UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission file number 333-140445
Casey Container Corp.
(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.)
7255 East San Alfredo Drive, Scottsdale, AZ 85258
(Address of principal executive offices, including zip code)
(602) 819 4181
(Telephone number, including area code)
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 [ ]
The aggregate market value of the issuer's voting and non-voting common equity
stock held as of April 8, 2010 by non-affiliates of the issuer was $41,400,000
based on the closing price of the registrant's common stock on such date.
As of April 8, 2010 there were 36,000,000 shares of $.001 par value common stock
issued and outstanding.
CASEY CONTAINER, CORP.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Securities Holders 8
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 8. Financial Statements 11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 22
Item 9A. Controls and Procedures 22
Item 9B. Other Information 23
Part III
Item 10. Directors and Executive Officers 23
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions 26
Item 14. Principal Accounting Fees and Services 27
Part IV
Item 15. Exhibits 27
Signatures 28
2
PART I
ITEM 1. BUSINESS
Casey Container, Corp, a Nevada corporation, was incorporated in the State of
Nevada on September 26, 2006 under the name Sawadee Ventures Inc. to engage in
the acquisition, exploration and development of natural resource properties of
merit. 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 for the period ending 12/31/2009 we did not generate revenues, did not
own an operating business and had no employees and no material assets. However,
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.
Subsequent to the period ending 12/31/2009, on January 6, 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.
Casey Container now 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.
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
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.
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
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.
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). 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.
As stated earlier the EcoPure(TM) technology is FDA approved. Bio-Tec
Environmental, the supplier of the EcoPure(TM) technology and additive, 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.
As of April 12, 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.
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.
Casey Container currently utilize space, for no charge, at 7255 East San Alfredo
Drive, Scottsdale AZ 85258.
3
The implementation of our business objectives is wholly contingent upon 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 our growth potential.
While we may, under certain circumstances, seek to effect business combinations
with additional target business, unless additional financing is obtained, we may
not have sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.
The Company has established a public trading market for its shares thus avoiding
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. Our business is
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 business will not prove to be commercially viable.
Our current officers are devoted full time to our affairs. Our officers may be
entitled to receive compensation for such services. We depend on outside
consultants, advisors, attorneys and accountants as necessary, some of which
will be hired on a retainer basis. We do anticipate on hiring full-time
employees as we develop the Company's business.
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 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 assets. 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 thereunder. 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 a 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
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 2006, up to the period ending 12/31/2009, we had no operating
business. We are entering into a new business model and seeking acquisitions
and/or business combination with another operating company similar to our
current business model, namely environmentally responsible plastic packaging
solutions. To date, our efforts have been limited to meeting our regulatory
filing requirements and business development.
WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED
ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.
4
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 Company's new
business model is executed and we cannot ascertain our full 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.
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 officers may be entitled
to receive compensation from a target company they identify or provide 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 their fiduciary duty to our stockholders. Further, our
management's own pecuniary interest may at some point compromise their 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. Many of these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we may 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
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.
CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER
OR BUSINESS COMBINATION.
Our Articles of Incorporation authorized the issuance of 250,000,000 shares of
Common Stock and 10,000,000 Preferred Shares. There are currently 214,000,000
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
5
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-dealer 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
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.
RISKS RELATED TO OUR NEW BUSINESS MODEL 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
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).
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:
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.
* 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 time and resources.
6
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.
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 TO SELL STOCK.
The Company's common stock trades on the OTCBB under the symbol "CSEY." 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.
CSEY'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
that the investor receive, prior to the transaction, a disclosure explaining the
penny stock market and associated risks. Furthermore, trading in CSEY'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 a penny stock, 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
7
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.
ITEM 2. PROPERTIES
We currently utilize space, for no charge, at 7255 East San Alfredo Drive,
Scottsdale AZ 85258. 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
Casey Container, Corp. 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, 2009.
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 "CSEY". 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,
2009.
(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
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-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 10-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:
8
* 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 10-K that are attributable to us or persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
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 an Additive Supply and License Agreement
with Bio-Tec Environmental, developer of the breakthrough EcoPure(TM)
technology. The Agreement has an effective date of January 1, 2010. 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 year ended
December 31, 2009 have incurred a net loss of $11,011.
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
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.
TOTAL EXPENSES:
The Company incurred operating expenses of $11,011 and $16,304 for the periods
ended December 31, 2009 and 2008, respectively. These expenses consisted of
general and administrative expenses.
NET INCOME (LOSS):
The Company has a loss of $11,011 due to its administrative and professional
expenses for the period ended December 31, 2009.
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 December 31, 2009 Casey Container had $3,424 in cash.
OFF BALANCE SHEET ARRANGEMENTS:
We do not have any off balance sheet arrangements as of December 31, 2009.
The Company 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.
9
The following table provides selected financial data about Casey Container,
Corp. for the period ending December 31, 2009.
Balance Sheet Data: 12/31/09
------------------- --------
Cash $ 3,424
Total assets $ 3,424
Total liabilities $ 11,171
Shareholders' equity $ (7,747)
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, 2009, 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.
10
ITEM 8. FINANCIAL STATEMENTS
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Casey Container Corp fka Sawadee Ventures, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Casey Container Corp fka
Sawadee Ventures, Inc. (A Development Stage Company) as of December 31, 2009 and
2008, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years then ended and from inception on September 26, 2006
through December 31, 2009. 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 conduct our audits 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 Casey Container Corp fka
Sawadee Ventures, Inc. (A Development Stage Company) as of December 31, 2009 and
2008, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years then ended and from inception on September 26, 2006
through December 31, 2009, 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 2 to the
financial statements, the Company has had a loss from operations of $11,011, an
accumulated deficit of $61,747, working capital deficit of $7,747 as of December
31, 2009, and has earned no revenues since inception, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Seale and Beers, CPAs
- ---------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
April 6, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
11
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2009 and 2008
BALANCE SHEETS
(Expressed in U.S. Dollars)
Audited as of Audited as of
December 31, December 31,
2009 2008
-------- --------
(Restated)
ASSETS
CURRENT ASSETS
Cash $ 3,424 $ 14,682
-------- --------
Total Current Assets 3,424 14,682
-------- --------
Total Assets $ 3,424 $ 14,682
======== ========
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 11,171 11,418
-------- --------
Total Current Liabilities 11,171 11,418
-------- --------
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 development stage (61,747) (50,736)
-------- --------
Total Stockholders' Equity (7,747) 3,264
-------- --------
Total Liabilities and Stockholders' Equity $ 3,424 $ 14,682
======== ========
The accompanying notes are an integral part of these financial statements.
12
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2009 and 2008
STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
(Audited)
Period from
September 26, 2006
For the Year For the Year (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2009 2008 2009
------------ ------------ ------------
(Restated) (Restated)
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000
Impairment of mineral property -- -- 9,000
General and Administrative 11,011 16,304 42,747
------------ ------------ ------------
Total Expenses 11,011 16,304 61,747
------------ ------------ ------------
Net loss from Operations (11,011) (16,304) (61,747)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
Net Income (Loss) for the period $ (11,011) $ (16,304) $ (61,747)
============ ============ ============
Basic and Diluted Earnings Per Common
Share (0.00) (0.00)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 36,000,000 36,000,000
============ ============
The accompanying notes are an integral part of these financial statements.
13
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2009 and 2008
Statements of Stockholders' Equity
For the period from September 26, 2006 (inception)
to December 31, 2009 (Restated)
(Expressed in U.S. Dollars)
Accumulated
Deficit During
$0.001 Paid-In Exploration Stockholders'
Shares Par Value Capital Stage Equity
------ --------- ------- ------- ------
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) -- -- -- (16,304) (16,304)
---------- -------- -------- --------- --------
Balance, December 31, 2008 36,000,000 36,000 18,000 (50,736) 3,264
Net Loss for the Year (audited) -- -- -- (11,011) (11,011)
---------- -------- -------- --------- --------
Balance, December 31, 2009 36,000,000 $ 36,000 $ 18,000 $ (61,747) $ (7,747)
========== ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
14
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2009 and 2008
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
Period from
September 26, 2006
For the Year For the Year (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
(Restated) (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(11,011) $(16,304) $(61,747)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property -- -- 9,000
Prepaid -- -- --
Accounts Payable and Accrued Liabilities (247) 5,968 11,171
-------- -------- --------
Net Cash Provided from Operating Activities (11,258) (10,336) (41,576)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property option payment -- -- (9,000)
-------- -------- --------
Net Cash Used in Investing Activities -- -- (9,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for cash -- -- 54,000
-------- -------- --------
Net Cash Provided from Financing Activities -- -- 54,000
-------- -------- --------
Net Increase (Decrease) in Cash (11,258) (10,336) 3,424
-------- -------- --------
Cash, Beginning of the Period 14,682 25,018 --
-------- -------- --------
Cash, End of the Period $ 3,424 $ 14,682 $ 3,424
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
======== ======== ========
Cash paid for income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
15
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Casey Container Corp. (formerly Sawadee
Ventures Inc.), a Nevada corporation, (hereinafter referred to as the "Company"
or "Casey Container") was incorporated in the State of Nevada on September 26,
2006. The Company's year end is December 31. The Company was originally formed
to engage in the acquisition, exploration and development of natural resource
properties of merit. In December 2006 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. In 2008, the Company
decided not to continue its Option and the MPPA was terminated and the Company
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. Effective as of January
6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO
and Director. 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.
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.
USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
16
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments
with maturity of three months or less to be cash equivalents.
INCOME TAXES - The Company accounts for its income taxes by recognizing 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 - 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 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, 2009,
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 - 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.
17
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
MINERAL PROPERTY COSTS - The Company was in the exploration stage since its
inception on September 26, 2006 through December 31, 2008 and had 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. The Company assesses the carrying costs for
impairment 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 - From September 2008 through February 2010,
the FASB (Financial Accounting Standards Board) issued various Accounting
Standards Updates relating to the treatment and recording of certain accounting
transactions. Management has determined these recent accounting pronouncements
have no impact on the financial statements of Casey Container Corp.
2. GOING CONCERN
The Company has incurred net losses of $61,747 for the period from September 26,
2006 (Date of Inception) through December 31, 2009 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.
3. PROPERTY AND EQUIPMENT
As of December 31, 2009, the Company does not own any property and/or equipment.
18
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
4. MINERAL PROPERTY
During the year ended December 31, 2008, the Company decided not to continue its
Option under the MPPA with Cazador Resources Ltd., a private British Columbia
company and the MPPA was terminated at December 31, 2008 and the Company
relieved itself from any further obligations under the MPPA.
5. STOCKHOLDER'S EQUITY
The Company has 75,000,000 common 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 directors 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.
6. RELATED PARTY TRANSACTIONS
As of December 31, 2009 there are no other related party transactions between
the Company and any officers other than those mentioned above.
7. STOCK OPTIONS
As of December 31, 2009, 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.
8. ADVERTISING
The Company will expense its advertising when incurred. The Company had not
incurred any advertising expense as of December 31, 2009.
19
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
9. RESTATEMENT
Due to an accounting error, the Company has restated its Balance Sheet,
Statement of Operations, Statement of Shareholders' Equity and Statement of Cash
Flows for the year ended December 31, 2008 due to the understatement of accrued
liabilities and expenses.
Year Ended December 31, 2008
Original Change Restated
-------- ------ --------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 5,265 $ 6,153 $ 11,418
TOTAL CURRENT LIABILITIES 5,265 6,153 11,418
EXPENSES
General and Administrative 2,266 740 3,006
Professional Fees 7,885 5,413 13,298
-------- -------- --------
NET INCOME (LOSS) FOR THE YEAR (10,151) (6,153) (16,304)
======== ======== ========
10. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through April 6, 2010, the date
which the financial statements were available to be issued, and the following
events have been identified:
Effective January 12, 2010, the Certificate of Incorporation was changed and the
name of the Company was changed to Casey Container Corp. Casey Container Corp.
designs and custom manufactures biodegradable PET plastic preforms that become
PET plastic containers, such as bottles for water and other beverage products
and other consumer products through a non-binding supply and license agreement
with Bio-Tec Environmental. On January 12, 2010, the Company signed the
Commitment Agreement for the production of its preforms to be used by Taste of
Aruba (U.S.), Inc. to produce biodegradable water bottles. On April 1, 2010, the
Company and Taste of Aruba (U.S.), Inc. entered into a definitive Product
Purchase Agreement for the Company to provide preforms thru December 31, 2015.
The Company agreed to issue 18,371,500 Common Stock shares to Taste of Aruba
(U.S.), Inc. as an inducement for the Product Purchase Agreement as enumerated
in the Commitment Agreement. The issuance will not raise additional cash equity.
20
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
10. SUBSEQUENT EVENTS (continued)
Effective January 12, 2010, the Certificate of Incorporation was changed whereby
the aggregate number of shares which the Company will have authority to issue is
260,000,000, of which 250,000,000 is par value $0.001 per share Common Stock and
10,000,000 is Preferred Stock."
21
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 not effective
and that such 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. 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.
Management assessed the effectiveness of the Company's internal control over
financial reporting and has identified the following material weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in various key functional areas needed for the development of the
Company.
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.
22
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,
2009 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 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 6, 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.
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. However, the Company is
working with the BCSC to resolve the issue.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The director and officer of Casey Container Corp., whose one year term will
expire 10/01/10, or at such a time as their successor(s) shall be elected and
qualified are as follows:
Name Age Position Date First Elected Term Expires
- ---- --- -------- ------------------ ------------
Terry W Neild 69 Chairmen, 1/12/10 (Appointed) 10/1/10
CEO, CFO,&
Secretary
James Casey 64 President 1/12/10 (Appointed) 10/1/10
& Director
Robert Seaman 63 Director 1/12/10 (Appointed) 10/1/10
& VP of Operations
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. 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.
RESUMES
EXECUTIVE OFFICERS AND DIRECTORS
Mr. James Casey, Mr. Terry Neild and Robert Seaman were appointed as Directors
of the Company. Mr. Casey filled the position of President, Mr. Terry Neild is
Chief Executive Officer, Chief Financial Officer and Secretary and Mr. Seaman is
the Vice-President-Operations.
23
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 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 an alumnus of Loyola College in Baltimore where he
received his B.S. in Chemistry and Biochemistry. He served as a Naval Aviator
from 1968 to 1971.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 in 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.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Terry Neild 2010 0 0 0 0 0 0 0 0
James Casey 2010 0 0 0 0 0 0 0 0
Robert Seaman 2010 0 0 0 0 0 0 0 0
Rachna Khanna(1) 2008 0 0 0 0 0 0 0 0
- ----------
(1) Resigned effective January 6 2010
24
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Terry Neild 0 0 0 0 0 0 0 0 0
James Casey 0 0 0 0 0 0 0 0 0
Robert Seaman 0 0 0 0 0 0 0 0 0
Rachna Khanna 0 0 0 0 0 0 0 0 0
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Terry Neild 0 0 0 0 0 0 0
James Casey 0 0 0 0 0 0 0
Robert Seaman 0 0 0 0 0 0 0
Rachna Khanna 0 0 0 0 0 0 0
The current Board of Directors is comprised of Mr. James Casey, Mr. Terry Neild
and Robert Seaman who were appointed as Directors of the Company on January 6,
2010. Mr. Terry Neild is the Chairman of the Board of Directors.
On September 26, 2006, a total of 18,000,000 shares of Common Stock were issued
to Mr. Douglas E. 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.
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.
25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Casey Containers'
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:
----------------------- ------ -------------
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 Mr. Terry
Neild, Chairman, Chief Executive Officer, Chief Financial Officer and Secretary
of the corporation, on a rent-free basis. Mr. Neild will also not receive any
interest on any funds that he 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. Douglas E. Ford, a director of the company at that time, 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".)
26
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $3,800 for
audit-related services $350, tax services, and other services were $Nil during
the year ending December 31, 2009.
The total fees charged to the company for audit services were $3,800 for
audit-related services $1,050, tax services and other services were $Nil during
the year ended December 31, 2008.
ITEM 15. EXHIBITS
Exhibit Description Method of Filing
- ------- ----------- ----------------
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.
27
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 Scottsdale, AZ, on April 12, 2010.
CASEY CONTAINER, CORP.
/s/ Terry W. Neild
- -----------------------------------------
Terry W. Neild,
Chairman, Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer
28