UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
February 8, 2010
Date of Report (Date of Earliest Event Reported)
CASEY CONTAINER CORP
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-140445 20-5619324
(State of Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
7255 East Alfredo Drive, Scottsdale, AZ 85258
(Address of Principal Executive Offices) (Zip Code)
602-819-4181
(Registrant's Telephone Number, including Area Code)
SAWADEE VENTURES, INC
9003 Reseda Boulevard, Suite 205A, Northridge, CA 91324
(Former Name or Former Address, if Changed Since Last Report)
Michael M. Kessler, Esq.
3436 American River Drive, Suite 11
Sacramento, CA 95864
(916) 239-4000 (916) 239-4000
(Name, Address and Telephone Number of Agent for Service)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.01 Changes in Control of Registrant. 3
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers. 13
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. 13
Item 5.06 Change in Shell Company Status. 13
Item 9.01 Financial Statements and Exhibits. 13
SIGNATURES 14
2
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
CORPORATE HISTORY
Casey Container Corp., a Nevada corporation, (hereinafter referred to as the
"Company" or "Casey Container") was incorporated under the name Sawadee Ventures
Inc. 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 President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result on September 12,
2008 the Company appointed Rachna Khanna as President, Chief Executive Officer,
Treasurer, and Chief Financial Officer. Additionally, Ms. Khanna was appointed a
director of the Company.
On January 19, 2009 Douglas Ford resigned as a director. The Board of Directors
was now comprised of Rachna Khanna.
On January 12, 2010 Ms. Rachna Khanna tendered her resignation as the President,
CEO, CFO and Director. The same day Mr. James Casey, Mr. Terry Neild, and Mr.
Robert Seaman were appointed as Directors of the Company. Mr. Casey filled the
position of President, Mr. Neild was appointed Chief Executive Officer, Chief
Financial Officer and Secretary, and Mr. Seaman was appointed Vice-
President-Operations.
DESCRIPTION OF CASEY CONTAINER
Casey Container designs and custom manufactures biodegradable PET plastic
preforms that become PET plastic containers, such as bottles for water or other
beverage products. The Company is committed to developing container products
that meet the demands of its clients while addressing today's most fundamental
environmental issues concerning the proliferation of plastics.
The Company offers biodegradable plastic packaging solutions using the
breakthrough science of EcoPure(TM) technology. In short, the Company provides
environmentally responsible plastic packaging solutions to assist its clients in
obtaining a competitive advantage in the marketplace.
WHAT IS BIODEGRADABLE PET PLASTIC
Working with Bio-tec Environmental, developer of the breakthrough EcoPure(TM)
technology, the Company now has the unique ability to offer a revolutionary
biodegradable PET plastic packaging solution that is FDA approved.
The Company's believes its products are cost effective and offer the same
advantages as PET plastic packaging because it is PET. The EcoPure(TM)
technology the Company uses to make its plastic packaging solutions
biodegradable can be used with polystyrene (PS), polypropylene (PP),
polyethyeleneterapthalate (PET), polyethylene (PE), polyvinyl chloride (PVC) and
most other types of polymer.
The Company's biodegradable PET solutions have shown to maintain the same
physical properties as conventional PET plastic packaging and can also be
recycled alongside conventional PET. Many other biodegradable options on the
market can possibly contaminate the PET recycling stream, thus creating added
stress on recycling plants.
HOW DO PLASTICS BIODEGRADE
The EcoPure(TM) technology the Company uses for its products adds nutrients and
other organic compounds that weaken the polymer chain and allow microbial action
to colonize in and around the plastic. The bottles are then completely
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metabolized, turning them into inert humus (biomass), biogas (anaerobic) or Co2
(aerobic). Thus, rather than requiring mechanical means such as heat and light
to break down, the products biodegrade in one to five years through the
microbial activity in compost and landfill environments.
COMPETITION
Until now two types of products have dominated this sector of the market:
oxo-degradables and starch based PLA (Poly-lactic Acid) products.
Oxo-degradables are an additive based technology which cause bottles to fragment
from light, heat, moisture, mechanical stress and can only be used in
polypropylene, polyethylene, and polystyrene (not in polyethyeleneterapthalate,
or PET). It is also believed that oxo-degradables do not actually biodegrade,
but break down into tiny toxic pieces of plastic mixing into soil and waterways.
This could possibly have an impact on plant and animal life, and thus, also
contaminate our food supply.
PLA is a starch based alternative to traditional plastics and attempts to
replace polypropylene (PP), polyethylene (PE), and polyethyeleneterapthalate
(PET). These PLA packaging options lack the performance of conventional PET
plastic packaging and have not yet attained economies of scale. It is also
debated that they can drive up the prices of essential food-supply commodities,
such as corn.
Since the Company has a non-exclusive Additive Supply and License Agreement with
Bio-tec Environmental for its EcoPure(TM) technology, the Company understands
that Bio-tec Environmental itself can also be considered a competitor.
GOVERNMENT REGULATION
As stated earlier the EcoPure(TM) technology is FDA approved. Bio-tec
Environmental, the supplier of the EcoPure(TM) technology, is responsible for
its good standing with the FDA. Casey Container will work closing with Bio-tec
Environmental in regards to maintaining its FDA approval.
EMPLOYEES
As of February 8, 2010, the Company had no employees other than its corporate
officers. The Company has 2 independent contractors who provide technology
services, and public relations. Casey Container has not experienced any work
stoppages and it considers relations with its independent contractors to be
good.
LEGAL PROCEEDINGS
From time to time, Casey Container may become involved in various lawsuits and
legal proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these
or other matters may arise from time to time that may harm its business. Casey
Container is currently not aware of any such legal proceedings or claims that
they believe will have, individually or in the aggregate, a material adverse
affect on its business, financial condition or operating results.
PROPERTY
Casey Container currently operates out of leased property located at 7255 E. San
Alfredo Drive Scottsdale, AZ 85258.
RISK FACTORS
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
THE COMPANY WILL NEED SIGNIFICANT ADDITIONAL CAPITAL, WHICH THEY MAY BE UNABLE
TO OBTAIN.
The Company's capital requirements in connection with its development activities
and transition to commercial operations have been and will continue to be
significant. The Company will require additional funds to purchase manufacturing
equipment, lease a manufacturing facility needed to produce products, and to
4
market its products. There can be no assurance that financing will be available
in amounts or on terms acceptable to the Company, if at all.
THE COMPANY WILL FACE SIGNIFICANT COMPETITION.
As stated earlier, until now two types of products have dominated this sector of
the market: oxo-degradables and starch based PLA (Poly-lactic Acid) products.
Oxo-degradables are an additive based technology which cause bottles to fragment
from light, heat, moisture, mechanical stress and can only be used in
polypropylene, polyethylene, and polystyrene (not in polyethyeleneterapthalate,
or PET). It is also believed that oxo-degradables do not actually biodegrade,
but break down into tiny toxic pieces of plastic mixing into soil and waterways.
This could possibly have an impact on plant and animal life, and thus, also
contaminate our food supply.
PLA is a starch based alternative to traditional plastics and attempts to
replace polypropylene (PP), polyethylene (PE), and polyethyeleneterapthalate
(PET). These PLA packaging options lack the performance of conventional PET
plastic packaging and have not yet attained economies of scale. It is also
debated that they can drive up the prices of essential food-supply commodities,
such as corn.
Since the Company has a non-exclusive Additive Supply and License Agreement with
Bio-tec Environmental for its EcoPure(TM) technology, the Company understands
that Bio-tec Environmental itself can also be considered a competitor.
THE COMPANY'S OPERATING RESULTS MAY FLUCTUATE, MAKING RESULTS DIFFICULT TO
PREDICT AND COULD CAUSE PROJECTED RESULTS TO FALL SHORT OF EXPECTATIONS.
The Company's operating results may fluctuate as a result of a number of
factors, many outside of the Company's control. As a result, comparing the
Company's operating results on a period-to-period basis may not be meaningful,
and it should not rely on the Company's past results as an indication of their
future performance. The Company's quarterly, year-to-date, and annual expenses
as a percentage of their revenues may differ significantly from historical or
projected rates. The Company's operating results in future quarters may fall
below expectations. Any of these events could cause the Company's stock price to
fall. Each of the risk factors listed in Risk Factors, and the following factors
may affect the Company's operating results:
* Our ability to continue to attract customers.
* The amount and timing of operating costs and capital expenditures
related to the maintenance and expansion of the Company's businesses,
operations and infrastructure.
* The Company's focus on long-term goals over short-term results.
* The results of investments in risky projects.
* The Company's ability to keep operations operational at a reasonable
cost and without service interruptions.
* The Company's ability to achieve revenue goals for partners to whom
they guarantee minimum payments or pay distribution fees.
* The Company's ability to generate revenue from services in which they
have invested considerable O time and resources.
THE COMPANY'S BUSINESS AND OPERATIONS COULD EXPERIENCE RAPID GROWTH. IF THEY
FAIL TO EFFECTIVELY MANAGE THEIR GROWTH, THEIR BUSINESS AND OPERATING RESULTS
COULD BE HARMED.
The Company could experience rapid growth in their operations, which could place
significant demands on management, operational and financial infrastructure. If
the Company does not effectively manage its growth, the quality of their
products and services could suffer, which could negatively affect branding and
operating results. To effectively manage this growth, the Company will need to
continue to improve its operational, financial and management controls and
reporting systems and procedures. These systems enhancements and improvements
could require significant capital expenditures and management resources. Failure
to implement these improvements could hurt the Company's ability to manage its
growth and financial position.
5
THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS ARE VALUABLE, AND ANY INABILITY TO
PROTECT THEM COULD REDUCE THE VALUE OF THEIR PRODUCTS, SERVICES AND BRAND.
The Company's trademarks, trade secrets, copyrights and other intellectual
property rights are important assets for the Company. Various events outside of
their control pose a threat to their intellectual property rights as well as to
their products and services. For example, effective intellectual property
protection may not be available in every country in which their products are
distributed. Also, the efforts the Company takes to protect its proprietary
rights may not be sufficient or effective. Any significant impairment of their
intellectual property rights could harm the Company's business or ability to
compete. Also, protecting their intellectual property rights is costly and time
consuming.
THE COMPANY RELIES ON HIGHLY SKILLED PERSONNEL AND, IF THEY ARE UNABLE TO RETAIN
OR MOTIVATE KEY PERSONNEL OR HIRE QUALIFIED PERSONNEL, THEY MAY NOT BE ABLE TO
GROW EFFECTIVELY.
The Company's performance largely depends on the talents and efforts of highly
skilled individuals. Their future success depends on the Company's continuing
ability to identify, hire, develop, motivate and retain highly skilled personnel
for all areas of our organization.
RISKS RELATED TO OWNERSHIP OF COMMON STOCK
THE TRADING PRICE FOR THE COMPANY'S COMMON STOCK MAY BE VOLATILE
The market price of the Company's common shares may experience fluctuations. The
market price of common shares may be adversely affected by various factors,
including proposed Internet legislation or enforcement of existing laws,
innovation and technological changes, the emergence of new competitors,
quarterly variations in revenue and results of operations, speculation in the
press or analyst community and general market conditions or market conditions
specific to particular industries, including the Internet and gaming.
THERE IS A LIMITED MARKET FOR THE COMPANY'S COMMON STOCK, WHICH MAY MAKE IT
DIFFICULT FOR TO SELL STOCK.
The Company's common stock trades on the OTCBB under the symbol "SWDE." There is
a limited trading market for their common stock. Accordingly, there can be no
assurance as to the liquidity of any markets that may develop for the Company's
common stock, the ability of holders of the Company's common stock to sell the
Company's common stock, or the prices at which holders may be able to sell the
Company's common stock.
SWDE'S SHARES ARE SUBJECT TO THE U.S. "PENNY STOCK" RULES AND INVESTORS WHO
PURCHASE SHARES MAY HAVE DIFFICULTY RE-SELLING THEIR SHARES AS THE LIQUIDITY OF
THE MARKET FOR SHARES MAY BE ADVERSELY AFFECTED BY THE IMPACT OF THE "PENNY
STOCK" RULES.
The Company's stock is subject to U.S. "Penny Stock" rules, which may make the
stock more difficult to trade on the open market. The Company's common shares
currently trade on the OTCBB. A "penny stock" is generally defined by
regulations of the U.S. Securities and Exchange Commission ("SEC") as an equity
security with a market price of less than US $5.00 per share. However, an equity
security with a market price under US $5.00 will not be considered a penny stock
if it fits within any of the following exceptions:
(i) the equity security is listed on NASDAQ or a national securities
exchange;
(ii) the issuer of the equity security has been in continuous operation for
less than three years, and either has (a) net tangible assets of at
least US$5,000,000, or (b) average annual revenue of at least
US$6,000,000; or
(iii) the issuer of the equity security has been in continuous operation
for more than three years, and has net tangible assets of at least
US$2,000,000.
The Company's common stock does not currently fit into any of the above
exceptions. If an investor buys or sells a penny stock, SEC regulations require
6
that the investor receive, prior to the transaction, a disclosure explaining the
penny stock market and associated risks. Furthermore, trading in SWDE's common
stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to
non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers
who recommend the Company's securities to persons other than established
customers and accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction prior to sale. Securities are exempt from this rule if their
market price is at least $5.00 per share.
Since the Company's common stock is currently deemed penny stock regulations, it
may tend to reduce market liquidity of the Company's common stock, because they
limit the broker/dealers' ability to trade, and a purchaser's ability to sell,
the stock in the secondary market.
A low price of the Company's common stock has a negative effect on the amount
and percentage of transaction costs paid by individual shareholders. A low price
of the Company's common stock also limits the Company's ability to raise
additional capital by issuing additional shares. There are several reasons for
these effects. First, the internal policies of certain institutional investors
prohibit the purchase of low-priced stocks. Second, many brokerage houses do not
permit low-priced stocks to be used as collateral for margin accounts or to be
purchased on margin. Third, some brokerage house policies and practices tend to
discourage individual brokers from dealing in low-priced stocks. Finally,
broker's commissions on low-priced stocks usually represent a higher percentage
of the stock price than commissions on higher priced stocks. As a result, the
Company's shareholders may pay transaction costs that are a higher percentage of
their total share value than if the Company's share price were substantially
higher.
For more information about penny stocks, contact the Office of Filings,
Information and Consumer Services of the U.S. Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at
(202) 272-7440.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 8-K 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 8-K, 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. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:
* Our ability to attract and retain management, and to integrate and
maintain technical information and management information systems;
* Our ability to raise capital when needed and on acceptable terms and
conditions;
* The intensity of competition; and
* General economic conditions.
All written and oral forward-looking statements made in connection with this
Form 8-K that are attributable to us or persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
7
CASEY CONTAINER CORP. PLAN OF OPERATIONS
Casey Container Corp., a Nevada corporation, was incorporated under the name
Sawadee Ventures Inc. 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.
In November of 2009 we entered into Additive Supply and License Agreement with
Bio-tec Environmental, developer of the breakthrough EcoPure(TM) technology, we
now have the unique ability to offer a revolutionary biodegradable PET plastic
packaging solution that is FDA approved.
We have not generated any income since inception, and as of the quarter ended
September 30, 2009 have incurred a net loss of $5,714.
We are currently focusing on generating revenue by implementing three phases of
our strategy. First, we plan to raise capital to purchase manufacturing
equipment and lease a manufacturing facility. Second, we plan to increase our
customer base. Third, we intend to leverage our assets to expand our business
model through the acquisitions of related businesses.
CASEY CONTAINER CORP. RESULTS OF OPERATIONS
Casey Container Corp. began active operation on January 11, 2010, and has a
fiscal operating year of January 1 to December 31.
REVENUES:
The Company is a development stage company and has not generated any revenues
during the period from inception to December 31, 2009.
PROPERTY AND EQUIPMENT:
The Company currently owns no equipment. Its current asset is its Additive
Supply and License Agreement with Bio-tec Environmental.
TOTAL EXPENSES:
The Company has no expenses from inception, or as of the date of this report.
NET INCOME (LOSS):
The Company has no losses from inception, or as of the date of this report.
LIQUIDITY AND CAPITAL RESOURCES:
For purposes of reporting cash flows, cash includes demand deposits, time
deposits, and short-term cash equivalents with original maturities of three
months or less. As of the date of this report Casey Container had no cash and no
cash equivalents.
OFF BALANCE SHEET ARRANGEMENTS:
We do not have any off balance sheet arrangements as of the date of this report.
8
SAWADEE VENTURES INC. RESULTS OF OPERATIONS
Sawadee Ventures incurred operating expenses of $4,665 and $2,893 for the
three-month periods ended September 30, 2009 and 2008, respectively. These
expenses consisted of general and administrative expenses.
At September 30, 2009, they had cash on hand of $5,714, being our total assets,
and their liabilities were $4,505 in accounts payable.
Sawadee Ventures sold $54,000 in equity securities since inception, $18,000 from
the sale of 18,000,000 shares of stock to their officer and director and $36,000
from the sale of 18,000,000 shares registered pursuant to their SB-2
Registration Statement which became effective on March 2, 2007.
The following table provides selected financial data about Sawadee Ventures for
the period from the date of incorporation through September 30, 2009.
Balance Sheet Data: 9/30/09
------------------- -------
Cash $5,714
Total assets $5,714
Total liabilities $4,505
Shareholders' equity $1,209
OFF BALANCE SHEET ARRANGEMENTS:
They did not have any off balance sheet arrangements as of December 31, 2009 or
as of the date of this report.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In accordance with the reporting requirements of SFAS No. 107, DISCLOSURES ABOUT
FAIR VALUE OF FINANCIAL INSTRUMENTS, the Company calculates the fair value of
its assets and liabilities which qualify as financial instruments under this
statement and includes this additional information in the notes to the financial
statements when the fair value is different than the carrying value of those
financial instruments. The estimated fair value of cash, accounts payable and
credit cards payable approximate their carrying amounts due to the short
maturity of these instruments. At December 31, 2008, the Company did not have
any other financial instruments.
INCOME TAXES
The Company accounts for corporate income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109. The Company recognizes deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the financial statements and tax returns. Deferred
tax assets and liabilities are determined based on the difference between the
financial statement carrying amounts and tax bases of assets and liabilities
using enacted tax rates in the years in which the differences are expected to be
settled or realized.
9
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
Mr. James Casey, Mr. Terry Neild and Robert Seaman were appointed as Directors
of the Company. Mr. Casey will fill the position of President, Mr. Terry Neild
will become Chief Executive Officer, Chief Financial Officer and Secretary and
Mr. Seaman will be Vice- President-Operations.
Mr. James Casey, age 64, has more then 30 years experience in sales, marketing
and distribution. Previously he served in a senior management position with the
US Industrial Chemical Co where he gained extensive experience in plastic
extrusion methods, blow molding of plastic containers. At Merck Darmstadt in
West Germany, Mr. Casey was responsible for, for the company's leading edge
generic engineering products that were marketed to medical schools,
pharmaceutical companies, various research organizations and the US Food and
Drug Administration. Mr. Casey is and alumnus of Loyola College in Baltimore
where he received his B.S. in Chemistry and Biochemistry. He served as a Naval
Aviator from 1968 to1971.
Mr. Terry Neild, age 69, was previously President and CEO of Clearly Canadian
Beverage Corporation and Jolt Beverages Corporation, both successful retail
specialty beverage and bottled water companies. Throughout his 35-year career as
a business leader and innovator, Mr. Neild has built a depth of proven
entrepreneurial skills in a variety of industries. He has guided the development
of several start-up companies; bringing them to a substantial success. Mr.
Neild, who is a Certified Management Accountant, has held senior financial
positions in Fortune 500 companies.
Mr. Robert ("Bob") Seaman, age 63, has a wealth of bottling and manufacturing
industry experience. He has held numerous leadership positions in his 37 years
of work in manufacturing, mechanical engineering, and machine installation and
repairs. He has installed, tested, repaired and run bottling equipment in many
foreign countries and most US states, producing a vast array of product
containers. In the water sector alone, Seaman has set up bottling plants for
Fiji Water, Ozarka Water, Penta Water and many others. He holds a Bachelor's
Degree as an Industrial Engineering from Purdue University and held the rank of
Sgt. E-7 in the United States Army
RESIGNING DIRECTORS
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.
EXECUTIVE COMPENSATION
SAWADEE VENTURES INC.
Our executive officers have not received any compensation since the date of our
incorporation, and we did not accrue any compensation.
CASEY CONTAINER CORP.
Our executive officers have not received any compensation since the date of our
incorporation, and we did not accrue any compensation.
EQUITY COMPENSATION PLANS
The Company has not adopted any Equity Compensation Plans.
10
COMPENSATION OF DIRECTORS
We do not compensate our directors for their time spent on our behalf, but they
are entitled to receive reimbursement for all out of pocket expenses incurred
for attendance at our Board of Directors meetings.
PENSION AND RETIREMENT PLANS
Currently, we do not offer any annuity, pension or retirement benefits to be
paid to any of our officers, directors or employees. There are also no
compensatory plans or arrangements with respect to any individual named above
which results or will result from the resignation, retirement or any other
termination of employment with our company, or from a change in our control.
EMPLOYMENT AGREEMENTS
We do not have any written employment agreements.
AUDIT COMMITTEE
Presently, our Board of Directors is performing the duties that would normally
be performed by an audit committee. We intend to form a separate audit
committee, and plan to seek potential independent directors. In connection with
our search, we plan to appoint an individual qualified as an audit committee
financial expert.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To date we have not entered into any transactions in which any of our directors,
executive officers, or affiliates, including any member of an immediate family,
had or are to have a direct or indirect material interest. However, the Company
has entered into a Consulting Agreement with Taste of Aruba (US), Inc. "(Taste
of Aruba)." As per the Agreement shareholders of Taste of Aruba are to receive
one share of Casey Container for every two shares they hold in Taste of Aruba.
The shares are to be issued within the first quarter of 2010. Mr. Neild, Casey
Container CEO, CFO, & Secretary, will receive 3,000,000 shares as a result of
the said Consulting Agreement.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 250,000,000 shares of common stock with a par
value of $0.001, and 10,000,000 shares of preferred stock with a par value of
$0.001. At the close of business on February 8, 2010, the Company had 36,000,000
shares of Common Stock issued and outstanding.
Holders of the Company's common stock are entitled to one vote for each share on
all matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of the Company's common stock representing a majority of the
voting power of the Company's capital stock issued, outstanding and entitled to
vote, represented in person or by proxy, are necessary to constitute a quorum at
any meeting of stockholders. A vote by the holders of a majority of the
Company's outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to the Company's
articles of incorporation.
Holders of the Company's common stock are entitled to share in all dividends
that the board of directors, in its discretion, declares from legally available
funds. In the event of a liquidation, dissolution or winding up, each
outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having preference over the common stock. The Company's common stock has
no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to the Company's common stock.
11
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares of common stock, par value $0.001 per share, are quoted on the
Over-the-Counter Bulletin Board ("OTC.BB") under the symbol "SWDE".
The following table sets forth the high and low sales prices for our common
stock for each quarter within the last two fiscal years and any subsequent
interim period as reported by the OTC.BB.
Fiscal Year Ended December 31, 2009 and Interim Period
(Quarter Ended March 31, 2010)*
High Low
---- ---
Quarter ended 3/31/09 $ -- $ --
Quarter ended 1/31/09 $ -- $ --
Quarter ended 6/30/09 $ -- $ --
Quarter ended 9/30/09 $ -- $ --
Quarter ended 3/31/10 $0.10 $0.10
The closing sale prices in the table above reflect inter-dealer prices, without
retail mark-up or commissions and may not represent actual transactions.
THE SHARES QUOTED ARE SUBJECT TO THE PROVISIONS OF SECTION 15(G) AND RULE 15G-9
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE EXCHANGE ACT"), COMMONLY
REFERRED TO AS THE "PENNY STOCK" RULE. SECTION 15(G) SETS FORTH CERTAIN
REQUIREMENTS FOR TRANSACTIONS IN PENNY STOCKS AND RULE 15G9(D)(1) INCORPORATES
THE DEFINITION OF PENNY STOCK AS THAT USED IN RULE 3A51-1 OF THE EXCHANGE ACT.
The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Trading in the shares is subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares. As of February 8, 2010, there were
approximately twenty-one (21) holders of record of our common stock.
DIVIDEND POLICY
The Company has never declared or paid any cash dividends on its common stock.
We currently intend to retain future earnings, if any, to finance the expansion
of its business. As a result, we do not anticipate paying any cash dividends in
the foreseeable future.
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LEGAL PROCEEDINGS
We are not a party to any legal proceedings, nor are we aware of any
contemplated or pending legal proceedings against us.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has not offered the sale of its securities.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's directors and executive officers are indemnified as provided by
the Nevada General Corporation law and its Bylaws. These provisions state that
the Company's directors may cause the Company to indemnify a director or former
director against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, actually and reasonably incurred by him
as a result of him acting as a director. The indemnification of costs can
include an amount paid to settle an action or satisfy a judgment. Such
indemnification is at the discretion of the Company's board of directors and is
subject to the Securities and Exchange Commission's policy regarding
indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
See Item 5.01.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
The Company is changing its name to Casey Container Corp.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
See Item 5.01
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
- -------------- -----------
10.1 Additive Supply and License Agreement with Bio-tec Environmental
10.2 Consulting Agreement with Taste of Aruba (US), Inc.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASEY CONTAINER, CORP.
Date: February, 2010 By: /s/ James Casey
----------------------------------------
Name: James Casey
Title: President
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