UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
Commission file number 333-140445
Casey Container Corp.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
7255 East San Alfredo Drive, Scottsdale, AZ 85258
(Address of principal executive offices, including zip code)
(602) 819 4181
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 58,206,667 shares outstanding as of
May 16, 2011.
ITEM 1. FINANCIAL STATEMENTS
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
Unaudited as of Audited as of
March 31, 2011 December 31, 2010
-------------- -----------------
ASSETS
CURRENT ASSETS
Cash $ 9,679 $ 1,664
Deferred Stock Compensation Expense 40,000
---------- ----------
Total Current Assets 49,679 1,664
---------- ----------
Total Assets $ 49,679 $ 1,664
========== ==========
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 36,148 57,424
Non-interest bearing loan due to Related Party 20,000
Due to Related Parties 44,148 40,154
---------- ----------
Total Current Liabilities 100,296 97,578
---------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock 10,000,000 authorized, par value $0.001,
none issued and outstanding
Common Stock 250,000,000 authorized shares, par value $0.001
250,000,000 authorized shares, par value $0.001 58,206,667
shares and 54,998,000 shares issued and outstanding at
March 31, 2011 and December 31, 2010, respectively 58,207 54,998
Common Stock issuable none and 575,000 shares at
March 31, 2011 and December 31, 2010, respectively -- 575
Additional Paid-in-Capital 632,499 268,838
Deficit accumulated during development stage (741,323) (420,325)
---------- ----------
Total Stockholders' Equity (50,617) (95,914)
---------- ----------
Total Liabilities and Stockholders' Equity $ 49,679 $ 1,664
========== ==========
The accompanying notes are an integral part of
these interim financial statements.
2
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
Period from
September 26, 2006
For the Three For the Three (Date of inception)
Ended Ended through
March 31, 2011 March 31, 2010 March 31, 2011
-------------- -------------- --------------
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000
Impairment of property -- 18,621 27,379
General and administrative 320,998 29,174 703,944
------------ ------------ ------------
Total Expenses 320,998 47,795 741,323
------------ ------------ ------------
Net loss from Operations (320,998) (47,795) (741,323)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
Net Income (Loss) for the period $ (320,998) $ (47,795) $ (741,323)
============ ============ ============
Basic and Diluted Earnings Per Common Share (0.01) (0.00)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 56,844,767 36,000,000
============ ============
The accompanying notes are an integral part of
these interim financial statements.
3
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period from September 26, 2006 (inception) to March 31, 2011
(Expressed in U.S. Dollars)
Deficit
Common Stock Accumulated
Common Stock Issuable Additional During
------------------- ------------------ Paid-In Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Balance, September 26, 2006
(Date of Inception) -- $ -- -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.001
per share on December 1, 2006 18,000,000 18,000 -- -- -- -- 18,000
Net Loss for the Period from
inception on September 26, 2006
to December 31, 2006 -- -- -- -- -- (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 on April 12, 2007 18,000,000 18,000 -- -- 18,000 -- 36,000
Net Loss for the Year ended
December 31, 2007 -- -- -- -- (27,267) (27,267)
---------- ------- -------- ------ -------- --------- ---------
Balance, December 31, 2007 36,000,000 36,000 -- -- 18,000 (34,432) 19,568
Net Loss for the Year ended
December 31, 2008 -- -- -- -- -- (16,304) (16,304)
---------- ------- -------- ------ -------- --------- ---------
Balance, December 31, 2008 36,000,000 36,000 -- -- 18,000 (50,736) 3,264
Net Loss for the Year ended
December 31, 2009 -- -- -- -- -- (11,011) (11,011)
---------- ------- -------- ------ -------- --------- ---------
Balance, December 31, 2009 36,000,000 36,000 -- -- 18,000 (61,747) (7,747)
Shares issued and issuable at
0.001 per share pursuant to an
agreement on March 24, 2010 18,274,000 18,274 105,000 105 -- -- 18,379
Stock issued for cash at 0.333
per share on May 15, 2010 6,000 6 -- -- 1,994 -- 2,000
Stock issued for cash at 0.333
per share on May 22, 2010 400 -- -- -- 132 -- 132
Stock issuable for cash at 0.15
on December 14, 2010 -- -- 470,000 470 70,030 -- 70,500
Stock issued for debt at 0.25
per share to a Related Party
on December 30, 2010 717,600 718 -- -- 178,682 -- 179,400
Net Loss for the Year ended
December 31, 2010 -- -- -- -- -- (358,578) (358,578)
---------- ------- -------- ------ -------- --------- ---------
Balance, December 31, 2010 54,998,000 54,998 575,000 575 268,838 (420,325) (95,914)
Stock issued for cash at $0.001
per share on January 13, 2011 105,000 105 (105,000) 105 -- -- --
Stock issued for cash at $0.001
per share on January 13, 2011 470,000 470 (470,000) 470 -- -- --
To record forfeiture of stock at
$0.001 per share (250,000) (250) -- -- 250 -- --
Stock issued at $0.17 per share
pursuant to an agreement on
January 27, 2011 200,000 200 -- -- 33,800 -- 34,000
Stock issued at $0.12 per share
pursuant to agreements
February 7, 2011 2,000,000 2,000 -- -- 238,000 -- 240,000
Stock issued for cash at $0.15
per share on March 4, 2011,
less 10% cost of issue 633,667 634 -- -- 84,911 -- 85,545
Stock issued for cash at $0.15
per share on March 31, 2011,
less 10% cost of issue 50,000 50 -- -- 6,700 -- 6,750
Net Loss for the Period ending
March 31, 2011 -- -- -- -- -- (320,998) (320,998)
---------- ------- -------- ------ -------- --------- ---------
Balance, March 31, 2011 58,206,667 $58,207 -- $ -- $632,499 $(741,323) $ (50,617)
========== ======= ======== ====== ======== ========= =========
The accompanying notes are an integral part of
these interim financial statements.
4
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
Period from
September 26, 2006
For the Three For the Three (Date of inception)
Ended Ended through
March 31, 2011 March 31, 2010 March 31, 2011
-------------- -------------- --------------
OPERATING ACTIVITIES:
Net Loss $(320,998) $ (47,795) $(741,323)
Adjustments to reconcile net loss to
net cash used in operating activities:
Expenses incurred on our behalf by
Related Parties 54,895 12,100 95,049
Impairment of Long Term Assets -- 18,621 27,379
Deferred stock compensation expense (40,000) (40,000)
Stock issued to Related Party for Expenses
incurred on our behalf -- -- 76,000
Stock issued to Related Parties persuant
to agreements 240,000 -- 240,000
Stock issued pursuant to agreement 34,000 -- 34,000
Accounts payable and accrued liabilities (21,276) 16,099 36,148
--------- --------- ---------
Net Cash Provided from Operating Activities (53,379) (975) (272,747)
--------- --------- ---------
INVESTING ACTIVITIES:
Mineral property option payment -- -- (9,000)
--------- --------- ---------
Net Cash Used in Investing Activities -- -- (9,000)
--------- --------- ---------
Financing Activities:
Related Party Loan, converted to stock -- -- 103,400
Repayment of Related Party expenses paid on
our behalf (50,901) (50,901)
Related Party Loan, non-interest bearing 20,000 20,000
Common stock issued and issuable for cash 92,295 -- 218,927
--------- --------- ---------
Net Cash Provided from Financing Activities 61,394 -- 291,426
--------- --------- ---------
Net Increase (Decrease) in Cash 8,015 (975) 9,679
--------- --------- ---------
Cash, Beginning of the Period 1,664 3,424 --
--------- --------- ---------
Cash, End of the Period $ 9,679 $ 2,449 $ 9,679
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
========= ========= =========
Cash paid for income taxes $ -- $ -- $ --
========= ========= =========
Expenses incurred on our behalf and loans
from a Related Party exchanged for 717,600
of Common shares on December 30, 2010 $ -- $ -- $ 179,400
========= ========= =========
The accompanying notes are an integral part of
these interim financial statements.
5
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Unaudited Interim Financial Statements
March 31, 2011
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") was incorporated in the State of Nevada on September 26, 2006. The
Company's yearend is December 31. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties of merit
and from September 2008 to serve as a vehicle to acquire an operating business.
BASIS OF PRESENTATION - In the opinion of management, the accompanying balance
sheets and related interim statements of operations, cash flows and
stockholders' equity include all adjustments, consisting only of normal
recurring items, necessary for their fair presentation in conformity with
accounting principles generally accepted in the United States of America ("U. S.
GAAP"). Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses. Actual results and outcomes may differ from managements' estimates and
assumptions. Interim results are not necessarily indicative of results for a
full year. The information included in this March 31, 2011 Form 10-Q should be
read in conjunction with information included in the December 31, 2010 and 2009
Form 10-K.
Effective January 6, 2010 Ms. Rachna Khanna tendered her resignation as the
President, CEO, CFO and Director. Effective January 12, 2010, James Casey, Terry
Neild and Robert Seaman were appointed as Directors of the Company. Mr. Casey
was elected President, Mr. Terry Neild was elected Chief Executive Officer,
Chief Financial Officer and Secretary and Mr. Seaman was elected Vice
President-Operations. Effective February 7, 2011, Martin R. Nason was elected
Chief Executive Officer, President and Chief Financial Officer. Mr. Neild
remains Chairman of the Board of Directors and Secretary, Mr. Casey as
Vice-President of Technical Services and Sales and Mr. Seaman as
Vice-President-Operations.
THE COMPANY TODAY
The Company is currently a development stage company reporting under the
provisions of ASC Topic 915.
Effective January 12, 2010, the Company's Certificate of Incorporation was
changed and the name of the Company was changed to Casey Container Corp.
("Casey"). Casey designs and will custom manufacture biodegradable PET and other
polymer plastic preforms that become biodegradable PET and other polymer plastic
bottles and containers, for such product lines as bottled water, bottled
beverages and other consumer products. Casey has a non-binding supply and
license agreement with Bio-Tec Environmental, LLC. Casey currently is considered
a "shell" company inasmuch as it is not in production and has no revenues,
employees or material assets.
USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS - The Company has analyzed all recent
accounting pronouncements and has determined that none will have a material
effect on the Company.
6
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Unaudited Interim Financial Statements
March 31, 2011
2. GOING CONCERN
The Company incurred net losses of $741,323 for the period from September 26,
2006 (Date of Inception) through March 31, 2011 and has commenced limited
operations, raising substantial doubt about the Company's ability to continue as
a going concern. For the three month period ended March 31, 2011, the Company
sold for cash 683,667 shares of Common stock for net proceeds of $92,295 (See
Note 4 "Stockholders' Equity"). The Company plans to raise additional equity
capital for cash, but there can be no assurance the Company will be successful
in raising the equity capital for cash. 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. INTANGIBLES
The Company's accounting policy for Long-Lived Assets requires it to review on a
regular basis for facts or circumstances that may suggest impairment.
As of March 31, 2010, the Company recorded an asset Contract Rights for $18,621
as disclosed in Note 4 Stockholders' Equity. The Product Purchase Agreement
("PPA") is between the Company and Taste of Aruba (U.S.), Inc., a related party
(see Note 4 "Stockholders' Equity" and Note 5 "Related Party Transactions"). The
PPA does not provide a performance guaranty to purchase the Company's products.
If there isn't substantial performance the Company's option would be to seek
damages in a lawsuit, but there is no guaranty damages would be awarded or that
any awarded damages would be collected. The Company determined the Contract
Rights are impaired and expensed the full amount of $18,621 in the three months
ended March 31, 2010.
4. STOCKHOLDERS' EQUITY
At March 31, 2011 and December 31, 2010, the Company has 10,000,000 Preferred
shares authorized with a par value of $0.001 per share and 250,000,000 Common
shares authorized with a par value of $0.001 per share. At March 31, 2011 and
December 31, 2010, the Company has 58,206,667 and 55,573,000 Common shares
issued and issuable, respectively.
In the fiscal year ending December 31, 2006, 18,000,000 shares of the Company's
Common stock were issued to the directors of the Company pursuant to a stock
subscription agreement at $0.001 per share for total proceeds of $18,000.
In the fiscal year ending December 31, 2007, 18,000,000 shares of the Company's
Common stock were issued at a price of $0.002 per share for gross proceeds of
$36,000.
On March 24, 2010, 18,621,500 shares of the Company's Common stock were issued
and issuable pursuant to a Commitment Agreement ("Agreement") dated January 12,
2010 with Taste of Aruba (U.S.), Inc. ("TOA"), a related party (See Note 5,
"Related Party Transactions"), for a definitive Product Purchase Agreement
("PPA") with TOA for the Company to provide preforms for biodegradable bottles
thru December 31, 2015, which did not result in proceeds to the Company (see
Note 3 "Intangibles"). The Commitment Agreement provided for one share of the
Company's Common shares to be issued for every two shares of TOA shares
7
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Unaudited Interim Financial Statements
March 31, 2011
4. STOCKHOLDERS' EQUITY (continued)
outstanding. The 18,379,000 shares issued to TOA shareholders was originally
18,621.500 shares, but two shareholders (105,000 shares) were inadvertently left
off the shareholder list and three shareholders (347,500 shares) originally on
the shareholder list should not have been, a net reduction of 242,500 shares.
The Company valued the 18,379,000 shares at $0.001 per share because it
determined the fair value of the shares was more reliably determinable than the
value of the PPA, the transaction predated market activity in the Company's
Common shares which began February 19, 2010, the number of shares issued
pursuant to the Agreement represented 33% of the total shares outstanding after
the issuance and almost four times the total 2010 traded volume of the Company's
Common shares. The issuable shares were issued on January 13, 2011.
On May 15, 2010, 6,000 shares of the Company's Common shares were issued at
$0.333 per share for $2,000 to a non-related party, at a discount to the closing
price on May 14, 2010.
On May 22, 2010, 400 shares of the Company's Common shares were issued at $0.333
per share for $132 to a non-related party, at a discount to the closing price on
May 19, 2010.
On December 14, 2010, 470,000 shares of the Company's Common shares were issued
at $0.15 per share for $70,500 to a non-related party, at a discount to the
closing price on December 13, 2010. The Common shares were issued on January 13,
2011.
On December 30, 2010, 717,600 shares of the Company's Common shares were issued
in exchange for non-interest bearing loans made by Mr. Terry Neild, Chairman of
the Board and officer to the Company, at $0.25 per share, the closing price on
December 29, 2010 (See Note 5 "Related Party Transactions.").
On January 13, 2011, 250,000 Common shares previously issued to a consultant to
provide investor relations services were forfeited and cancelled for
non-performance.
On January 27, 2011, the Company issued 200,000 Common shares in connection with
a consulting agreement for investor relations services with Falcon Financial
Partners LLC. The shares were valued at $0.17 per share, the closing price of
its Common shares on the OTC.BB. The $34,000 value was expense in the quarter
ended March 31, 2011.
On February 7, 2011, the Company issued 1,000,000 Common shares to Martin R.
Nason, as part of an employment contract as Chief Executive Officer, President
and Chief Financial Officer. The shares were valued at $0.12 per share, the
closing price of its Common shares on the OTC.BB. Of the total $120,000 of
value, $80,000 was expensed in the quarter ended March 31, 2011 and $40,000 is
recorded as a Deferred Stock Compensation Expense and will be expensed in the
quarter ended June 30, 2011.
On February 7, 2011, the Company issued 1,000,000 Common shares to Auspice
Capital LLC, a related party (see Note 5 "Related Party") for a verbal agreement
for investor relations, consulting services and assistance to the Company in
raising cash equity. The shares were valued at $0.12 per share, the closing
price of its Common shares on the OTC.BB. The $120,000 value was expensed in the
quarter ended March 31, 2011.
On February 25, 2011, the Board of Directors approved selling up to six million
Common shares at $0.15 per share to raise cash equity to provide working capital
and/or equipment to commence operations. On February 24, 2011, the closing price
of its Common shares on the OTC.BB was $0.23 per share. The Board considered
8
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Unaudited Interim Financial Statements
March 31, 2011
4. STOCKHOLDERS' EQUITY (continued)
numerous factors in determining the discounted $0.15 price, including but not
limited to, the average number of shares traded per day over the previous
several months, the high, low and closing price range over the previous several
months, the lack of liquidity for the Common shares and the lack of credit
availability.
On March 4, 2011, the Company sold 633,667 Common shares for $95,050 cash at
$0.15 per share to four (4) non-related parties. A 10% finder's fee of $9,505
was paid, which was charged to Additional Paid-In Capital.
On March 31, 2011, the Company sold 50,000 Common shares for $7,500 cash at
$0.15 per share to a non-related party. A 10% finder's fee of $750 was paid,
which was charged to Additional Paid-In Capital.
5. RELATED PARTY TRANSACTIONS
As of March 31, 2011 and December 31, 2010, respectively, $64,148 and $40,154
are owed to Company officers and a related party for unpaid expenses, fees and
loans. Terry W. Neild, Chief Executive Officer, Chief Financial Officer,
Secretary and Director made several non-interest bearing cash loans totaling
$179,400 to the Company during the year 2010. On December 30, 2010, Mr. Neild
exchanged these non-interest bearing cash loans for 717,600 Restricted Common
shares, at $0.25 per share, the closing price of the Company's Common shares on
the date of conversion. Mr. Neild is also Chairman of the Board and shareholder
of Taste of Aruba (U.S.), Inc. (see Note 3 "Intangible Assets" and Note 4
"Stockholders' Equity").
On January 28, 2011, a Related Party loaned the Company $20,000 in a
non-interest bearing demand note. On February 7, 2011, 1,000,000 Common shares
were issued to Auspice Capital LLC, a Related Party, in connection with a verbal
agreement for investor relations, consulting services and assistance to the
Company in raising cash equity.
On February 7, 2011, the Company issued 1,000,000 Common shares to Martin R.
Nason, as part of an employment contract as Chief Executive Officer, President
and Chief Financial Officer. The shares were valued at $0.12 per share, the
closing price of its Common shares on the OTC.BB. Of the total $120,000 of
value, $80,000 was expensed in the quarter ended March 31, 2011 and $40,000 is
recorded as a Deferred Stock Compensation Expense and will be expensed in the
quarter ended June 30, 2011.
6. MEMORANDUM OF UNDERSTANDING
On March 3, 2010, the Company signed a non-binding Memorandum of Understanding
("MOU") to acquire the assets and business of a privately-owned manufacturer and
marketer of premium, natural, healthy and sustainably packaged detergent and
household cleaning products for an undeterminable number of the Company's Common
shares, subject to assumption of certain liabilities. The companies terminated
the MOU on December 8, 2010.
7. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 16, 2011, the date which
the financial statements were available to be issued, and there were no
subsequent events identified.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.
RESULTS OF OPERATIONS
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. In November of 2009 we entered into an Additive
Supply and License Agreement with Bio-Tec Environmental, developer of the
breakthrough EcoPure(R) 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 compliant.
Casey Container can design and custom manufacture 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(R) 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(R)
technology, the Company now has the unique ability to offer a revolutionary
biodegradable PET plastic packaging solution that is FDA compliant.
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $320,998 and $47,795 for the three-month
periods ended March 31, 2011 and 2010, respectively and $741,323 since inception
through the period ended March 31, 2011. These expenses consisted primarily of
general and administrative expenses.
At March 31, 2011 and December 31, 2010, we had cash on hand of $9,679 and
$1,664 respectively. Our total assets at March 31, 2011 and December 31, 2010
are $49,679 and $1,664. Our liabilities were $100,296 and $97,578, respectively
in accounts payable accrued liabilities and amounts due to related parties for
loans and expenses paid on behalf of the Company.
10
As of March 31, 2011, we had an accumulated deficit from inception of $741,323.
Since inception thru March 31, 2011, we sold for cash $218,927 in Common stock,
issued Common stock to a Related Party at $179,400 in repayment of loans and
expenses incurred on our behalf by the Related Party, issued Common stock to
Related Parties for services valued at $240,000 and issued Common stock to a
consultant for services valued at $34,000.
On January 12, 2010, we signed a Commitment Agreement for the production of its
preforms to be used by Taste of Aruba (U.S.), Inc., a related party, to produce
biodegradable water bottles. On March 29, 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. We issued 18,379,000 Common
Stock shares to Taste of Aruba (U.S.), Inc.'s shareholders as an inducement for
the Product Purchase Agreement as enumerated in the Commitment Agreement.
On March 3, 2010, we signed a non-binding Memorandum Of Understanding ("MOU") to
acquire the assets and business, subject to assumption of certain liabilities,
of a manufacturer and marketer of a line of premium, natural, healthy, renewable
and sustainably packaged laundry and household cleaning products. The parties
terminated the MOU in December 2010.
The following table provides selected financial data about our company for the
period from the date of incorporation through March 31, 2011.
Balance Sheet Data: 3/31/11
------------------- -------
Cash $ 9,679
Total assets $ 49,679
Total liabilities $ 100,296
Shareholders' equity $ (50,617)
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
We currently have $9,679 cash on hand. We don't believe we can meet our cash
needs for the next twelve months without additional loans and/or equity
infusions.
PLAN OF OPERATION
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.
In November of 2009 we changed direction and entered into an Additive Supply and
License Agreement with Bio-Tec Environmental, developer of the breakthrough
EcoPure(R) 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 compliant.
We have not generated any income since inception, and as of the quarter ended
March 31, 2011 and 2010 have incurred a net loss of $320,998 and $47,795,
respectively.
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.
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OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. 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, 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 are not effective due to management
override of controls and lack of segregation of duties due to our size. However,
we did conclude that the material information required to be included in our
Securities and Exchange Commission reports is accumulated and communicated to
our management, including our principal executive officer and principal
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.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There was no change in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. 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
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 16, 2011.
CASEY CONTAINER CORP.
/s/ Martin R Nason
-----------------------------------------
Martin R Nason,
Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer
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