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, 2012
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: 61,040,001 shares outstanding as of
May 15, 2012.
ITEM 1. FINANCIAL STATEMENTS
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
March 31, 2012
Balance Sheets
(Expressed in U.S. Dollars)
Unaudited as of
March 31, December 31,
2012 2011
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 26 $ 115
Prepaid expenses 9,900
------------ ------------
TOTAL CURRENT ASSETS 9,926 115
------------ ------------
TOTAL ASSETS $ 9,926 $ 115
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 101,624 $ 69,271
Non-interest Bearing Loan From Related Party 28,100 20,000
Interest Bearing Loan 25,645 25,347
Due to Related Parties 539,475 327,755
------------ -----------
TOTAL CURRENT LIABILITIES 694,844 442,373
------------ ------------
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 issued and outstanding 60,790 60,790
Additional Paid-in-Capital 808,666 808,666
Deficit accumulated during development stage (1,554,374) (1,311,714)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (684,918) (442,258)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,926 $ 115
============ ============
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 September 26, 2006
Three Months Three Months (Date of inception)
Ended Ended through
March 31, March 31, March 31,
2012 2011 2012
------------ ------------ ------------
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
------------ ------------ ------------
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000
Impairment of property -- -- 27,379
Interest 298 -- 745
General and administrative 242,362 320,998 1,516,250
------------ ------------ ------------
TOTAL EXPENSES 242,660 320,998 1,554,374
------------ ------------ ------------
Net loss from Operations (242,660) (320,998) (1,554,374)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
NET INCOME (LOSS) FOR THE PERIOD $ (242,660) $ (320,998) $ (1,554,374)
============ ============ ============
Basic and Diluted Earnings Per Common Share (0.00) (0.01)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 60,790,001 56,844,767
============ ============
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, 2012
(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 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 March 31, 2012
(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
Stock issued at $0.07 per share for
compensation to Vice President on
October 31, 2011 250,000 250 -- -- 17,250 -- 17,500
Stock cancelled at $0.12 per share
on October 31, 2011 from the
original issuance on
February 7, 2011 (500,000) (500) -- -- (59,500) -- (60,000)
Net Loss for the Year ended
December 31, 2011 -- -- -- -- -- (891,389) (891,389)
---------- ------- -------- ------ -------- ---------- ---------
Balance, December 31, 2011 60,790,001 60,790 -- -- 808,666 (1,311,714) (442,258)
Net Loss for the period ended
March 31, 2012 (242,660) (242,660)
---------- ------- -------- ------ -------- ---------- ---------
Balance, March 31, 2012 60,790,001 $60,790 -- $ -- $808,666 $(1,554,374) $(684,918)
========== ======= ======== ====== ======== =========== =========
The accompanying notes are an integral part of these
interim financial statement.
5
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
Three Months Three Months (Date of
Ended Ended inception) to
March 31, March 31, March 31,
2012 2011 2012
----------- ----------- -----------
OPERATING ACTIVITIES:
Net Loss $ (242,660) $ (320,998) $(1,554,374)
Adjustments to reconcile net loss to net cash
used in operating activities:
Expenses incurred on our behalf by Related Parties 216,720 54,895 646,636
Impairment of Long Term Assets -- -- 27,379
Stock issued to Related Party for Expenses incurred
on our behalf -- -- 76,000
Stock issued to Related Party for reimbursement of
services to the Chairman -- -- 48,750
Stock issued for compensation to President and Vice
President -- -- 235,000
Stock issued for services to Related Party -- 240,000 60,000
Stock issued for services to Non-Related Party -- 34,000 34,000
Stock issued for interest bearing loan payable -- -- 25,000
Deferred stock compensation expense -- (40,000)
Finance and interest charges added to loan payable 298 -- 10,645
Prepaid expenses (9,900) -- (9,900)
Accounts payable and accrued liabilities 32,353 (21,276) 101,624
----------- ----------- -----------
NET CASH PROVIDED FROM OPERATING ACTIVITIES (3,189) (53,379) (299,240)
----------- ----------- -----------
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 (5,000) (50,901) (107,161)
Non-interest bearing loan from Related Party 15,100 20,000 35,100
Repayment of Related party loan (7,000) -- (7,000)
Related Party Loan, converted to stock -- -- 103,400
Proceeds from loan payable -- -- 15,000
Common stock issued and issuable for cash -- 92,295 268,927
----------- ----------- -----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 3,100 61,394 308,266
----------- ----------- -----------
Net Increase (Decrease) in Cash (89) 8,015 26
----------- ----------- -----------
Cash, Beginning of the Period 115 1,664 --
----------- ----------- -----------
Cash, End of the Period $ 26 $ 9,679 $ 26
=========== =========== ===========
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
MARCH 31, 2012
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Casey Container Corp. (formerly Sawadee
Ventures Inc.), a Nevada corporation, (hereinafter referred to as the "Company"
or "Casey Container") was incorporated in the State of Nevada on September 26,
2006. The Company's yearend is December 31. The Company was originally formed to
engage in the acquisition, exploration and development of natural resource
properties of merit.
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
President, Chief Executive Officer 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
Manufacturing.
BASIS OF PRESENTATION - In the opinion of management, the accompanying balance
sheets and related 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 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 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, 2012 Form 10-Q should be read in conjunction with information
included in the December 31, 2011 and 2010 Form 10-K filed with the Securities
and Exchange Commission on March 30, 2012.
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 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
MARCH 31, 2012
2. GOING CONCERN
The Company incurred net losses of $1,554,374 for the period from September 26,
2006 (Date of Inception) through March 31, 2012 and has commenced limited
operations, raising substantial doubt about the Company's ability to continue as
a going concern. The Company plans to continue to sell its restricted Common
shares for cash and borrow from its directors, officers and related and
non-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 and loans 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. STOCKHOLDERS' EQUITY
At March 31, 2012 and December 31, 2011, 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, 2012 and
December 31, 2011, the Company had 60,790,001 and 60,790,001 Common shares issue
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, 18,379,000 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 4,
"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. 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 are issuable
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.
8
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
3. STOCKHOLDERS' EQUITY (continued)
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.
On January 13, 2011, 250,000 of the Company's Common shares previously issued to
a consultant to provide investor relations services were forfeited and cancelled
for nonperformance.
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 Company expensed $34,000 in the quarter
ended March 31, 2011.
On February 7, 2011, the Company issued 1,000,000 Common shares to its new
President, Chief Executive Officer and Chief Financial Officer, as part of an
employment contract. The shares were valued at $0.12 per share, the closing
price of its Common shares on the OTC.BB. The Company expensed $120,000 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 4, "Related Party Transactions") in a
verbal agreement to provide investor relations, consulting and capital raising
services. The shares were valued at $0.12 per share, the closing price of its
Common shares on the OTC.BB. The Company expensed $120,000 in the quarter ended
March 31, 2011 (See October 31, 2011 below and Note 4 "Related Party
Transactions").
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 and/or
equipment capital to commence operations. On February 24, 2011, the closing
price the Company's Common shares on the OTC.BB were $0.23 per share. The Board
of Directors 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, the
lack of liquidity of its Common shares and lack of capital and credit
availability.
On March 4, 2011, the Company sold for cash 633,667 Common shares for $95,050 at
$0.15 per share to four (4) nonrelated parties. A ten percent (10%) finder's fee
of $9,505 was paid and charged to Additional Paid-In Capital.
On March 31, 2011, the Company sold for cash 50,000 Common shares for $7,500 at
$0.15 per share to a nonrelated party. A ten percent (10%) finder's fee of $750
was paid and charged to Additional Paid-In Capital.
On April 21, 2011, the Company sold for cash 333,334 Common shares for $50,000
at $0.15 per share to a nonrelated 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 Company's Common shares on the
OTC.BB, for investor relations services paid by the Chairman to nonrelated
parties on behalf of the Company. The $48,750 was expensed in the quarter ended
June 30, 2011.
9
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
3. STOCKHOLDERS' EQUITY (continued)
On June 17, 2011, the Company issued as compensation 1,500,000 shares to its
President, Chief Executive and Chief Financial Officer for $97,500, at $0.065
per share, the closing price of the Company's Common shares on the OTC.BB. The
$97,500 was expensed in the quarter ended 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 ended
September 30, 2011 (See Note 7 "Non-Interest Bearing Loan").
On October 31, 2011, the Company cancelled 500,000 shares issued on February 7,
2011 to Auspice Capital LLC, a related party, regarding performance under its
verbal agreement. The Company reduced expenses by $60,000, at $0.12 per share,
the price at which the original 1,000,000 shares were issued on February 7,
2011.
On October 31, 2011, the Company issued as compensation 250,000 shares to its
Vice President of Technical Services and Sales for $17,500, at $0.07 per share,
the closing price of the Company's Common shares on the OTC.BB.
4. RELATED PARTY TRANSACTIONS
As of March 31, 2012 and December 31, 2011, respectively, $539,475 and $327,755
is due to Company officers for unpaid expenses and fees. 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. (Note 3 "Stockholders'
Equity"). On January 28, 2011, a related party loaned the Company $20,000 in a
non-interest bearing note (See "Note 7 "Non-Interest Bearing Loan"). On February
7, 2011, 1,000,000 shares were issued to a related party in connection with a
verbal agreement for investor relations, consulting and capital raising services
and on October 31, 2011, the Company cancelled 500,000 of the original shares
issued regarding performance under the verbal agreement. (See Note 3
"Stockholders' Equity"). On February 3, 2012, a related party made a
non-interest bearing loan of $7,000. On February 10, 2012, an officer loaned
$7,000 in a non-interest bearing loan, which was repaid on February 13, 2012. On
February 22, 2012, the same officer loaned $1,100 in a non-interest bearing
loan.
5. 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 to finance seven (7)
international biodegradable plastics preform and bottling/container plants and
operations. The CEG Fund agreed to invest up to $65 million over a period of
years. This was subject to a Definitive Agreement being signed by March 31,
2011, unless mutually extended by the parties. The parties subsequently extended
the date to September 30, 2011 and then deferred the signing to a future time
due to a Funding Agreement being signed by an affiliated company of the CEG
Fund, Crown Hospitality Group LLC (See Note 6 "Funding Agreement"). The terms
and conditions, ownership percentages and other factors were to be defined in
the Definitive Agreement. The Company was to be the Managing Partner and the CEG
Fund was to be the Investing Partner.
10
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
5. LETTER OF INTENT (continued)
There was no guarantee or assurance a Definitive Agreement would have been
signed, nor the amounts and number of plants wouldn't be changed. In light of
the Funding Agreement not being extended (See Note 6 "Funding Agreement"), the
Company does not expect to sign a Definitive Agreement with CEG Fund.
6. FUNDING AGREEMENT
On July 1, 2011, the Company and Crown Hospitality Group, LLC ("Crown"), an
affiliated company of the CEG Fund (See Note 5 "Letter Of Intent"), entered into
a binding Funding Agreement for Crown to invest $4 million in equity capital in
exchange for 60,790,001 Common shares. Initially, the funds were to be invested
over a period of time and in varying amounts from July 31, 2011 thru June 30,
2012. The Company did not receive any funding as of December 31, 2011. On
January 31, 2012, the Company and Crown amended the Funding Agreement and
provided for the full $4 million to be paid by February 29, 2012 and the payment
to a related party entity of Crown of a finders' fee. On February 29, 2012, the
Company did not receive the $4 million in equity capital or any part thereof
from Crown under the Funding Agreement and amended the Funding Agreement on
March 5, 2012, extending the date for the funding to be on or before March 21,
2012. The Company did not receive any funding under the Funding Agreement on
March 21, 2012 and did not further extend the date or terms thereof. As of the
date of filing of this Form 10-Q, no funds have been received, although the
Company remains in periodic communication with principals of Crown.
7. NON-INTEREST BEARING LOANS
On January 28, 2011, a related party loaned the Company $20,000 in a
non-interest bearing loan. On June 29, 2011, the Company borrowed $15,000 from a
nonrelated party, evidenced by a Promissory Note. The terms of the Note provides
for repayment on the date the Company receives its first receipt of funds from
Crown (See Note 6 "Funding Agreement"). In addition, a financing fee of $5,000
was also due on the date of repayment from the first funds to be received from
the Funding Agreement. On August 29, 2011, the nonrelated party exchanged the
Promissory Note for 250,000 Common shares at $0.06 per share, a $0.04 discount
from the closing price of $0.10 per share of the Company's Common stock on the
OTC.BB. The Company expensed the $0.04 discount per share for a value of $10,000
in the period ending September 30, 2011.
8. INTEREST BEARING LOAN
On August 12 and 19, 2011, a nonrelated party loaned the Company $15,000, in an
interest bearing Promissory Note at 8% per annum and a one-time financing fee of
$9,900. The financing fee was expensed in the period ending September 30, 2011.
The loan, one-time financing fee and unpaid accrued interest is due upon the
Company's receipt of the first monies from the Funding Agreement (See Note 6
"Funding Agreement").
9. SUBSEQUENT EVENTS
On April 10, 2012, an officer of the Company was issued 250,000 shares of
Restricted Common Stock as compensation for services rendered during the three
months ending March 31, 2012. The closing price of the Company's Common shares
on the OTC.BB was $0.18 per share. During the three months ending March 31,
2012, $45,000 was expensed as compensation.
11
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.
12
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses and impairment of property of $242,660 and
$320,998 for the three-month periods ended March 31, 2012 and 2011, respectively
and $1,554,374 since the date of inception, September 26, 2006, through March
31, 2012. These expenses consisted primarily of general and administrative
expenses.
At March 31, 2012 and December 31, 2011, we had cash on hand of $26 and $115
respectively. Our total assets at March 31, 2012 and December 31, 2011 are
$9,926 and $115. Our liabilities were $694,844 and $442,373, respectively.
As of March 31, 2012, we had an accumulated deficit from inception of
$1,554,374.
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 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 March 31, 2012.
Balance Sheet Data: 3/31/12
------------------- -------
Cash $ 26
Total assets $ 9,926
Total liabilities $ 694,844
Shareholders' equity $(684,918)
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 $26 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.
13
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, 2012 and 2011 have incurred a net loss of $242,660 and $320,998,
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.
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.
14
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 Filed electronically
405 of Regulation S-T.
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 15, 2012.
CASEY CONTAINER CORP.
/s/ Martin R Nason
---------------------------------------
Martin R Nason,
Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
15