UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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: 60,790,001 shares outstanding as of
August 12, 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
June 30, 2011 December 31, 2010
------------- -----------------
ASSETS
CURRENT ASSETS
Cash $ 4,179 $ 1,664
Total Current Assets 4,179 1,664
----------- -----------
Total Assets $ 4,179 $ 1,664
=========== ===========
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 39,738 57,424
Non-interest Bearing Loan From Related Party 20,000 --
Non-interest Bearing Loan 15,000 --
Due to Related Parties 48,923 40,154
----------- -----------
Total Current Liabilities 123,661 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 60,790,001 shares
and 54,998,000 shares issued and outstanding at June 30, 2011 and
December 31, 2010, respectively 60,790 54,998
Common Stock issuable none and 575,000 shares at June 30, 2011 and
December 31, 2010, respectively -- 575
Additional Paid-in-Capital 826,166 268,838
Deficit accumulated during development stage (1,006,438) (420,325)
----------- -----------
Total Stockholders' Equity (119,482) (95,914)
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,179 $ 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
For the For the For the For the September 26, 2006
Three Months Three Months Six Months Six months (Date of Inception)
Ended Ended Ended Ended through
June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010 June 30, 2011
------------- ------------- ------------- ------------- -------------
REVENUES:
Revenues $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
Total Revenues -- -- -- -- --
----------- ----------- ----------- ----------- -----------
EXPENSES:
Operating Expenses
Exploration expenses -- -- -- -- 10,000
Impairment of property -- -- -- 18,621 27,379
General and administrative 265,115 20,847 586,113 50,021 969,059
----------- ----------- ----------- ----------- -----------
Total Expenses 265,115 20,847 586,113 68,642 1,006,438
----------- ----------- ----------- ----------- -----------
Net loss from Operations (265,115) (20,847) (586,113) (68,642) (1,006,438)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss) for the period $ (265,115) $ (20,847) $ (586,113) $ (68,642) $(1,006,438)
=========== =========== =========== =========== ===========
Basic and Diluted Earnings Per
Common Share (0.00) (0.00) (0.01) (0.00)
----------- ----------- ----------- -----------
Weighted Average number of
Common Shares used in per
share calculations 58,784,506 36,003,240 57,819,995 36,001,620
=========== =========== =========== ===========
The accompanying notes are an integral part of
these interim financial statements.
3
Statements of Stockholders' Equity (Deficit)
For the period from September 26, 2006 (inception) to June 30, 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
Stock issued for cash at $0.15
per share on April 21, 2011 333,334 333 -- -- 49,667 -- 50,000
Stock issued at $0.065 per share
for reimbursement of services to
the Chairman on June 17, 2011 750,000 750 -- -- 48,000 -- 48,750
Stock issued at $0.065 per share
for compensation to President and
Chief Executive Officer on
June 17, 2011 1,500,000 1,500 -- -- 96,000 -- 97,500
Net Loss for the Period ending
June 30, 2011 -- -- -- -- -- (586,113) (586,113)
---------- ------- -------- ------ -------- ----------- ---------
Balance, June 30, 2011 60,790,001 $60,790 -- $ -- $826,166 $(1,006,438) $(119,482)
========== ======= ======== ====== ======== =========== =========
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
For the For the September 26, 2006
Six Months Six months (Date of Inception)
Ended Ended to
June 30, 2011 June 30, 2010 June 30, 2011
------------- ------------- -------------
OPERATING ACTIVITIES:
Net Loss $ (586,113) $ (68,642) $(1,006,438)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses incurred on our behalf by Related Parties 92,128 12,100 132,282
Impairment of Long Term Assets -- 18,621 27,379
Stock issued to Related Party for Expenses incurred
on our behalf -- -- 76,000
Stock issued pursuant to Agreements February 7, 2011 240,000 -- 240,000
Stock issued to Related Party for reimbursement of
services to the Chairman 48,750 -- 48,750
Stock issued to Related Party for compensation to
President and Chief Operating Officer 97,500 -- 97,500
Stock issued for services 34,000 -- 34,000
Accounts payable and accrued liabilities (17,686) 32,654 39,738
----------- ----------- -----------
Net Cash Provided from Operating Activities (91,421) (5,267) (310,789)
----------- ----------- -----------
INVESTING ACTIVITIES:
Mineral property option payment -- -- (9,000)
----------- ----------- -----------
Net Cash Used in Investing Activities -- -- (9,000)
----------- ----------- -----------
FINANCING ACTIVITIES:
Repayment of Related Parties expenses paid
on our behalf (83,359) -- (83,359)
Non-interst bearing loan from Related Party 20,000 -- 20,000
Related Party Loan, converted to stock -- -- 103,400
Proceeds from loan payable 15,000 -- 15,000
Common stock issued for cash 142,295 2,132 268,927
----------- ----------- -----------
Net Cash Provided from Financing Activities 93,936 2,132 323,968
----------- ----------- -----------
Net Increase (Decrease) in Cash 2,515 (3,135) 4,179
----------- ----------- -----------
Cash, Beginning of the Period 1,664 3,424 --
----------- ----------- -----------
Cash, End of the Period $ 4,179 $ 289 $ 4,179
=========== =========== ===========
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 31, 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 Financial Statements
June 30, 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 year end 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 June 30, 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 Statement of Financial Accounting Standard ("FASB") No. 7,
"Accounting and Reporting for Development Stage Enterprises."
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 evaluated all recent
accounting pronouncements and believes 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 Financial Statements
June 30, 2011
2. GOING CONCERN
The Company incurred net losses of $1,006,438 for the period from September 26,
2006 (Date of Inception) through June 30, 2011 and has commenced limited
operations, raising substantial doubt about the Company's ability to continue as
a going concern. For the six-month period ended June 30, 2011, the Company sold
for cash 1,017,001 shares of Common stock for net proceeds of $142,295 (See Note
4 "Stockholders' Equity"). The Company plans to continue to sell its restricted
Common shares for cash and borrow from its directors, officers and related
parties, as well as reduce its cash expenses. The ability of the Company to
continue as a going concern is dependent on receiving such equity capital funds
for cash 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 $18,379
(see 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 $18,379 in the three months ended March
31, 2010.
4. STOCKHOLDERS' EQUITY
At June 30, 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 June 30, 2011 and
December 31, 2010, the Company has 60,790,001 and 54,998,000 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
7
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2011
4. STOCKHOLDERS' EQUITY (continued)
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 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. The $120,000 value was
expensed in the quarter ended March 31, 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.
8
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2011
4. STOCKHOLDERS' EQUITY (continued)
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
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.
On April 21, 2011, the Company sold 333,334 Common shares for $50,000 cash at
$0.15 per share to a non-related party.
On June 17, 2011, the Company issued 750,000 shares to its Chairman for $48,750
at $0.065 per share (the closing price of the Common shares on June 17, 2011)
for reimbursement for investor relations services paid by the Chairman to
non-related vendors. The $48,750 was expensed in the quarter ending June 30,
2011.
On June 17, 2011, the Company issued 1,500,000 shares to its President and Chief
Executive Officer for $97,500 cash at $0.065 per share (the closing price of the
Common shares on June 17, 2011) as compensation. The $97,500 was expensed in the
quarter ending June 30, 2011.
5. RELATED PARTY TRANSACTIONS
As of June 30, 2011 and December 31, 2010, respectively, $68,923 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 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.
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.
9
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2011
7. LETTER OF INTENT
On February 4, 2011, the Company signed a Letter of Intent with Crown Endeavors
Global Limited ("CEG Fund") to form a new company Casey Container International,
to establish seven (7) international preform plants and operations to exploit
the Company's biodegradable preforms, bottles and containers. CEG Fund will
invest up to $65 million over a period of years to be determined. This is
subject to a Definitive Agreement being signed by March 31, 2011, unless
mutually extended by the parties. The parties extended the date for the
Definitive Agreement to September 30, 2011. Casey will be the Managing Partner
and CEG Fund will be the Investing Partner. The terms and conditions, ownership
and other factors will be defined in the Definitive Agreement. Further
extensions may be made and there's no guarantee or assurance a Definitive
Agreement will be signed and the amounts and number of plants won't be reduced
(See Note 9 "Subsequent Events").
8. NON-INTEREST BEARING LOAN
On June 29, 2011, the Company borrowed $15,000 from a non-related party,
evidenced by a Promissory Note. The terms of the Promissory Note are that
repayment of the $15,000 is due on the date the Company receives its first
receipt of funding from its investor group (See Note 9 "Subsequent Events"). In
addition, a consulting fee of $5,000 is also due on the date the Company
receives its first receipt of funding from its investor group (See Note 9
"Subsequent Events").
9. SUBSEQUENT EVENTS
Effective July 1, 2011, the Company and Crown Hospitality Group, LLC ("Crown"),
an affiliated company of Crown Endeavors Global Limited ("CEG Fund"), signed a
binding Funding Agreement to invest $4 million as equity capital in exchange for
60,790,001 restricted Common shares. The $4 million is being invested over a
period of one year, with $400,000 due no later than July 31, 2011, $1,000,000 no
later than September 30, 2011, $1,000,000 no later than December 31, 2011 and
$1,600,000 due between March 31 and June 30, 2012. On July 31, 2011, the parties
amended the Funding Agreement to combine the first two tranches ($400,000 on
July 31 and $1,000,000 on September 30), a total of $1,400,000, with a due date
no later than September 1, 2011. The appropriate number of restricted Common
shares will be issued as each tranche is received by the Company. The Company
filed Form 8-K and 8-K/A in July 2011 and Form 8-K in August 2011 with the SEC.
Crown decided to invest in the Company directly to facilitate and expand the
Company's business plan and growth. As a result of Crown's committed equity
investment directly into the Company, the date for the Definitive Agreement (see
Note 7 "Letter Of Intent") is deferred to a future time to be determined by the
parties, although the Letter of Intent is still in effect.
10
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 and impairment of property of $265,115 and
$20,847 for the three-month periods ended June 30, 2011 and 2010, respectively
and $586,113 and $68,642 for the six-month periods ended June 30, 2011 and 2010,
respectively. These expenses consisted primarily of general and administrative
expenses.
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At June 30, 2011 and December 31, 2010, we had cash on hand of $4,179 and $1,664
respectively. Our total assets at June 30, 2011 and June 30, 2010 are $4,179 and
$1,664. Our liabilities were $123,661 and $97,578, respectively.
As of June 30, 2011, we had an accumulated deficit from inception of $1,006,438.
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 June 30, 2011.
Balance Sheet Data: 6/30/11
------------------- -------
Cash $ 4,179
Total assets $ 4,179
Total liabilities $ 123,661
Shareholders' equity $(119,482)
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional equity cash and/or loans and
generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
We currently have $4,179 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
June 30, 2011 and 2010 have incurred a net loss of $265,115 and $20,847,
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 September 6, 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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