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, 2013
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: 70,166,701 shares outstanding as of
May 6, 2013.
ITEM 1. FINANCIAL STATEMENTS
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
March 31, 2013
Balance Sheets
(Expressed in U.S. Dollars)
Unaudited as of Audited as of
March 31, 2013 December 31, 2012
-------------- -----------------
ASSETS
CURRENT ASSETS
Cash $ 50 $ 3,522
----------- -----------
Total Current Assets 50 3,522
----------- -----------
Total Assets $ 50 $ 3,522
=========== ===========
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 156,624 $ 134,699
Non-interest Bearing Loans From Related Parties 119,100 114,250
Interest Bearing Loans 76,845 76,973
Due to Related Parties 1,200,327 1,031,347
----------- -----------
Total Current Liabilities 1,552,896 1,357,269
----------- -----------
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
69,566,701 shares issued and outstanding at March 31, 2013
and December 31, 2012 69,567 69,567
Additional Paid-in-Capital 2,226,389 2,263,889
Deficit accumulated during development stage (3,848,802) (3,687,203)
----------- -----------
Total Stockholders' Equity (1,552,846) (1,353,747)
----------- -----------
Total Liabilities and Stockholders' Equity $ 50 $ 3,522
=========== ===========
The accompanying notes are an integral part of
these interim financial statements.
2
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
Period from
September 26, 2006
For the Three For the Three (Date of inception)
Months Ended Months Ended through
March 31, 2013 March 31, 2012 March 31, 2013
-------------- -------------- --------------
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000
Impairment of property -- -- 27,379
Interest (128) 298 1,945
General and administrative 161,727 242,362 3,809,478
------------ ------------ ------------
Total Expenses 161,599 242,660 3,848,802
------------ ------------ ------------
Net loss from Operations (161,599) (242,660) (3,848,802)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
Net Income (Loss) for the period $ (161,599) $ (242,660) $ (3,848,802)
============ ============ ============
Basic and Diluted Earnings Per Common Share $ (0.00) $ (0.00)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 69,421,701 60,790,001
============ ============
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, 2013
(Expressed in U.S. Dollars)
Deficit
Common Stock Accumulated
Common Stock Issuable Additional During
------------------- ------------------ Paid-In Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Balance, September 26, 2006
(Date of Inception) -- $ -- -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.001
per share on December 1, 2006 18,000,000 18,000 -- -- -- -- 18,000
Net Loss for the Period from
inception on September 26, 2006
to December 31, 2006 -- -- -- -- -- (7,165) (7,165)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2006 18,000,000 18,000 -- -- -- (7,165) 10,835
========== ======= ======== ====== ======== =========== =========
Stock Issued for cash at $0.002
per share on April 12, 2007 18,000,000 18,000 -- -- 18,000 -- 36,000
Net Loss for the Year ended
December 31, 2007 -- -- -- -- (27,267) (27,267)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2007 36,000,000 36,000 -- -- 18,000 (34,432) 19,568
========== ======= ======== ====== ======== =========== =========
Net Loss for the Year ended
December 31, 2008 -- -- -- -- -- (16,304) (16,304)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2008 36,000,000 36,000 -- -- 18,000 (50,736) 3,264
========== ======= ======== ====== ======== =========== =========
Net Loss for the Year ended
December 31, 2009 -- -- -- -- -- (11,011) (11,011)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2009 36,000,000 36,000 -- -- 18,000 (61,747) (7,747)
========== ======= ======== ====== ======== =========== =========
Shares issued and issuable at
0.001 per share pursuant to an
agreement on March 24, 2010 18,274,000 18,274 105,000 105 -- -- 18,379
Stock issued for cash at 0.333
per share on May 15, 2010 6,000 6 -- -- 1,994 -- 2,000
Stock issued for cash at 0.333
per share on May 22, 2010 400 -- -- -- 132 -- 132
Stock issuable for cash at 0.15
on December 14, 2010 -- -- 470,000 470 70,030 -- 70,500
Stock issued for debt at 0.25
per share to a Related Party
on December 30, 2010 717,600 718 -- -- 178,682 -- 179,400
Net Loss for the Year ended
December 31, 2010 -- -- -- -- -- (358,578) (358,578)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2010 54,998,000 $54,998 575,000 $ 575 $268,838 $ (420,325) $ (95,914)
========== ======= ======== ====== ======== =========== =========
Stock issued for cash at $0.001
per share on January 13, 2011 105,000 $ 105 (105,000) $(105) $ -- $ -- $ --
Stock issued for cash at $0.001
per share on January 13, 2011 470,000 470 (470,000) (470) -- -- --
To record forfeiture of stock at
$0.001 per share (250,000) (250) -- -- 250 -- --
Stock issued at $0.17 per share
pursuant to an agreement on
January 27, 2011 200,000 200 -- -- 33,800 -- 34,000
Stock issued at $0.12 per share
pursuant to agreements
February 7, 2011 2,000,000 2,000 -- -- 238,000 -- 240,000
Stock issued for cash at $0.15
per share on March 4, 2011,
less 10% cost of issue 633,667 634 -- -- 84,911 -- 85,545
Stock issued for cash at $0.15
per share on March 31, 2011,
less 10% cost of issue 50,000 50 -- -- 6,700 -- 6,750
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, 2013
(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 $0.15
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 issued at $0.17 per share
for compensation to a Vice
President on June 20, 2012 500,000 500 -- -- 84,500 -- 85,000
Stock issued at $0.17 per share
for investor relations services
to the Chairman on June 20, 2012 750,000 750 -- -- 126,750 -- 127,500
Stock issued 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
Stock issued at $0.15 for
consulting services on
July 17, 2012 3,000,000 3,000 -- -- 447,000 -- 450,000
Stock issued at $0.22 for
consulting services on
August 3, 2012 250,000 250 -- -- 54,750 -- 55,000
Stock issued at $0.24 for
consulting services on
August 30, 2012 300,000 300 -- -- 71,700 -- 72,000
Stock issued for cash at $0.15
per share on October 17, 2012 120,000 120 -- -- 17,880 -- 18,000
Stock issued for cash at $0.15
per share on October 24, 2012 200,000 200 -- -- 29,800 -- 30,000
Stock issued for cash at $0.15
per share on October 25, 2012 100,000 100 -- -- 14,900 -- 15,000
Stock issued for cash at $0.15
per share on November 14, 2012 6,700 7 -- -- 993 -- 1,000
Stock issued at $0.22 per share
for investor relations services
on December 12, 2012 150,000 150 -- -- 32,850 -- 33,000
Stock issued at $0.15 per share
for investor relations services
on December 27, 2012 150,000 150 -- -- 22,350 -- 22,500
Net Loss for the Year ended
December 31, 2012 -- -- -- -- -- (2,375,489) (2,375,489)
---------- ------- -------- ------- ---------- ----------- -----------
Balance, December 31, 2012 69,566,701 69,567 -- -- 2,263,889 (3,687,203) (1,353,747)
========== ======= ======== ======= ========== =========== ===========
Stock cancelled at $0.24 per
share on January 15, 2013
from the original issuance on
August 30, 2012 (300,000) (300) -- -- (71,700) (72,000)
Stock cancelled at $0.22 per
share on January 15, 2013 from
the original issuance on
December 12, 2012 (150,000) (150) -- -- (32,850) (33,000)
Stock issued at $0.15 per share
for investor relations services
on February 13, 2013 450,000 450 -- -- 67,050 67,500
Net Loss for the Period ended
March 31, 2013 (161,599) (161,599)
---------- ------- -------- -------- ----------- ----------- -----------
Balance, March 31, 2013 69,566,701 $69,567 -- $ -- $ 2,226,389 $(3,848,802) $(1,552,846)
========== ======= ======== ======== =========== =========== ===========
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
September 26, 2006
For the Three For the Three (Date of inception)
Months Ended Months Ended through
March 31, 2013 March 31, 2012 March 31, 2013
-------------- -------------- --------------
OPERATING ACTIVITIES:
Net Loss $ (161,599) $ (242,660) $(3,848,802)
Adjustments to reconcile net loss to net
cash used in operating activities:
Increase in expenses paid on behalf of
the Company by Related Parties 175,655 216,720 1,422,893
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 -- -- 93,750
Stock issued to President and Vice President
for compensation -- -- 320,000
Stock issued to Chairman for investor relations
services -- -- 127,500
Stock issued to CEO/President for committed
employment agreement -- -- 510,000
Stock issued and issuable for services to Related Party -- -- 60,000
Stock issued for services to Non-Related Party 67,500 -- 734,000
Stock issued for interest bearing loan payable -- -- 25,000
Stock cancelled due to rescission of agreements (105,000) -- (105,000)
Finance and interest charges added to loan payable (128) 298 21,845
Accounts payable and accrued liabilities 21,925 22,453 156,624
----------- ----------- -----------
Net Cash Provided from Operating Activities (1,647) (3,189) (378,811)
----------- ----------- -----------
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 (6,675) (5,000) (222,566)
Non-interest bearing loan from Related Party 4,850 15,100 132,200
Repayment of Related party loan -- (7,000) (13,100)
Related Party Loan, converted to stock -- -- 103,400
Proceeds from loan payable -- -- 55,000
Common stock issued and issuable for cash -- -- 332,927
----------- ----------- -----------
Net Cash Provided from Financing Activities (1,825) 3,100 387,861
----------- ----------- -----------
Net Increase (Decrease) in Cash (3,472) (89) 50
----------- ----------- -----------
Cash, Beginning of the Period 3,522 115 --
----------- ----------- -----------
Cash, End of the Period $ 50 $ 26 $ 50
=========== =========== ===========
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 $ -- $ -- $ 224,400
=========== =========== ===========
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, 2013
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 March 31, 2013 Form 10-Q should be
read in conjunction with information included in the December 31, 2012 and 2011
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
March 31, 2013
2. GOING CONCERN
The Company incurred net losses of $3,848,802 for the period from September 26,
2006 (Date of Inception) through March 31, 2013 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, 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 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 March 31, 2013 and December 31, 2012, 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, 2013 and
December 31, 2012, the Company has 69,566,701 and 69,566,701 Common shares
issued and outstanding, respectively and no Preferred shares issued and
outstanding.
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
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
8
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
4. STOCKHOLDERS' EQUITY (continued)
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.
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
9
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
4. STOCKHOLDERS' EQUITY (continued)
numerous factors to determine 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 and the 4,250,000 issuable
shares were issued on July 5, 2012.
On July 17, 2012, the Company agreed to issue 3,000,000 shares at $0.15 per
share (the closing price of the Common shares on July 17, 2012) for a value of
$450,000 to Shoreline Consulting International for investor relations services,
in connection with the Company's consulting agreements with Rathbourne
Mercantile Ltd. and Lankford Consulting International, Inc. and the private
equity fund ARG Vermogensverwaltung AG (see Note 6 "Rathbourne Mercantile Ltd.
Consulting Agreement").
On August 3, 2012, the Company agreed to issue 250,000 shares at $0.22 per share
(the closing price of the Common shares on August 3, 2012) for a value of
$55,000 to Rathbourne Mercantile, Ltd. (see Note 6 "Rathbourne Mercantile Ltd
Consulting Agreement") for consulting services. The $55,000 was expensed in the
quarter ending September 30, 2012.
10
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
4. STOCKHOLDERS' EQUITY (continued)
On August 30, 2012, the Company agreed to issue 300,000 shares at $0.24 per
share (the closing price of the Common shares on August 30, 2012) for a value of
$72,000 to South Corner LLC for consulting and investor relations services. The
$72,000 was expensed in the quarter ending September 30, 2012.
On October 17, 24, 25, 2012 and November 14, 2012, the Company issued 426,700
shares for $64,000 in cash to non-related parties, at $0.15 per share, a
discount from the October 17, 2012, the commitment date closing price of $0.29
per share. The discount is due to volatility, lack of liquidity and restrictions
on the Company's Common shares on the OTC.BB.
On December 12, 2012, the Company issued 150,000 restricted Common shares for
consulting and investor relations services for $33,000, at $0.22 per share, the
closing price of the Company's Common shares on the OTC.BB. The amount was
expensed in the quarter ending December 31, 2012.
On December 27, 2012, the Company issued 150,000 shares for consulting and
investor relations services for $22,500, at $0.15 per share, the closing price
of the Company's common shares on the OTC.BB. The amount was expensed in the
quarter ending December 31, 2012.
On January 15, 2013, the Company entered into a Rescission Agreement regarding
the August 30, 2012 and December 12, 2012 issuances of 300,000 restricted Common
shares and 150,000 restricted Common shares, respectively, due to the Company's
inability to utilize the Consultant's services as expected during the terms of
each of the two consulting and investor relations services agreements. The
Company reversed the $72,000 and $33,000 originally recorded in the quarters
ending September 30, 2012 and December 31, 2012, respectively.
On February 13, 2013, the Company signed a Consulting Agreement with the same
group and issued a total of 450,000 restricted Common shares at $0.15 per share,
the closing price of the Company's common shares on the OTC.BB. The Company
expensed $67,500 in the quarter ending March 31, 2013.
5. RELATED PARTY TRANSACTIONS
As of March 31, 2013 and December 31, 2012, respectively, $1,200,327 and
$1,031,347 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. (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 7 "Non-Interest
11
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
5. RELATED PARTY TRANSACTIONS (continued)
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 7, "Non-Interest Bearing Loans." On March 5, 2013, the Company borrowed
$4,850 in a non-interest bearing loan, from a firm controlled by the Chairman of
the Board. The amounts outstanding to Related Parties (all amounts unsecured) at
March 31, 2013 and December 31, 2012, respectively follows:
March 31, December 31,
2013 2012
---------- ----------
Unpaid expenses and fees to Officers/Directors $1,200,327 $1,031,347
---------- ----------
Non-interest bearing loans to Related Parties
Non Officer/Director 22,000 22,000
Chairman of the Board/Officer and Controlled Entity 55,100 50,250
Vice President and Director 42,000 42,000
---------- ----------
Total $ 119,100 $ 114,250
========== ==========
6. RATHBOURNE MERCANTILE LTD./LANKFORD CONSULTING, INC. AGREEMENTS
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. On August 3, 2012, the Company and Rathbourne
Mercantile Ltd. signed a Novation of Previous Consulting Agreement regarding its
March 26, 2012 Consulting Agreement substituting Lankford Consulting, Inc. as
the entity to perform the services. There were no changes made to the Lankford
Consulting, Inc. Consulting Agreement. On August 3, 2012, the Company agreed to
issue 250,000 shares to Rathbourne Mercantile Ltd. for consulting services at
$0.22 per share, the closing price of the Company's Common shares on August 3,
2012 (see Note 4 "Stockholders' Equity").
7. NON-INTEREST BEARING LOANS
On January 28, 2011 and February 3, 2012, Auspice Capital, a related party,
loaned the Company a total of $27,000 in non-interest bearing loans of which
$22,000 are outstanding as of March 31, 2013 and December 31, 2012, respectively
(see Note 5 "Related Party Transactions").
12
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
7. NON-INTEREST BEARING LOANS (continued)
On April 18 and May 17, 2012, the Vice President Sales and Technical Services,
loaned the Company $38,000 and $4,000, respectively, in non-interest bearing
loans, of which $42,000 are outstanding as of March 31, 2013 and December 31,
2012, respectively (see Note 5 "Related Party Transactions").
On May 21 and May 30, 2012 and March 5, 2013, the Chairman of the Board and a
controlled entity of the Chairman loaned the Company $12,000, $38,250 and
$4,850, respectively, in non-interest bearing loans, of which $55,100 and
$50,250 are outstanding as of March 31, 2013 and December 31, 2012, respectively
(see Note 5 "Related Party Transactions").
Repayment of the above three (3) related party loans are due upon receipt of the
Company's cash equity funding (see Note 6 "Rathbourne Mercantile Ltd./Lankford
Consulting, Inc.").
The amounts of all non-interest bearing loans outstanding at March 31, 2013 and
December 31, 2012, respectively, are to Related Parties (all amounts are
unsecured - see Note 5, "Related Party Transactions) follows:
March 31, December 31,
2013 2012
-------- --------
Non-interest bearing loans to Related Parties
Non-Officer/Director $ 22,000 $ 22,000
Chairman of the Board/Officer and Controlled Entity $ 55,100 $ 50,250
Vice President and Director $ 42,000 $ 42,000
-------- --------
Total $119,100 $114,250
======== ========
8. INTEREST BEARING LOANS
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. The loan and unpaid accrued interest is unsecured and not in default.
On August 27, 2012, the Company borrowed $40,000 in a ninety day non-interest
bearing Promissory Note and a one-time financing fee of $10,000 from a
non-related party. The one-time financing fee was expensed in the quarter ending
September 30, 2012. If the $50,000 was not paid within ninety days of the date
of the Promissory Note, interest at the rate of 10% per annum would begin
accruing until full payment is made. On January 31, 2013, the Company renewed
the original Promissory Note, extending the maturity date to April 30, 2013. The
accrued interest as of December 31, 2012 was reversed in the quarter ending
March 31, 2013. The loan is unsecured.
13
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES INC.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
8. INTEREST BEARING LOANS (continued)
The amounts of all interest-bearing loans and accrued interest outstanding as of
March 31, 2013 and December 31, 2012, respectively, follow:
March 31, December 31,
2013 2012
-------- --------
Non-Related Party - principal $ 24,900 $ 24,900
cumulative accrued interest 1,945 1,650
Non-Related Party - principal 50,000 50,000
cumulative accrued interest -- 423
-------- --------
Total $ 76,845 $ 76,973
======== ========
9. SUBSEQUENT EVENTS
On April 17, 2013, the Company entered into two "Agreements To Serve On Board Of
Directors," with two previously announced independent Directors. Each of the
Agreements provide for compensation of $1,500 per attended Board Meeting and
Committee Meeting of the Board of Directors and the issuance of 300,000
restricted Common shares at the closing price of $0.10 per share of the
Company's Common shares on the OTC.BB for a value of $60,000, which will be
expensed in the quarter ending June 30, 2013. The shares were physically issued
on April 26, 2013. The Company has filed a Form 8-K with the Securities and
Exchange Commission.
14
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.
15
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $161,599 and $242,660 for the three-month
periods ended March 31, 2013 and 2012, respectively and $3,848,802 from
inception to the three-month period ended March 31, 2013. These expenses
consisted primarily of general and administrative expenses.
At March 31, 2013 and December 31, 2012, we had cash on hand of $50 and $3,522
respectively. Our total assets at March 31, 2013 and December 31, 2012 are $50
and $3,522. Our liabilities were $1,552,896 and $1,357,269, respectively.
As of March 31, 2013, we had an accumulated deficit from inception of
$3,848,802.
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 26, 2012, the Company received a Letter of Interest from ARG
Vermogensverwaltung AG, a private equity fund based in Munich, Germany, to
facilitate a financing for the Company of approximately $5 million.
The following table provides selected financial data about our company for the
period from the date of incorporation through March 31, 2013.
Balance Sheet Data: 3/31/13
------------------- -----------
Cash $ 50
Total assets $ 50
Total liabilities $ 1,552,896
Shareholders' equity $(1,552,896)
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 $50 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.
16
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
March 31, 2013 and 2012 have incurred a net loss of $161,599 and $242,660,
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 and provide working capital.
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.
17
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 10, 2013.
CASEY CONTAINER CORP.
/s/ Martin R Nason
---------------------------------------
Martin R Nason,
Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer
18