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 JUNE 30, 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: 68,290,001 shares outstanding as of
August 20, 2012.
ITEM 1. FINANCIAL STATEMENTS
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
June 30, 2012
Balance Sheets
(Expressed in U.S. Dollars)
Unaudited as of Audited as of
June 30, 2012 December 31, 2011
------------- -----------------
ASSETS
CURRENT ASSETS
Cash $ 2,845 $ 115
Prepaid expenses 8,100 --
------------ ------------
Total Current Assets 10,945 115
------------ ------------
Total Assets $ 10,945 $ 115
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 74,625 $ 69,271
Non-interest Bearing Loans From Related Parties 114,250 20,000
Interest Bearing Loan 25,944 25,347
Due to Related Parties 681,853 327,755
------------ ------------
Total Current Liabilities 896,672 442,373
------------ ------------
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 of which:
61,040,001 and 60,790,001 shares are issued and outstanding at
June 30, 2012 and December 31, 2011, respectively 61,040 60,790
Common Stock issuable 4,250,000 and none shares at June 30,2012
and December 31, 2011, respectively 4,250 --
Additional Paid-in-Capital 1,571,666 808,666
Deficit accumulated during development stage (2,522,683) (1,311,714)
------------ ------------
Total Stockholders' Equity (885,727) (442,258)
------------ ------------
Total Liabilities and Stockholders' Equity $ 10,945 $ 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
September 26, 2006
(Date of
For the Three For the Three For the Six For the Six inception)
Months Ended Months Ended Months Ended Months Ended through
June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011 June 30, 2012
------------- ------------- ------------- ------------- -------------
REVENUES:
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Total Revenues -- -- -- -- --
------------ ------------ ------------ ------------ ------------
EXPENSES:
Operating Expenses
Exploration expenses -- -- -- -- 10,000
Impairment of property -- -- -- -- 27,379
Interest 299 -- 597 -- 1,044
General and administrative 968,010 265,115 1,210,372 586,113 2,484,260
------------ ------------ ------------ ------------ ------------
Total Expenses 968,309 265,115 1,210,969 586,113 2,522,683
------------ ------------ ------------ ------------ ------------
Net Loss from Operations (968,309) (265,115) (1,210,969) (586,113) (2,522,683)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net Income (Loss) for the period $ (968,309) $ (265,115) $ (1,210,969) $ (586,113) $ (2,522,683)
============ ============ ============ ============ ============
Basic and Diluted Earnings Per
Common Share (0.02) (0.00) (0.02) (0.01)
------------ ------------ ------------ ------------
Weighted Average number of Common
Shares used in per share
calculations 61,476,814 58,784,506 61,133,408 57,819,995
============ ============ ============ ============
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 June 30, 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)
========== ======= ======== ====== ======== =========== =========
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
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 June 30, 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 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)
========== ======= -======== ====== ========== =========== ===========
Stock issued at $0.18 per share
for debt to a Vice President on
April 11, 2012 250,000 250 -- -- 44,750 -- 45,000
Stock issuable at $0.17 per share
for compensation to a Vice
President on June 20, 2012 500,000 500 84,500 -- 85,000
Stock issuable at $0.17 per share
for investor relations services
to the Chairman on June 20, 2012 750,000 750 126,750 -- 127,500
Stock issuable at $0.17 per share
pursuant to a committed employment
agreement with the CEO on
June 20, 2012 3,000,000 3,000 507,000 -- 510,000
Net Loss for the period ended
June 30, 2012 (1,210,969) (1,210,969)
---------- ------- --------- ------ ---------- ----------- -----------
Balance, June 30, 2012 61,040,001 $61,040 4,250,000 $4,250 $1,571,666 $(2,522,683) $ (885,727)
========== ======= -======== ====== ========== =========== ===========
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
For the Six For the Six September 26, 2006
Months Ended Months Ended (Date of inception) to
June 30, 2012 June 30, 2011 June 30, 2012
------------- ------------- -------------
Operating Activities:
Net Loss $(1,210,969) $ (586,113) $(2,522,683)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses incurred on our behalf by Related Parties 374,098 92,128 804,014
Impairment of Long Term Assets -- -- 27,379
Stock issued to Related Party for Expenses incurred on
our behalf -- -- 76,000
Stock issued to Vice President for debt and for services
to the Chairman, respectively 45,000 48,750 93,750
Stock issued to Vice President for compensation 85,000 97,500 320,000
Stock issued to Chairman for investor relations services 127,500 -- 127,500
Stock issued to CEO/President for committed employment
agreement 510,000 -- 510,000
Stock issued and issuable 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
Finance and interest charges added to loan payable 597 -- 10,944
Prepaid expenses (8,100) -- (8,100)
Accounts payable and accrued liabilities 5,354 (17,686) 74,625
----------- ----------- -----------
Net Cash Provided from Operating Activities (71,520) (91,421) (367,571)
----------- ----------- -----------
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 (20,000) (83,359) (122,161)
Non-interest bearing loan from Related Party 107,350 20,000 127,350
Repayment of Related party loan (13,100) -- (13,100)
Related Party Loan, converted to stock -- -- 103,400
Proceeds from loan payable -- 15,000 15,000
Common stock issued and issuable for cash -- 142,295 268,927
----------- ----------- -----------
Net Cash Provided from Financing Activities 74,250 93,936 379,416
----------- ----------- -----------
Net Increase (Decrease) in Cash 2,730 2,515 2,845
----------- ----------- -----------
Cash, Beginning of the Period 115 1,664 --
----------- ----------- -----------
Cash, End of the Period $ 2,845 $ 4,179 $ 2,845
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
=========== =========== ===========
Cash paid for income taxes $ -- $ -- $ --
=========== =========== ===========
Expenses incurred on our behalf and loans from
Related Parties exchanged for 250,000 and
717,600 Common shares on April 11, 2012
and December 31, 2010 $ 45,000 $ -- $ 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
June 30, 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") was incorporated in the State of Nevada on September 26, 2006. The
Company's yearend is December 31. The Company initially 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.
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.
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, 2012 Form 10-Q should be
read in conjunction with information included in the December 31, 2011 and 2010
Form 10-K.
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
June 30, 2012
2. GOING CONCERN
The Company incurred net losses of $2,522,683 for the period from September 26,
2006 (Date of Inception) through June 30, 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 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.
The Company recorded an asset Contract Rights for $18,379 (see Note 4
"Stockholders' Equity") at December 31, 2010. 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 2010.
4. STOCKHOLDERS' EQUITY
At June 30, 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 June 30, 2012 and
December 31, 2011, the Company has 61,040,001 and 60,790,001 Common shares
issued, respectively. At June 30, 2012, there were an additional 4,250,000
Common shares issuable as described in this Note under June 20, 2012.
In the fiscal year ending December 31, 2006, 18,000,000 shares of the Company's
Common stock were issued to the directors of the Company pursuant to a stock
subscription agreement at $0.001 per share for total proceeds of $18,000.
In the fiscal year ending December 31, 2007, 18,000,000 shares of the Company's
Common stock were issued at a price of $0.002 per share for gross proceeds of
$36,000.
On March 24, 2010, 18,621,500 shares of the Company's Common stock were issued
and issuable pursuant to a Commitment Agreement ("Agreement") dated January 12,
2010 with Taste of Aruba (U.S.), Inc. ("TOA"), a related party (see Note 5,
"Related Party Transactions"), for a definitive Product Purchase Agreement
("PPA") with TOA for the Company to provide preforms for biodegradable bottles
thru December 31, 2015, which did not result in proceeds to the Company (see
Note 3 "Intangibles"). The Commitment Agreement provided for one share of the
Company's Common shares to be issued for every two shares of TOA shares
outstanding. The 18,379,000 shares issued to TOA shareholders was originally
8
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
4. STOCKHOLDERS' EQUITY (continued)
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
June 30, 2012
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.
On April 11, 2012, the Company issued 250,000 shares at $0.18 per share (the
closing price of the Common shares on April 11, 2012) to its Vice President in
exchange for $45,000 owed to the Vice President for prior services rendered.
(see Note 5, "Related Party Transactions").
On June 20, 2012, the Company agreed to issue ("issuable') 4,250,000 shares at
$0.17 per share (the closing price of the Common shares on June 20, 2012) for a
total value of $722,500. Of the 4,250,000 shares, 500,000 shares with a value of
$85,000 were for services by its Vice President; 750,000 shares with a value of
$127,500 were for investor relations services by its Chairman; 3,000,000 shares
with a value of $510,000 was for a committed five-year employment agreement by
its Chief Executive Officer, President and Chief Financial Officer. The $722,500
was expensed in the quarter ending Jun 30, 2012. The 4,250,000 issuable shares
were issued on July 5, 2012.
5. RELATED PARTY TRANSACTIONS
As of June 30, 2012 and December 31, 2011, respectively, $796,103 and $347,755
is due to Company officers 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.
10
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
5. RELATED PARTY TRANSACTIONS (continued)
(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
loan (See Note 10 "Non-Interest Bearing Loans"). 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 and capital raising
services and on October 31, 2011, the Company cancelled 500,000 of the original
shares regarding performance under the verbal agreement (see Note 4
"Stockholders' Equity"). On February 3, 2012, a related party made a
non-interest bearing loan of $7,000, of which $5,000 was repaid on May 23, 2012.
On February 10, 2012, the Chief Executive Officer loaned $7,000 in a
non-interest bearing loan, which was repaid on February 13, 2012. On February
22, 2012, the Chief Executive Officer loaned $1,100 in a non-interest bearing
loan, which was repaid on April 25 and May 17, 2012 (See Note 10 "Non-Interest
Bearing Loans"). On May 21 and May 30, 2012, the Chairman of the Board loaned
the Company $12,000 and $38,250, respectively, in a non-interest bearing loan.
On April 11, 2012, 250,000 Common shares were issued at $0.18 per share (the
closing price of the Common shares on April 11, 2012) to a Vice President in
exchange for amounts owed for services rendered and expensed in the period
ending March 31, 2012. On April 18 and May 17, 2012, a Vice President loaned the
Company $38,000 and $4,000, respectively, in a non-interest bearing loan. See
Note 10, "Non-Interest Bearing Loans."
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 biodegradable plastics preforms and
bottling/container plants and operations. The CEG Fund was 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
extended the date for the Definitive Agreement 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 ("Crown").
(See Note 8 "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. There was no guarantee or assurance a Definitive Agreement
would be signed, or the amounts and number of plants would not be changed. In
light of the Funding Agreement not being funded or extended (See Note 8 "Funding
Agreement"), the Company does not expect to sign a Definitive Agreement with the
CEG Fund.
11
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
8. FUNDING AGREEMENT
On July 1, 2011, the Company and Crown Hospitality Group, LLC ("Crown"), an
affiliated company of Crown Endeavors Global Limited ("CEG Fund"), entered into
a binding Funding Agreement to invest $4 million in equity capital in exchange
for 60,790,001 restricted 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 and 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 a payment to a related party of
Crown of a finder's fee. On February 29, 2012, the Company did not receive the
$4 million or any part thereof from Crown and further 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 on March 21, 2012
and did not further extend the date or terms of the Funding Agreement.
9. RATHBOURNE MERCANTILE LTD. CONSULTING AGREEMENT
On March 26, 2012, the Company entered into a one-year Consulting Agreement with
Rathbourne Mercantile Ltd. ("Rathbourne"), effective March 22, 2012, for
investor relations services and introductions to potential equity investors.
Remuneration was $37,500 for an independent valuation report of the Company,
which was expensed in the quarter ending March 31, 2012. If Rathbourne
introduced the Company to an investor and the Company successfully completed an
equity capital financing with the party introduced, Rathbourne would receive a
7% cash finder's fee of the gross amount funded and 7% of the issued shares of
the Company. The Company was introduced by Rathbourne to ARG Vermogensverwaltung
AG, a private equity fund based in Munich, Germany, who issued a Letter of
Interest on March 22, 2012 to facilitate a financing of the Company for
approximately $5 million.
10. NON-INTEREST BEARING LOANS
On January 28, 2011, a related party loaned the Company $20,000 in a
non-interest bearing loan. On February 3, 2012, the same related party loaned
the Company $7,000, of which $5,000 was repaid on May 23, 2012. 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 were repayment of the $15,000
would be made on the date the Company receives its first receipt of funding from
an investor group. In addition, a consulting fee of $5,000 would also be due on
the date the Company receives its first receipt of funding from an investor
group. 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 shares. The Company expensed
the $0.04 discount per share for a value of $10,000 in the period ending
September 30, 2011. On February 10, 2012, the Chief Executive Officer loaned the
Company $7,000 in a non-interest bearing loan, which was repaid on February 13,
2012. On February 22, 2012, the Chief Executive Officer loaned the Company
$1,100 in a non-interest bearing loan, which was repaid on April 25 and May 17,
2012. On April 18 and May 17, 2012, a Vice President loaned the Company $38,000
and $4,000, respectively, in a non-interest bearing loan. On May 21 and May 30,
2012, the Chairman of the Board loaned the Company $12,000 and $38,250,
respectively, in a non-interest bearing loan.
11. 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 funding of equity capital from an investor
group.
12
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
12. PREPAID EXPENSES
The Company is a member of the Plastics Environmental Council ("PEC"), which is
an industry trade organization. In 2012, the PEC decided to invoice the annual
dues ($7,800) in advance as compared to quarterly as they did in 2011. In
addition, the PEC invoices for a research project $4,500 in advance of the
period to which the invoice relates. At June 30, 2012, $3,600 of annual dues and
$4,500 for the third quarter research quarter are recorded in Prepaid Expenses
on the Balance Sheet as of June 30, 2012.
13. SUBSEQUENT EVENTS
Effective July 17, 2012, the Company entered into a Consulting Agreement with
Shoreline Consulting International for investor relations services in connection
with Rathbourne Mercantile Ltd. and the private equity fund ARG
Vermogensverwaltung AG (see Note 9 "Rathbourne Mercantile Ltd. Consulting
Agreement"). The services are to be performed between thru August 13 and October
12, 2012 and the Company issued 3 million Restricted Common shares as payment
for the services.
13
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.
14
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $968,309 and $265,115 for the three-month
periods ended June 30, 2012 and 2011, respectively and $1,210,969 and $586,113
for the six-month periods ended June 30, 2012 and 2011, respectively. These
expenses consisted primarily of general and administrative expenses.
At June 30, 2012 and December 31, 2011, we had cash on hand of $2,845 and $115
respectively. Our total assets at June 30, 2012 and December 31, 2011 are
$10,945 and $115. Our liabilities were $896,672 and $442,373, respectively.
As of June 30, 2012, we had an accumulated deficit from inception of $2,522,693.
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 June 30, 2012.
Balance Sheet Data: 6/30/12
------------------- -------
Cash $ 2,845
Total assets $ 10,945
Total liabilities $ 896,672
Shareholders' equity $(885,727)
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 $2,845 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.
15
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 for the quarters ended
June 30, 2012 and 2011 have incurred a net loss of $968,309 and $265,115,
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.
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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 August 20, 2012.
CASEY CONTAINER CORP.
/s/ Martin R. Nason
---------------------------------------
Martin R. Nason,
Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
17