities laws) cannot be determined at this time. Our president intends to
devote only a very small portion of her time to our affairs, and, accordingly,
the consummation of a business combination may require a longer time than if she
devoted her full time to our affairs. However, she will devote such time as she
deems reasonably necessary to carry out our business and affairs. The amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination.

                                       4
<PAGE>
We anticipate that various prospective target businesses will be brought to our
attention from various sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial
community, including, possibly, the executive officers and our affiliates.

As a general rule, federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to our company, the target business and our respective
stockholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated business combination. To the extent the Internal Revenue
Service or any relevant state tax authorities ultimately prevail in
re-characterizing the tax treatment of a business combination, there may be
adverse tax consequences to our company, the target business, and our respective
stockholders.

We may acquire a company or business by purchasing the securities of such
company or business. However, we do not intend to engage primarily in such
activities. Specifically, we intend to conduct our activities so as to avoid
being classified as an "investment company" under the Investment Company Act of
1940, as amended (the "Investment Act") and therefore avoid application of the
costly and restrictive registration and other provisions of the Investment
Company Act and the regulations promulgated there under.

Section 3(a) of the Investment Company Act excepts from the definition of an
"investment company" an entity which does not engage primarily in the business
of investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading "investment securities"
(defined as "all securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend to
operate any business in the future in a manner which will result in the
availability of this exception from the definition of an investment company.
Consequently, our acquisition of a company or business through the purchase and
sale of investment securities will be limited. Although we intend to act to
avoid classification as an investment company, the provisions the Investment
Company Act are extremely complex and it is possible that we may be classified
as an inadvertent investment company. We intend to vigorously resist
classification as an investment company, and to take advantage of any exemptions
or exceptions from application of the Investment Company Act, which allows an
entity a one-time option during any three-year period to claim an exemption as a
"transient" investment company. The necessity of asserting any such resistance,
or making any claim of exemption, could be time consuming and costly, or even
prohibitive, given our limited resources.

Various impediments to a business combination may arise, such as appraisal
rights afforded the stockholders of a target business under the laws of its
state of organization. This may prove to be deterrent to a particular
combination.

ITEM 1A. RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS

                                       5
<PAGE>
AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN
TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY
OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE
CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF
THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since September 2008, we have no operating business or plans to develop one. We
are currently seeking to enter into a merger or business combination with
another operating company. To date, our efforts have been limited to meeting our
regulatory filing requirements and searching for a merger target.

WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED
ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.

We have limited resources, no revenues from operations to date and our cash on
hand may not be sufficient to satisfy our cash requirements during the next
twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting our abilities to achieve revenues, in order to avoid status as an
"Investment Company" under the Investment Company Act, we can only invest our
funds prior to a merger in limited investments which do not invoke Investment
Company status. There can be no assurance that determinations ultimately made by
us will permit us to achieve our business objectives.

WE WILL BE ABLE TO EFFECT AT MOST ONE MERGER, AND THUS MAY NOT HAVE A
DIVERSIFIED BUSINESS.

Our resources are limited and we will most likely have the ability to effect
only a single merger. This probable lack of diversification will subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to the consummation of a merger. We will become dependent
upon the development or market acceptance of a single or limited number of
products, processes or services.

WE DEPEND SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE
ALL MANAGEMENT DECISIONS.

Our ability to effect a merger will be dependent upon the efforts of our
president, Rachna Khanna. Notwithstanding the importance of Ms. Khanna, we have
not entered into any employment agreement or other understanding with Ms. Khanna
concerning compensation or obtained any "key man" life insurance on any of her
life. The loss of the services of Ms. Khanna will have a material adverse effect

                                       6
<PAGE>
on achieving our business objectives and success. We will rely upon the
expertise of Ms. Khanna and do not anticipate that we will hire additional
personnel.

THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.

Conflicts of interest create the risk that management may have an incentive to
act adversely to the interests of other investors. Our officer may be entitled
to receive compensation from a target company she identifies or provides
services to in connection with a business combination and receive compensation
for such services. A conflict of interest may arise between our management's
personal pecuniary interest and her fiduciary duty to our stockholders. Further,
our management's own pecuniary interest may at some point compromise her
fiduciary duty to our stockholders. We cannot assure you that conflicts of
interest among us, our management and our stockholders will not develop.

THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.

The nature of our operations is highly speculative. The success of our plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

WE HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no definitive agreement with respect to engaging in a merger with, joint
venture with or acquisition of, a private or public entity. No assurances can be
given that we will successfully identify and evaluate suitable business

                                       7
<PAGE>
opportunities or that we will conclude a business combination. We cannot
guarantee that we will be able to negotiate a business combination on favorable
terms, and there is consequently a risk that funds allocated to the purchase of
our shares will not be invested in a company with active business operations.

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the closing of a merger or business combination, it is likely our current
management will not retain any control or managerial responsibilities. Upon such
event, Ms. Khanna intends to resign her positions with us.

CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER
OR BUSINESS COMBINATION.

Our Articles of Incorporation authorized the issuance of 75,000,000 shares of
Common Stock. There are currently 39,000,000 authorized but unissued shares of
Common Stock available for issuance. To the extent that additional shares of
Common Stock are authorized and issued in connection with a merger or business
combination, our stockholders could experience significant dilution of their
respective ownership interests. Furthermore, the issuance of a substantial
number of shares of Common Stock may adversely affect prevailing market prices,
if any, for the Common Stock and could impair our ability to raise additional
capital through the sale of equity securities.

CONTROL BY EXISTING STOCKHOLDER.

Douglas Ford, one of our former directors, beneficially owns 50% of the
outstanding shares of our Common Stock. As a result, this stockholder is able to
exercise control over matters requiring stockholder approval, including the
election of directors, and the approval of mergers, consolidations and sales of
all or substantially all of our assets.

OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF
STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The SEC has adopted regulations which generally define "penny stock" to be an
equity security that has a market price, as defined, of less than $5.00 per
share, or an exercise price of less than $5.00 per share, subject to certain
exceptions, including an exception of an equity security that is quoted on a
national securities exchange. Our Common Stock is not now quoted on a national
exchange but is traded on FINRA's OTC Bulletin Board ("OTCBB"). Thus, they are
subject to rules that impose additional sales practice requirements on
broker-dealers who sell these securities. For example, the broker-dealer must
make a special suitability determination for the purchaser of such securities
and have received the purchaser's written consent to the transactions prior to
the purchase. Additionally, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered underwriter, and current quotations
for the securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealers presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account

                                       8
<PAGE>
and information on the limited market in penny stocks. The "penny stock" rules,
may restrict the ability of our stockholders to sell our Common Stock in the
secondary market.

LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK
ON A MORE LIQUID MARKET.

Our Common Stock is quoted on the FINRA'S OTC Bulletin Board ("OTCBB"), which
provides significantly less liquidity than a securities exchange (such as the
American or New York Stock Exchange) or an automated quotation system (such as
the Nasdaq Global Market or Capital Market). There is uncertainty that we will
ever be accepted for a listing on an automated quotation system or national
securities exchange.

ITEM 2. PROPERTIES

We currently utilize space at the premises of Rachna Khanna, the officer and a
director of the company, on a rent-free basis. The premises are located at 9003
Reseda Boulevard, Suite 205A, Northridge, CA 91324. The facilities include an
answering machine, a fax machine, computer and office equipment. We intend to
use these facilities for the time being until we feel we have outgrown them. We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

Sawadee Ventures is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
year ended December 31, 2008.

                                       9
<PAGE>
                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information:

Our Common Stock is traded on FINRA's Over-The-Counter Bulletin Board ("OTCBB")
market under the symbol "SWDE". To date, there has not been an active trading
market.

(b) Holders:

There were 20 stockholders of record of our Common Stock as of December 31,
2008.

(c) Dividend:

We have not declared any cash dividends and do not intend to declare or pay any
cash dividends in the foreseeable future.

(d) Transfer Agent:

The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable under smaller reporting company disclosure rules.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We have no
operating business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.

During the next twelve months we anticipate incurring costs related to:

     (i)  filing of Exchange Act reports, and

     (ii) costs relating to identifying and consummating a transaction with a
          Merger Target.

                                       10
<PAGE>
We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.

On September 12, 2008, Rachna Khanna joined us as our president, secretary,
treasurer and chief financial officer. Ms. Khanna is only required to devote a
small portion of her time (less than 10%) to our affairs on a part-time or
as-needed basis. No regular compensation has, in the past, nor is anticipated in
the future, to be paid to any officer or director in their capacities as such.
We do not anticipate hiring any full-time employees as long as we are seeking
and evaluating business opportunities.

Since September 2008, we have not incurred any material costs or expenses other
than those associated with our minimal operations necessary to meet regulatory
requirements. As of December 31, 2008, we had cash on hand of $14,682. Since we
have no revenue or plans to generate any revenue, if our expenses exceed our
cash currently on hand we will be dependent upon loans to fund losses incurred
in excess of our cash.

EQUIPMENT AND EMPLOYEES

As of December 31, 2008, we had no operating business, no equipment, and no
employees. We do not intend to develop our own operating business but instead
plan to merge with an operating company.

OPERATIONAL RESULTS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

During the year ended December 31, 2008, we incurred $10,151 in operating
expenses and for the year ended December 31, 2007, our operating expenses were
$27,267. During both periods the expenses resulted primarily from
accounting/auditing, legal and SEC report filing expenses.

GOING CONCERN

Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

                                       11
<PAGE>
ITEM 8. FINANCIAL STATEMENTS


MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
     PCAOB REGISTERED


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Sawadee Ventures, Inc.
(An Exploration Stage Company)

We have audited the accompanying  balance sheets of Sawadee  Ventures,  Inc. (An
Exploration  Stage  Company) as of December  31, 2008 and 2007,  and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from inception on September 26, 2006 through  December 31, 2008. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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
audits provide 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 Sawadee  Ventures,  Inc. (An
Exploration  Stage  Company) as of December  31, 2008 and 2007,  and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  inception on September  26, 2006 through  December 31, 2008, in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company  has  incurred  net losses of  approximately
$44,583 for the period from inception on September 26, 2006 through December 31,
2008,  which raises  substantial  doubt about its ability to continue as a going
concern.  Management's plans concerning these matters are also described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


/s/ Moore & Associates, Chartered
-----------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
March 17, 2009


 6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

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<PAGE>
                             SAWADEE VENTURES, INC.
                        (An Exploration Stage Enterprise)
                                 Balance Sheets
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                             Audited            Audited
                                                              As of              As of
                                                           December 31,       December 31,
                                                              2008               2007
                                                            --------           --------
<S>                                                         <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                      $ 14,682           $ 25,018
                                                            --------           --------
      Total Current Assets                                    14,682             25,018
                                                            --------           --------

      Total  Assets                                         $ 14,682           $ 25,018
                                                            ========           ========

                                  LIABILITIES

CURRENT LIABILITIES
  Accounts Payable and Accrued Liabilities                     5,265              5,450
                                                            --------           --------
      Total Current Liabilities                                5,265              5,450
                                                            --------           --------

                              STOCKHOLDERS' EQUITY

Common Stock
  75,000,000 authorized shares, par value $0.001
  36,000,000 shares issued and outstanding                    36,000             36,000
Additional Paid-in-Capital                                    18,000             18,000
Deficit accumulated during exploration stage                 (44,583)           (34,432)
                                                            --------           --------
      Total Stockholders' Equity                               9,417             19,568
                                                            --------           --------

      Total Liabilities and Stockholders' Equity            $ 14,682           $ 25,018
                                                            ========           ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       13
<PAGE>
                             SAWADEE VENTURES, INC.
                        (An Exploration Stage Enterprise)
                            Statements of Operations
                           (Expressed in U.S. Dollars)
                                    (Audited)

<TABLE>
<CAPTION>
                                                                                                 Period from
                                                                                              September 26, 2006
                                                    For the Year          For the Year       (Date of inception)
                                                       Ended                 Ended                 through
                                                     December 31,          December 31,          December 31,
                                                        2008                  2007                  2008
                                                     -----------           -----------           -----------
<S>                                                  <C>                   <C>                   <C>
REVENUES:
  Revenues                                           $        --           $        --           $        --
                                                     -----------           -----------           -----------
      Total Revenues                                          --                    --                    --

EXPENSES:
  Operating Expenses
    Exploration expenses                                      --                10,000                10,000
    Impairment of mineral property                            --                 5,000                 9,000
    General and Administrative                             2,266                 4,012                 7,043
    Professional Fees                                      7,885                 8,255                18,540
                                                     -----------           -----------           -----------
      Total Expenses                                      10,151                27,267                44,583
                                                     -----------           -----------           -----------

Net loss from Operations                                 (10,151)              (27,267)              (44,583)

PROVISION FOR INCOME TAXES:
  Income Tax Expense                                          --                    --                    --
                                                     -----------           -----------           -----------

      Net Income (Loss) for the period               $   (10,151)          $   (27,267)          $   (44,583)
                                                     ===========           ===========           ===========

Basic and Diluted Earnings Per Common Share                (0.00)                (0.00)                (0.00)
                                                     -----------           -----------           -----------
Weighted Average number of Common Shares
 used in per share calculations                       36,000,000            28,330,918            30,253,930
                                                     ===========           ===========           ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       14
<PAGE>
                             SAWADEE VENTURES, INC.
                        (An Exploration Stage Enterprise)
                       Statements of Stockholders' Equity
    For the period from September 26, 2006 (inception) to December 31, 2008
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                              Accumulated
                                                                                             Deficit During
                                                                    $0.001        Paid-In     Exploration     Stockholders'
                                                     Shares        Par Value      Capital        Stage          Equity
                                                     ------        ---------      -------       -------         ------
<S>                                                 <C>           <C>           <C>           <C>              <C>
Balance, September 26, 2006 (Date of Inception)            --      $     --      $     --      $      --       $     --

Stock Issued for cash at $0.001 per share          18,000,000        18,000            --             --         18,000
 on December 1, 2006

Net Loss for the Period (audited)                          --            --            --         (7,165)        (7,165)
                                                   ----------      --------      --------      ---------       --------

Balance, December 31, 2006                         18,000,000        18,000            --         (7,165)        10,835

Stock Issued for cash at $0.002 per share          18,000,000        18,000        18,000             --         36,000
 on April 12, 2007

Net Loss for the Year (audited)                            --            --            --        (27,267)       (27,267)
                                                   ----------      --------      --------      ---------       --------

Balance, December 31, 2007                         36,000,000        36,000        18,000        (34,432)        19,568

Net Loss for the Year (audited)                            --            --            --        (10,151)       (10,151)
                                                   ----------      --------      --------      ---------       --------

Balance, December 31, 2008                         36,000,000      $ 36,000      $ 18,000      $ (44,583)      $  9,417
                                                   ==========      ========      ========      =========       ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       15
<PAGE>
                             SAWADEE VENTURES, INC.
                       (An Exploration Stage Enterprise)
                            Statements of Cash Flows
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                            Period from
                                                                                         September 26, 2006
                                                     For the Year       For the Year    (Date of inception)
                                                        Ended              Ended              through
                                                      December 31,       December 31,       December 31,
                                                         2008               2007               2008
                                                       --------           --------           --------
<S>                                                  <C>                   <C>                   <C>
OPERATING ACTIVITIES:
  Net Loss                                             $(10,151)          $(27,267)          $(44,583)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Impairment of mineral property                          --              5,000              9,000
     Accounts Payable and Accrued Liabilities              (185)             2,285              5,265
                                                       --------           --------           --------
Net Cash Used in Operating Activities                   (10,336)           (19,982)           (30,318)
                                                       --------           --------           --------
INVESTING ACTIVITIES:
  Mineral property option payment                            --             (5,000)            (9,000)
                                                       --------           --------           --------
Net Cash Used in Investing Activities                        --             (5,000)            (9,000)
                                                       --------           --------           --------
FINANCING ACTIVITIES:
  Common Stock issued for cash                               --             36,000             54,000
                                                       --------           --------           --------
Net Cash Provided from Financing Activities                  --             36,000             54,000
                                                       --------           --------           --------

Net Increase (Decrease) in Cash                         (10,336)            11,018             14,682
                                                       --------           --------           --------

Cash, Beginning of the Period                            25,018             14,000                 --
                                                       --------           --------           --------

Cash, End of the Period                                $ 14,682           $ 25,018           $ 14,682
                                                       ========           ========           ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                               $     --           $     --           $     --
                                                       ========           ========           ========

  Cash paid for income taxes                           $     --           $     --           $     --
                                                       ========           ========           ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>
                              SAWADEE VENTURES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES

DESCRIPTION  OF  BUSINESS  AND  HISTORY  -  Sawadee   Ventures  Inc.,  a  Nevada
corporation,  (hereinafter  referred to as the "Company" or "Sawadee  Ventures")
was  incorporated  in the State of Nevada on September 26, 2006. The Company was
formed to engage in the  acquisition,  exploration  and  development  of natural
resource  properties  of merit.  The  Company  entered  into a Mineral  Property
Purchase Agreement (the "MPPA" with a private British Columbia company,  whereby
the Company  obtained an option to acquire a total of 3 mining claims located in
the Vernon Mining District of British  Columbia.  During the year ended December
31, 2008, the Company  terminated the MPPA and relieved  itself from any further
obligations thereunder.

On September 12, 2008 Douglas Ford resigned as our  President,  Chief  Executive
Officer,  Treasurer,  and Chief Financial Officer.  As a result on September 12,
2008  we  appointed  Rachna  Khanna  as  President,   Chief  Executive  Officer,
Treasurer, and Chief Financial Officer of the Company.  Additionally, Ms. Khanna
was appointed a director of the Company.

On January 19, 2009 Douglas Ford resigned as a director.  Our board of directors
is now comprised of Rachna Khanna.

THE COMPANY TODAY

The  Company is  currently  a  development  stage  company  reporting  under the
provisions  of  Statement  of  Financial  Accounting  Standard  ("FASB")  No. 7,
"Accounting and Reporting for Development Stage Enterprises."

Since  September 29, 2008, our purpose has been to serve as a vehicle to acquire
an operating business and we are currently considered a "shell" company inasmuch
as we are not generating revenues, do not own an operating business, and have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business.  We have no employees and no
material assets.

On January 19, 2009 Douglas Ford resigned as a director.  Our board of directors
is now comprised of Rachna Khanna.

                                       17
<PAGE>
                              SAWADEE VENTURES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

GOING CONCERN - The Company has incurred net losses of approximately $44,583 for
the period from September 26, 2006 (Date of Inception) through December 31, 2008
and has  commenced  limited  operations,  raising  substantial  doubt  about the
Company's  ability  to  continue  as a going  concern.  The  Company  will  seek
additional  sources of capital through the issuance of debt or equity financing,
but there can be no assurance the Company will be  successful  in  accomplishing
its objectives.

The  ability of the  Company to  continue  as a going  concern is  dependent  on
additional  sources  of  capital  and the  success of the  Company's  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

YEAR END - The Company's year end is December 31.

USE OF ESTIMATES - The  preparation  of the  financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME  TAXES - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting  Standards  ("SFAS") No. 109,  which requires
recognition of deferred tax assets and liabilities  for future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and  liabilities  and their  respective tax basis and tax credit
carry  forwards.  Deferred tax assets and liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
operations in the period that includes the enactment date.

The Company has net  operating  loss  carryover to be used for  reducing  future
year's taxable  income.  The Company has recorded a valuation  allowance for the
full  potential  tax  benefit  of  the  operating  loss  carryovers  due  to the
uncertainty regarding realization.

NET  LOSS  PER  COMMON  SHARE - The  Company  computes  net  loss  per  share in
accordance  with SFAS No. 128,  Earnings  per Share  ("SFAS  128") and SEC Staff
Accounting  Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing  the net loss  available to
common  stockholders  for the period by the weighted average number of shares of
common stock outstanding  during the period. The calculation of diluted net loss

                                       18
<PAGE>
                              SAWADEE VENTURES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

per share gives effect to common stock  equivalents;  however,  potential common
shares are  excluded  if their  effect is  anti-dilutive.  For the  period  from
September 26, 2006 (Date of Inception)  through  December 31, 2008,  the Company
had no potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly no stock-based  compensation has
been recorded to date.

LONG-LIVED  ASSETS - In accordance  with Financial  Accounting  Standards  Board
("FASB") SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived
Assets",  the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest  impairment.  The  Company  recognizes  impairment  when  the sum of the
expected  undiscounted future cash flows is less than the carrying amount of the
asset.  Impairment  losses,  if any,  are measured as the excess of the carrying
amount of the asset over its estimated fair value.

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on September  26, 2006 and has not yet realized any revenues  from its
planned operations,  being the acquisition and exploration of mining properties.
Mineral property  exploration  costs are expensed as incurred.  Mineral property
acquisition costs are initially  capitalized when incurred using the guidance in
EITF 04-02,  "Whether  Mineral  Rights Are Tangible or Intangible  Assets".  The
Company  assesses  the  carrying  costs  for  impairment  under  SFAS  No.  144,
"Accounting  for  Impairment  or Disposal  of Long Lived  Assets" at each fiscal
quarter  end.  When  it has  been  determined  that a  mineral  property  can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property,  are  capitalized.  Such costs
will be amortized using the  units-of-production  method over the estimated life
of the probable  reserve.  If mineral  properties are subsequently  abandoned or
impaired, any capitalized costs will be charged to operations.

RECENT  ACCOUNTING  PRONOUNCEMENTS  - In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interest in Consolidated Financial Statements,  an amendment
of ARB No. 51 ("SFAS No. 160"),  which will change the  accounting and reporting
for  minority  interests,   which  will  be  recharacterized  as  noncontrolling
interests  and  classified  as a  component  of equity  within the  consolidated
balance  sheets.  SFAS No. 160 is effective  as of the  beginning of an entity's
first fiscal year beginning on or after December 15, 2008.  Earlier  adoption is
prohibited.  Management  has  not  determined  the  effect  that  adopting  this
statement  would  have  on  the  Company's  financial  position  or  results  of
operations.

                                       19
<PAGE>
                              SAWADEE VENTURES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed  following existing GAAP.  Management has
not  determined  the  effect  that  adopting  this  statement  would have on the
Company's financial position or results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, The Fair Value  Option for  Financial
Assets and Financial  Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting  for financial  instruments.  As of December 31, 2008,
the Company has not adopted this statement and management has not determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and  Hedging  Activities",  an  amendment  of SFAS  No.  133.  SFAS
161applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42of
SFAS 133 and  related  hedged  items  accounted  for under  SFAS  133.  SFAS 161
requires entities to provide greater transparency through additional disclosures
about  how  and  why an  entity  uses  derivative  instruments,  how  derivative
instruments  and related  hedged items are  accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows. We
do not expect that the  adoption of SFAS 161 will have a material  impact on our
financial condition or results of operation.

                                       20
<PAGE>
                              SAWADEE VENTURES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

In May 2008, the FASB issued SFAS No. 163,  "Accounting for Financial  Guarantee
Insurance  Contracts - an  interpretation  of FASB  Statement  No. 60." SFAS 163
requires that an insurance  enterprise  recognize a claim  liability prior to an
event  of  default   (insured   event)  when  there  is  evidence   that  credit
deterioration  has occurred in an insured financial  obligation.  This Statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium  revenue  and claim  liabilities.  Those  clarifications  will  increase
comparability in financial  reporting of financial guarantee insurance contracts
by insurance  enterprises.  This Statement  requires expanded  disclosures about
financial   guarantee  insurance   contracts.   The  accounting  and  disclosure
requirements  of the Statement will improve the quality of information  provided
to users of  financial  statements.  SFAS 163 will be  effective  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2008.  The
Company does not expect the adoption of SFAS 163 will have a material  impact on
its financial condition or results of operation.

Management  believes  recently  issued  accounting  pronouncements  will have no
impact on the financial statements of Sawadee.

2. PROPERTY AND EQUIPMENT

As of December 31, 2008, the Company does not own any property and/or equipment.

3. MINERAL PROPERTY

During the year ended  December 31,  2008,  the Company  terminated  its Mineral
Property  Purchase  Agreement  with Cazador  Resources  Ltd., a private  British
Columbia company.  The Company has relieved itself from any further  obligations
under the Mineral Property Purchase Agreement.

4. STOCKHOLDER'S EQUITY

The  Company has  75,000,000  shares  authorized  with a par value of $0.001 per
share.

A total of  36,000,000  shares of the  Company's  common stock have been issued.
18,000,000  shares of the  Company's  common  stock to the sole  director of the
Company pursuant to a stock subscription agreement at $0.001 per share for total
proceeds of $18,000.  Another 18,000,000 shares of the Company's common stock at
a price of $0.002 per share for gross proceeds of $36,000.

                                       21
<PAGE>
                              SAWADEE VENTURES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


5. RELATED PARTY TRANSACTIONS

As of December 31, 2008 there are no other  related party  transactions  between
the Company and any officers other than those mentioned above.

6. STOCK OPTIONS

As  of  December  31,  2008,  the  Company  does  not  have  any  stock  options
outstanding,  nor does it have any written or verbal agreements for the issuance
or distribution of stock options at any point in the future.

7. ADVERTISING

The Company will expense its advertising when incurred. There has been no
expenditures on advertising since inception.

8. SUBSEQUENT EVENTS

On January 20, 2009 the British Columbia Securities Commission ("BCSC") notified
the  Company  that it had issued a Cease  Trade  Order  against  the Company for
failure  to file  its  September  30,  2008  interim  financial  statements  and
accompanying  Management's Discussion and Analysis with the BCSC. The Company is
of the view that it has no significant  connection to British  Columbia,  so the
filing of the requested documents is not required.

                                       22
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. 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 (our
president), 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, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission 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.

                                       23
<PAGE>
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.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of December 31, 2008, 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 our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

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 our 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.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. 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.

                                       24
<PAGE>
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended December 31,
2008 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On September 12, 2008 Douglas E. Ford resigned as our President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result on September 12,
2008 we appointed Rachna Khanna as President, Chief Executive Officer,
Treasurer, and Chief Financial Officer of our company. Additionally, Ms. Khanna
was appointed a director of the company.

Subsequent to our December 31, 2008 year end, on January 19, 2009 Douglas Ford
resigned as a director. Our board of directors is now comprised of Rachna
Khanna.

Ms. Khanna is a licensed realtor in the state of California, and is a versatile
and innovative individual with 15 years experience in Sales, Promotional
Planning, Event Marketing, and Channel Marketing. Ms. Khanna holds a Bachelor of
Arts in Communication Studies from California State University.

On January 20, 2009 the British Columbia Securities Commission ("BCSC") notified
the Company that it had issued a Cease Trade Order against the Company for
failure to file its September 30, 2008 interim financial statements and
accompanying Management's Discussion and Analysis with the BCSC. The Company is
of the view that it has no significant connection to British Columbia, so the
filing of the requested documents is not required.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

The director and officer of Sawadee Ventures, Inc., whose one year term will
expire 10/01/09, or at such a time as their successor(s) shall be elected and
qualified are as follows:

Name & Address               Age   Position    Date First Elected  Term Expires
--------------               ---   --------    ------------------  ------------

Rachna Khanna                37    President        9/12/08           10/1/09
9003 Reseda Blvd.                  CEO, CFO &
Suite 205A                         Director
Northridge, CA 91324

Directors are elected to serve until the next annual meeting of stockholders and
until their successor has been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

                                       25
<PAGE>
Ms. Khanna currently devotes less than 10% of her time per week to company
matters. She will devote as much time as the board of directors deems necessary
to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities. No executive officer or director of the
corporation has been convicted in any criminal proceeding (excluding traffic
violations) or is the subject of a criminal proceeding which is currently
pending.

Resume

RACHA KHANNA, PRESIDENT, CEO, CFO & DIRECTOR

Ms. Khanna is a licensed realtor in the state of California, and is a versatile
and innovative individual with 15 years experience in Sales, Promotional
Planning, Event Marketing, and Channel Marketing. Ms. Khanna holds a Bachelor of
Arts in Communication Studies from California State University. It is
anticipated that Ms. Khanna's involvement with the Corporation will be less than
10% of her time, on average. Her responsibilities with the Corporation will be
to act as the President and Chief Financial Officer and director of the
Corporation and to oversee the day to day operations of the Corporation.

As of December 31, 2008 the company does not have a code of ethics that applies
to our principal executive officer, principal financial officer, principal
accounting officer or any other employee. Due to the development stage of the
company and Ms. Khanna being the sole officer and director of the company we do
not believe a code of ethics would serve any purpose at this time. Once the
company has additional employees or directors we intend to develop and implement
a code of ethics.

ITEM 11. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 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
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>

Rachna          2008     0         0           0            0          0            0             0         0
Khanna,
CEO, CFO &
Director

Douglas E.      2008     0         0           0            0          0            0             0         0
Ford            2007     0         0           0            0          0            0             0         0
Director(1)     2006     0         0           0            0          0            0             0         0
</TABLE>

----------
(1) Resigned effective January 19, 2009

                                       26
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      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
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Rachna        0              0              0           0           0           0            0           0            0
Khanna

Douglas       0              0              0           0           0           0            0           0            0
E. Ford
</TABLE>

                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     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
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Rachna              0         0           0            0                0               0            0
Khanna

Douglas             0         0           0            0                0               0            0
E. Ford
</TABLE>

The current Board of Directors is comprised of Ms. Rachna Khanna. Our current
officer receives no compensation. There are no current employment agreements
between the company and its executive officer.

On September 26, 2006, a total of 18,000,000 shares of Common Stock were issued
to Mr. Ford, a director of the company at that time, in exchange for cash in the
amount of $18,000 U.S., or $.001 per share. The terms of this stock issuance was
as fair to the company, in the opinion of the Board of Directors, as could have
been made with an unaffiliated third party. In making this determination they
relied upon the fact that the 18,000,000 shares were valued at par ($0.001) and
purchased for $18,000 in cash.

Ms. Khanna currently devotes less than 10% of her time per week to company
matters. She has agreed to work with no remuneration. Mr. Ford currently devotes
a minimal amount of his time to company matters. No regular compensation has, in
the past, nor is anticipated in the future, to be paid to any officer or
director in their capacities as such.

                                       27
<PAGE>
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Sawadee Ventures'
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of our common stock as of the date
of this report:

       Name and Address                 No. of            Percentage
     of Beneficial Owner (1)            Shares           of Ownership:
     -----------------------            ------           -------------

        Rachna Khanna                    None                None
        9003 Reseda Blvd.
        Suite 205A
        Northridge, CA 91324

        All Officers and
         Directors as a Group            None                None

----------
(1)  The persons named above may be deemed to be a "parent" and "promoter" of
     the Company, within the meaning of such terms under the Securities Act of
     1933, as amended, by virtue of their direct holdings in the Company.

       Name and Address
     of Beneficial Owner (1)
     of more that 5% of our             No. of            Percentage
         Common Stock                   Shares           of Ownership:
         ------------                   ------           -------------

        Douglas E. Ford               18,000,000             50%
        #208-828 Harbourside Drive
        North Vancouver, BC
        Canada V7P 3R9

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Ms. Khanna,
the officer and a director of the corporation, on a rent-free basis. Ms. Khanna
will also not receive any interest on any funds that she may advance to us for
operating expenses.

On September 26, 2006, a total of 18,000,000 shares of Common Stock were issued
to Mr. Ford in exchange for $18,000 US, or $.001 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by an officer and director of the Company. (See
"Principal Stockholders".)

                                       28
<PAGE>
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $3,000 for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended December 31, 2008.

For the year ended December 31, 2007, the total fees charged to the company for
audit services were $2,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.

ITEM 15. EXHIBITS

<TABLE>
<CAPTION>
Exhibit               Description                                             Method of Filing
-------               -----------                                             ----------------
<S>         <C>                                                 <C>
  3.1        Articles of Incorporation                          Incorporated by reference to Exhibit 3.1 to
                                                                the Company's Registration Statement on Form
                                                                SB-2 filed with the SEC on February 5, 2007.

  3.2        Bylaws                                             Incorporated by reference to Exhibit 3.1 to
                                                                the Company's Registration Statement on Form
                                                                SB-2 filed with the SEC on February 5, 2007.

  31.1       Certification of Chief Executive                   Filed electronically
             Officer pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002.

  31.2       Certification of Chief Financial                   Filed electronically
             Officer pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002.

  32.1       Certification of Chief Executive                   Filed electronically
             Officer pursuant to 18 U.S.C. Section 1350,
             as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.

  32.2       Certification of Chief Financial                   Filed electronically
             Officer pursuant to 18 U.S.C. Section 1350,
             as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.
</TABLE>

                                       29
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this report to be signed on
its behalf by the undersigned, in the city of Northridge, CA, on March 24, 2009.

                                       Sawadee Ventures, Inc.


                                       /s/ Rachna Khanna
                                       -----------------------------------------
                                       Rachna Khanna, Sole Director,
                                       President, Principal Executive Officer,
                                       Principal Financial Officer and Principal
                                       Accounting Officer

                                       30