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 SEPTEMBER 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 [X] 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
November 14, 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
September 30, 2011 December 31, 2010
------------------ -----------------
ASSETS
CURRENT ASSETS
Cash $ 115 $ 1,664
Total Current Assets 115 1,664
------------ ------------
Total Assets $ 115 $ 1,664
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 45,567 57,424
Non-interest Bearing Loan From Related Party 20,000 --
Interest Bearing Loan 25,051 --
Due to Related Parties 121,435 40,154
------------ ------------
Total Current Liabilities 212,053 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 61,040 54,998
61,040,001 shares and 54,998,000 shares issued and outstanding
at September 30, 2011 and December 31, 2010, respectively Common
Stock issuable none and 575,000 shares at September 30, 2011 and
December 31, 2010, respectively -- 575
Additional Paid-in-Capital 850,916 268,838
Deficit accumulated during development stage (1,123,894) (420,325)
------------ ------------
Total Stockholders' Equity (211,938) (95,914)
------------ ------------
Total Liabilities and Stockholders' Equity $ 115 $ 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
(Date of
For the Three For the Three For the Nine For the Nine Inception)
Months Ended Months Ended Months Ended Months Ended Through
September 30, September 30, September 30, September 30, September 30,
2011 2010 2011 2010 2011
------------ ------------ ------------ ------------ ------------
REVENUES:
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Total Revenues -- -- -- -- --
------------ ------------ ------------ ------------ ------------
EXPENSES:
Operating Expenses
Exploration expenses -- -- -- -- 10,000
Impairment of property -- -- -- 18,621 27,379
General and administrative 117,456 25,447 703,569 75,468 1,086,515
------------ ------------ ------------ ------------ ------------
Total Expenses 117,456 25,447 703,569 94,089 1,123,894
------------ ------------ ------------ ------------ ------------
Net loss from Operations (117,456) (25,447) (703,569) (94,089) (1,123,894)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net Income (Loss) for the period $ (117,456) $ (25,447) $ (703,569) $ (94,089) $ (1,123,894)
============ ============ ============ ============ ============
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 60,814,458 52,990,845 58,829,118 41,685,533
============ ============ ============ ============
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 SEPTEMBER 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)
========== ======= ======== ====== ======== =========== =========
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 STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM SEPTEMBER 26, 2006 (INCEPTION) TO SEPTEMBER 30, 2011
(Expressed in U.S. Dollars)
(continued)
Deficit
Common Stock Accumulated
Common Stock Issuable Additional During
------------------- ------------------ Paid-In Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
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
Stock issued for debt at $0.10
per share on August 29, 2011 250,000 250 -- -- 24,750 -- 25,000
Net Loss for the Period ending
September 30, 2011 -- -- -- -- -- (703,569) (703,569)
---------- ------- -------- ------ -------- ----------- ---------
Balance, September 30, 2011 61,040,001 $61,040 -- $ -- $850,916 $(1,123,894) $(211,938)
========== ======= ======== ====== ======== =========== =========
The accompanying notes are an integral part of
these interim financial statements.
5
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
(Date of
For the Nine For the Nine Inception)
Months Ended Months Ended To
September 30, September 30, September 30,
2011 2010 2011
----------- ----------- -----------
OPERATING ACTIVITIES:
Net Loss $ (703,569) $ (94,089) $(1,123,894)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses incurred on our behalf by Related Parties 183,442 56,608 223,596
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
Stock issued for debt 25,000 -- 25,000
Finance and interest charges added to loan payable 10,051 -- 10,051
Accounts payable and accrued liabilities (11,857) 15,654 45,567
----------- ----------- -----------
Net Cash Provided from Operating Activities (76,683) (3,206) (296,051)
----------- ----------- -----------
INVESTING ACTIVITIES:
Mineral property option payment -- -- (9,000)
----------- ----------- -----------
Net Cash Used in Investing Activities -- -- (9,000)
----------- ----------- -----------
FINANCING ACTIVITIES:
Repayment of Related party expenses paid on our behalf (102,161) -- (102,161)
Non-interest 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 75,134 2,132 305,166
----------- ----------- -----------
Net Increase (Decrease) in Cash (1,549) (1,074) 115
----------- ----------- -----------
Cash, Beginning of the Period 1,664 3,424 --
----------- ----------- -----------
Cash, End of the Period $ 115 $ 2,350 $ 115
=========== =========== ===========
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.
6
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 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 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 September 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.
7
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
2. GOING CONCERN
The Company incurred net losses of $1,123,894 for the period from September 26,
2006 (Date of Inception) through September 30, 2011 and has commenced limited
operations, raising substantial doubt about the Company's ability to continue as
a going concern. For the nine-month period ended September 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 September 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 September 30,
2011 and December 31, 2010, the Company has 61,040,001 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
8
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 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 Transactions") 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.
9
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 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 at $0.065 per share (the
closing price of the Common shares on June 17, 2011) or $97,500, to its
President and Chief Executive Officer for services as compensation. The $97,500
was expensed in the quarter ending June 30, 2011.
On August 29, 2011, the Company issued 250,000 restricted Common shares in
exchange for a non-interest bearing cash loan of $15,000 made by a non-Related
party at $0.10 per share (the closing price on August 29, 2011) and recorded a
financing fee on conversion of $10,000, which was expensed in the quarter ending
September 30, 2011 (See Note 8 "Non-Interest Bearing Loan").
5. RELATED PARTY TRANSACTIONS
As of September 30, 2011 and December 31, 2010, respectively, $121,435 and
$40,154 are owed to Company officers and a related party for unpaid expenses,
fees and loans. Terry W. Neild, Chairman of the Board of Directors and Secretary
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.
10
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 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. 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.
The signing of a Definitive Agreement has been deferred to a future time
resulting from the Funding Agreement signed with an affiliated company of CEG
Fund, Crown Hospitality Group, LLC (See Note 10 "Funding Agreement").
8. NON-INTEREST BEARING LOAN
On January 28, 2011, a Related Party loaned the Company $20,000 in a
non-interest bearing demand note. 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 10
"Funding Agreement"). 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.
On August 29, 2011, the non-related party exchanged the Promissory Note for
250,000 restricted Common shares at $0.10 per share, the closing price of the
Common shares and the Company recorded a financing fee of $10,000 and expensed
it in the quarter ending September 30, 2011 (See Note 4 "Stockholders' Equity").
The above consulting fee of $5,000 was assumed by a Related Party on behalf of
the Company and is included in the $121,435 (See Note 5 "Related Party
Transactions").
9. INTEREST BEARING LOAN
On August 12 and 19, a total of $15,000 was received by the Company from a
non-related party, in an interest bearing promissory note, at 8% per annum and a
one-time financing fee of $9,900. The financing fee and accrued interest of $151
is recorded in expenses in the quarter ending September 30, 2011. The current
$25,051 owed at September 30, 2011, plus additional interest to the date the
promissory note is paid, will come from the Company's first receipt of money per
its binding Funding Agreement (See Note 10 "Funding Agreement").
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CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
10. FUNDING AGREEMENT
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 was to be invested over a
period of one year ending June 30, 2012 and was amended on July 31, 2011 for
$1,400,000 to be funded on September 1, 2011, $1,000,000 no later than December
31, 2011 and $1,600,000 between March 31 and June 30, 2012. No funding has been
received as of September 30, 2011. The appropriate number of restricted Common
shares will be issued as each cash tranche is received by the Company. 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. No funds have been
received under the Funding Agreement.
11. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from September 30, 2011 through the
issuance date of these financial statements and has determined that there are no
items to disclose.
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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 $117,456 and
$25,447 for the three-month periods ended September 30, 2011 and 2010,
respectively and $703,569 and $94,089 for the nine-month periods ended September
30, 2011 and 2010, respectively. These expenses consisted primarily of general
and administrative expenses.
At September 30, 2011 and December 31, 2010, we had cash on hand of $115 and
$1,664 respectively. Our total assets at September 30, 2011 and December 31,
2010 are $115 and $1,664. Our liabilities were $212,053 and $97,578,
respectively.
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As of September 30, 2011, we had an accumulated deficit from inception of
$1,123,894.
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.
Effective July 1, 2011, the Company and Crown Hospitality Group entered into a
Funding Agreement. As per the Funding Agreement Crown Hospitality Group has
agreed to provide the Company with $4 million in equity Capital. No funds have
been received since September 30, 2011 through the date of this filing.
The following table provides selected financial data about our company for the
period from the date of incorporation through September 30, 2011.
Balance Sheet Data: 9/30/11
------------------- -------
Cash $ 115
Total assets $ 115
Total liabilities $ 212,053
Shareholders' equity $(211,938)
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 $115 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
September 30, 2011 and 2010 have incurred a net loss of $117,456 and $25,447,
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
101 Interactive Data Files pursuant to Rule To be filed by Amendment
405 of Regulation S-T.
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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 November 14, 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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