ITEM 1. BUSINESS
Casey Container, Corp, a Nevada corporation, was incorporated in the State of Nevada on September 26, 2006 under the name Sawadee Ventures Inc. to engage in the acquisition, exploration and development of natural resource properties of merit. In September 2008, we ceased our exploration activities, and we became a development stage company. Accordingly, our financial statements reflect our results in accordance with the disclosure requirements for a development stage company. We are currently considered a "shell" company inasmuch for the periods ending December 31, 2011 and 2010 we did not generate revenues, did not own an operating business and had no employees and no material assets. In November of 2009 we entered into an Additive Supply and License Agreement with Bio-Tec Environmental, developer of the breakthrough EcoPure(R) technology. We now have the unique ability to offer a revolutionary biodegradable PET plastic packaging solution that is FDA compliant.
On January 6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO and Director. The same day Mr. James Casey, Mr. Terry Neild, and Mr. Robert Seaman were appointed as Directors of the Company. Mr. Casey filled the position of President, Mr. Neild was appointed Chief Executive Officer, Chief Financial Officer and Secretary, and Mr. Seaman was appointed Vice- President-Operations.
Casey Container designs and custom manufactures biodegradable PET plastic preforms that become PET plastic containers, such as bottles for water, other beverages, and consumer 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.
The Company believes its products are cost effective and offer the same advantages as PET plastic packaging because it is PET. The EcoPure(R) technology the Company uses to make its plastic packaging solutions biodegradable can be used with polystyrene (PS), polypropylene (PP), polyethyeleneterapthalate (PET), polyethylene (PE), polyvinyl chloride (PVC) and most other types of polymers.
The Company's biodegradable PET solutions have shown to maintain the same physical properties as conventional PET plastic packaging.
The EcoPure(R) technology the Company uses for its products adds nutrients and other organic compounds that weaken the polymer chain and allow microbial action to colonize in and around the plastic. The bottles are then completely metabolized, turning them into inert humus (biomass), biogas (anaerobic) or Co2 (aerobic). Thus, rather than requiring mechanical means such as heat and light to break down, the products biodegrade in two to ten years through the microbial activity in compost and landfill environments.
Until now two types of products have dominated this sector of the market: oxo-degradables and starch based PLA (Poly-lactic Acid) products. Oxo-degradables are an additive based technology which cause bottles to fragment from light, heat, moisture, mechanical stress and can only be used in polypropylene, polyethylene, and polystyrene (not in polyethyeleneterapthalate, or PET). PLA is a starch based alternative to traditional plastics and attempts to replace polypropylene (PP), polyethylene (PE), and polyethyeleneterapthalate (PET). These PLA packaging options lack the performance of conventional PET plastic packaging. It is also debated that they can drive up the prices of essential food-supply commodities, such as corn.
Since the Company has a non-exclusive Additive Supply and License Agreement with Bio-Tec Environmental for its EcoPure(R) technology, the Company understands that Bio-Tec Environmental itself can also be considered a competitor.
As stated earlier the EcoPure(R) technology is FDA compliant. Bio-Tec Environmental, the supplier of the EcoPure(R) technology and additive, is responsible for its good standing with the FDA. Casey Container will work closing with Bio-Tec Environmental in regards to maintaining its FDA compliance.
As of March 30, 2012, we had no employees other than its corporate officers. The Company uses independent contractors who provide technology services, and public relations. Casey Container has not experienced any work stoppages and it considers relations with its independent contractors to be good.
From time to time, Casey Container may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. Casey Container is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.
Casey Container currently utilize space, for no charge, at 7255 East San Alfredo Drive, Scottsdale AZ 85258.
The implementation of our business objectives is wholly contingent upon the successful sale of our securities. We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to effect our growth potential. While we may, under certain circumstances, seek to effect business combinations with additional target business, unless additional financing is obtained, we may not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations.
The Company has established a public trading market for its shares thus avoiding the perceived adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various federal and state securities law that regulate initial public offerings.
As a result of our limited resources, unless and until additional financing is obtained we expect to have sufficient proceeds to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. Our business is dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the business will not prove to be commercially viable. Our current officers are devoted full time to our affairs. Our officers may be entitled to receive compensation for such services. We depend on outside consultants, advisors, attorneys and accountants as necessary, some of which will be hired on a retainer basis. We do anticipate on hiring full-time employees as we develop the Company's business.
ITEM 1A.
ITEM 1A. RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.
Since September 2006, up to the period ending 12/31/2011, we had no operating business. We have entered into a new business model and may seek acquisitions and/or business combination with another operating company similar to our
current business model, namely environmentally responsible plastic packaging solutions. To date, our efforts have been limited to meeting our regulatory filing requirements and business development.
WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.
We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the Company's new business model is executed and we cannot ascertain our full capital requirements until such time. Further limiting our abilities to achieve revenues, in order to avoid status as an "Investment Company" under the Investment Company Act, we can only invest our funds prior to a merger in limited investments which do not invoke Investment Company status. There can be no assurance that determinations ultimately made by us will permit us to achieve our business objectives.
THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT STOCKHOLDERS.
Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. Our officers may be entitled to receive compensation from a target company they identify or provide services to in connection with a business combination and receive compensation for such services. A conflict of interest may arise between our management's personal pecuniary interest and their fiduciary duty to our stockholders. Further, our management's own pecuniary interest may at some point compromise their fiduciary duty to our stockholders. We cannot assure you that conflicts of interest among us, our management and our stockholders will not develop.
WE CURRENTLY HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.
We have no definitive agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. However, on February 4, 2011, the Company signed a non-binding Letter of Intent ("Letter") regarding a proposed business partnership with Crown Endeavors Global Limited Fund ("CEG"), a United Kingdom investment fund, to create a new company, Casey Container International, to manufacture and sell bottling preforms in various international countries. Casey Container will be the Managing Partner and CEG will be the Investing Partner. The percentage ownership has not been determined. The proposed amount of the financial commitment of CEG is a maximum of $65.5 million to fund several manufacturing plants and operations over a period of years, to be defined in the Definitive Agreement. The Letter is terminated unless a Definitive Agreement is executed by March 31, 2011, subject to extensions by mutual agreement of the Partners and further subject to Casey and CEG's completion of their respective due diligence. The Definitive Agreement must be approved by both Partners' Board of Directors. There's no guaranty or assurance a Definitive Agreement will be executed by the Partners, nor is there a guaranty the terms, conditions, plant locations and amounts will not be changed.
CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR BUSINESS COMBINATION.
Our Articles of Incorporation authorized the issuance of 250,000,000 shares of Common Stock and 10,000,000 Preferred Shares. There are currently 189,209,999 authorized but unissued shares of Common Stock available for issuance. To the extent that additional shares of Common Stock are authorized and issued in connection with a merger or business combination, our stockholders could experience significant dilution of their respective ownership interests. Furthermore, the issuance of a substantial number of shares of Common Stock may adversely affect prevailing market prices, if any, for the Common Stock and could impair our ability to raise additional capital through the sale of equity securities.
CONTROL BY EXISTING STOCKHOLDER.
No one person is in control of the outstanding shares.
OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.
The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price, as defined, of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception of an equity security that is quoted on a national securities exchange. Our Common Stock is not now quoted on a national exchange but is traded on FINRA's OTC Bulletin Board ("OTCBB"). Thus, they are subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities. For example, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transactions prior to the purchase. Additionally, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered underwriter, and current quotations for the securities, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The "penny stock" rules, may restrict the ability of our stockholders to sell our Common Stock in the secondary market.
LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK ON A MORE LIQUID MARKET.
Our Common Stock is quoted on the FINRA'S OTC Bulletin Board ("OTCBB"), which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market). There is uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange.
RISKS RELATED TO OUR NEW BUSINESS MODEL AND INDUSTRY
THE COMPANY WILL NEED SIGNIFICANT ADDITIONAL CAPITAL, WHICH THEY MAY BE UNABLE TO OBTAIN.
The Company's capital requirements in connection with its development activities and transition to commercial operations have been and will continue to be significant. The Company will require additional funds to purchase manufacturing equipment, lease a manufacturing facility needed to produce products, and to market its products. There can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.
THE COMPANY WILL FACE SIGNIFICANT COMPETITION.
As stated earlier, until now two types of products have dominated this sector of the market: oxo-degradables and starch based PLA (Poly-lactic Acid) products. Oxo-degradables are an additive based technology which cause bottles to fragment from light, heat, moisture, mechanical stress and can only be used in polypropylene, polyethylene, and polystyrene (not in polyethyeleneterapthalate, or PET).
PLA is a starch based alternative to traditional plastics and attempts to replace polypropylene (PP), polyethylene (PE), and polyethyeleneterapthalate (PET). These PLA packaging options lack the performance of conventional PET plastic packaging and have not yet attained economies of scale. It is also debated that they can drive up the prices of essential food-supply commodities, such as corn.
Since the Company has a non-exclusive Additive Supply and License Agreement with Bio-tec Environmental for its EcoPure(R) technology, the Company understands that Bio-tec Environmental itself can also be considered a competitor.
THE COMPANY'S OPERATING RESULTS MAY FLUCTUATE, MAKING RESULTS DIFFICULT TO PREDICT AND COULD CAUSE PROJECTED RESULTS TO FALL SHORT OF EXPECTATIONS.
The Company's operating results may fluctuate as a result of a number of factors, many outside of the Company's control. As a result, comparing the Company's operating results on a period-to-period basis may not be meaningful, and it should not rely on the Company's past results as an indication of their future performance. The Company's quarterly, year-to-date, and annual expenses as a percentage of their revenues may differ significantly from historical or projected rates. The Company's operating results in future quarters may fall below expectations. Any of these events could cause the Company's stock price to fall. Each of the risk factors listed in Risk Factors, and the following factors may affect the Company's operating results:
THE COMPANY'S BUSINESS AND OPERATIONS COULD EXPERIENCE RAPID GROWTH. IF THEY FAIL TO EFFECTIVELY MANAGE THEIR GROWTH, THEIR BUSINESS AND OPERATING RESULTS COULD BE HARMED.
* Our ability to continue to attract customers. * The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of the Company's businesses, operations and infrastructure. * The Company's focus on long-term goals over short-term results. * The results of investments in risky projects. * The Company's ability to keep operations operational at a reasonable cost and without service interruptions. * The Company's ability to achieve revenue goals for partners to whom they guarantee minimum payments or pay distribution fees. * The Company's ability to generate revenue from services in which they have invested considerable time and resources.
The Company could experience rapid growth in its operations, which could place significant demands on management, operational and financial infrastructure. If the Company does not effectively manage its growth, the quality of their products and services could suffer, which could negatively affect branding and operating results. To effectively manage this growth, the Company will need to continue to improve its operational, financial and management controls and reporting systems and procedures. These systems enhancements and improvements could require significant capital expenditures and management resources. Failure to implement these improvements could hurt the Company's ability to manage its growth and financial position.
THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS ARE VALUABLE, AND ANY INABILITY TO PROTECT THEM COULD REDUCE THE VALUE OF THEIR PRODUCTS, SERVICES AND BRAND.
The Company's trademarks, trade secrets, copyrights and other intellectual property rights are important assets for the Company. Various events outside of their control pose a threat to their intellectual property rights as well as to their products and services. For example, effective intellectual property protection may not be available in every country in which their products are distributed. Also, the efforts the Company takes to protect its proprietary rights may not be sufficient or effective. Any significant impairment of their intellectual property rights could harm the Company's business or ability to compete. Also, protecting their intellectual property rights is costly and time consuming.
THE COMPANY RELIES ON HIGHLY SKILLED PERSONNEL AND, IF THEY ARE UNABLE TO RETAIN OR MOTIVATE KEY PERSONNEL OR HIRE QUALIFIED PERSONNEL, THEY MAY NOT BE ABLE TO GROW EFFECTIVELY.
The Company's performance largely depends on the talents and efforts of highly skilled individuals. Their future success depends on the Company's continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization.
RISKS RELATED TO OWNERSHIP OF COMMON STOCK
THE TRADING PRICE FOR THE COMPANY'S COMMON STOCK MAY BE VOLATILE
The market price of the Company's common shares may experience fluctuations. The market price of common shares may be adversely affected by various factors, including proposed Internet legislation or enforcement of existing laws, innovation and technological changes, the emergence of new competitors,
quarterly variations in revenue and results of operations, speculation in the press or analyst community and general market conditions or market conditions specific to particular industries, including the Internet and gaming.
THERE IS A LIMITED MARKET FOR THE COMPANY'S COMMON STOCK, WHICH MAY MAKE IT DIFFICULT TO SELL STOCK.
The Company's common stock trades on the OTCBB under the symbol "CSEY." There is a limited trading market for their common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for the Company's common stock, the ability of holders of the Company's common stock to sell the Company's common stock, or the prices at which holders may be able to sell the Company's common stock.
CSEY'S SHARES ARE SUBJECT TO THE U.S. "PENNY STOCK" RULES AND INVESTORS WHO PURCHASE SHARES MAY HAVE DIFFICULTY RE-SELLING THEIR SHARES AS THE LIQUIDITY OF THE MARKET FOR SHARES MAY BE ADVERSELY AFFECTED BY THE IMPACT OF THE "PENNY STOCK" RULES.
The Company's stock is subject to U.S. "Penny Stock" rules, which may make the stock more difficult to trade on the open market. The Company's common shares currently trade on the OTCBB. A "penny stock" is generally defined by regulations of the U.S. Securities and Exchange Commission ("SEC") as an equity security with a market price of less than US $5.00 per share. However, an equity security with a market price under US $5.00 will not be considered a penny stock if it fits within any of the following exceptions:
(i) the equity security is listed on NASDAQ or a national securities exchange;
(ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or
(iii) the issuer of the equity security has been in continuous operation for more than three years, and has net tangible assets of at least US$2,000,000.
The Company's common stock does not currently fit into any of the above exceptions. If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in CSEY's common stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend the Company's securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share.
Since the Company's common stock is currently deemed a penny stock, it may tend to reduce market liquidity of the Company's common stock, because they limit the broker/dealers' ability to trade, and a purchaser's ability to sell, the stock in the secondary market.
A low price of the Company's common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. A low price of the Company's common stock also limits the Company's ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker's commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the
Company's shareholders may pay transaction costs that are a higher percentage of their total share value than if the Company's share price were substantially higher.
For more information about penny stocks, contact the Office of Filings, Information and Consumer Services of the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at (202) 272-7440.
ITEM 2.
ITEM 2. PROPERTIES
We currently utilize space, for no charge, at 7255 East San Alfredo Drive, Scottsdale AZ 85258. The facilities include an answering machine, a fax machine, computer and office equipment. We intend to use these facilities for the time being until we feel we have outgrown them. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Casey Container, Corp. is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the year ended December 31, 2011.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information: Our Common Stock is traded on FINRA's Over-The-Counter Bulletin Board ("OTCBB") market under the symbol "CSEY". To date, there has not been an active trading market.
(b) Holders: At December 31, 2011 and 2010, there were 117 and 123 certificate holding stockholders of record of our Common Stock.
(c) Dividend: We have not declared any cash dividends and do not intend to declare or pay any cash dividends in the foreseeable future.
(d) Transfer Agent: The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place, Suite C, Scottsdale, Arizona as transfer agent.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable under smaller reporting company disclosure rules.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-K 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-K, 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. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
* Our ability to attract and retain management, and to integrate and maintain technical information and management information systems; * Our ability to raise capital when needed and on acceptable terms and conditions; * The intensity of competition; and * General economic conditions.
All written and oral forward-looking statements made in connection with this Form 10-K 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.
CASEY CONTAINER CORP. PLAN 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.
We have not generated any income since inception, as of the years ended December 31, 2011 and 2010, have incurred a net loss of $891,389 and $358,578, 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.
CASEY CONTAINER CORP. RESULTS OF OPERATIONS
Revenues: The Company is a Development stage company and has not generated any revenues during the period from inception to December 31, 2011.
Property and equipment: The Company currently owns no equipment.
Total Expenses: The Company incurred operating expenses for the years ended December 31, 2011 and 2010 of $891,389 and $358,578, respectively, due to impairment of long-term assets and administrative expenses.
Net Income (Loss): The Company incurred losses for the years ended December 31, 2011 and 2010 of $891,389 and $358,578 respectively, due to impairment of long-term assets and administrative expenses.
Liquidity and Capital Resources: For purposes of reporting cash flows, cash includes demand deposits, time deposits, and short-term cash equivalents with original maturities of three months or less. As of December 31, 2011 and 2010, Casey Container had $115 and $1,664, respectively.
Off Balance Sheet Arrangements: We do not have any off balance sheet arrangements as of December 31, 2011 and December 31, 2010.
The Company sold for cash $268,972 of equity securities from inception thru December 31, 2011. In the year ended December 31, 2011, the Company exchanged 250,000 Common shares for non-interest bearing cash loans of $15,000 from a non-related party.
The following table provides selected financial data about Casey Container, Corp. for the periods ending December 31, 2011 and 2010.
Balance Sheet Data: 12/31/11 12/31/10 ------------------- ---------- ---------- Cash $ 115 $ 1,664 Total assets $ 115 $ 1,664 Total liabilities $ 442,373 $ 97,578 Shareholders' equity $ (442,258) $ (95,914)
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In accordance with the reporting requirements of SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts payable and credit cards payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2010, the Company did not have any other financial instruments.
INCOME TAXES
The Company accounts for corporate income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements and tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in the years in which the differences are expected to be settled or realized.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
SEALE AND BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Casey Container Corp. (fka Sawadee Ventures, Inc.) (A Development Stage Company)
We have audited the accompanying balance sheets of Casey Container Corp. (fka Sawadee Ventures, Inc.) (A Development Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2011 and 2010, and since inception on September 26, 2006 through December 31, 2011. Casey Container Corp.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Casey Container Corp. (fka Sawadee Ventures, Inc.) (A Development Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2011 and 2010, and since inception on September 26, 2006 through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues, has negative working capital at December 31, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs --------------------------------- Seale and Beers, CPAs Las Vegas, Nevada March 30, 2012
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888) 727-8251 Fax: (888) 782-2351
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES, INC.) (A Development Stage Company) December 31, 2011 and 2010 Balance Sheets (Expressed in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES, INC.) (A Development Stage Company) December 31, 2011 and 2010 Statements of Operations (Expressed in U.S. Dollars) (Audited)
The accompanying notes are an integral part of these financial statements.
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 DECEMBER 31, 2011 (EXPRESSED IN U.S. DOLLARS)
The accompanying notes are an integral part of these financial statements.
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 December 31, 2011 (EXPRESSED IN U.S. DOLLARS) (continued)
The accompanying notes are an integral part of these financial statements.
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES, INC.) (A Development Stage Company) December 31, 2011 and 2010 Statements of Cash Flows (Expressed in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Casey Container Corp. (formerly Sawadee Ventures Inc.), a Nevada corporation, (hereinafter referred to as the "Company" or "Casey Container") was incorporated in the State of Nevada on September 26, 2006. The Company's yearend is December 31. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties of merit.
Effective January 6, 2010 Ms. Rachna Khanna tendered her resignation as the President, CEO, CFO and Director. Effective January 12, 2010, James Casey, Terry Neild and Robert Seaman were appointed as Directors of the Company. Mr. Casey was elected President, Mr. Terry Neild was elected Chief Executive Officer, Chief Financial Officer and Secretary and Mr. Seaman was elected Vice President-Operations. Effective February 7, 2011, Martin R. Nason was elected President, Chief Executive Officer and Chief Financial Officer. Mr. Neild remains Chairman of the Board of Directors and Secretary, Mr. Casey as Vice President of Technical Services and Sales and Mr. Seaman as Vice President Manufacturing.
BASIS OF PRESENTATION - In the opinion of management, the accompanying balance sheets and related statements of operations, cash flows and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results and outcomes may differ from managements' estimates and assumptions.
THE COMPANY TODAY The Company is currently a development stage company reporting under the provisions of Statement of Financial Accounting Standard ("FASB") No. 7, "Accounting and Reporting for Development Stage Enterprises."
Effective January 12, 2010, the Company's Certificate of Incorporation was changed and the name of the Company was changed to Casey Container Corp. ("Casey"). Casey designs and will custom manufacture biodegradable PET and other polymer plastic preforms that become PET and other polymer plastic bottles and containers, for such product lines as bottled water, bottled beverages and other consumer products. Casey has a non-binding supply and license agreement with Bio-Tec Environmental, LLC. Casey currently is considered a "shell" company inasmuch as it is not in production and has no revenues, employees or material assets.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.
INCOME TAXES - The Company accounts for its income taxes by recognizing deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company has net operating loss carryovers of $1,311,714 and $420,325 for the years ended December 31, 2011 and 2010 respectively, to be used to reduce future year's taxable income. The Company has recorded a valuation allowance for the full potential tax benefit of the operating loss carryovers due to the uncertainty regarding realization.
INCOME TAXES (continued) December 31, December 31, 2011 2010 ---------- ----------
Net operating loss carryovers $1,311,714 $ 420,325 ========== ==========
Effective tax deferred asset (30% tax rate) $ 393,514 $ 126,098 Impairment of tax deferred asset $ (393,514) $ (126,098) ---------- ---------- Net tax deferred asset $ 0 $ 0 ========== ==========
NET LOSS PER COMMON SHARE - Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from September 26, 2006 (Date of Inception) through December 31, 2011, the Company had no potentially dilutive securities. The basic and diluted net loss per share was $ (0.02) and $ (0.01) for the years ended December 31, 2011 and 2010, respectively. For the years ended December 31, 2011 and 2010 the Net Loss was $ (891,389) and $ (358,578), respectively. For the years ended December 31, 2011 and 2010, the Weighted Average Number of Common shares used in per share calculations was 59,344,601 and 50,227,547 respectively.
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan. In the years ended December 31, 2011 and 2010, the Company issued 2,750,000 and 0 Common shares with a value of $235,000, which represented the closing price of the Company's Common shares on the date of each issuance.
REVENUE RECOGNITION - The Company recognizes revenue when the following four revenue recognition criteria are met (1) persuasive evidence of an arrangement that exists; (2) delivery has occurred or services have been provided; (3) the selling price is fixed or determinable and (4) collectability is reasonably assured.
LONG-LIVED ASSETS - The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
RECENT ACCOUNTING PRONOUNCEMENTS - The Financial Accounting Standards Board ("FASB") issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. Management has analyzed all recent accounting pronouncements and determined none would have a material impact on the Company's financial statements.
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
2. GOING CONCERN
The Company incurred net losses of $1,311,714 for the period from September 26, 2006 (Date of Inception) through December 31, 2011 and has commenced limited operations, raising substantial doubt about the Company's ability to continue as a going concern. At December 31, 2011, the Company plans to raise equity capital for cash, but there can be no assurance the Company will be successful in raising the equity capital for cash. The ability of the Company to continue as a going concern is dependent on additional sources of capital 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. PROPERTY AND EQUIPMENT
As of December 31, 2011 and 2010, respectively, the Company does not own any property and/or equipment.
4. 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 as disclosed in Note 5 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 5 "Stockholders' Equity" and Note 6 "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.
5. STOCKHOLDERS' EQUITY
At December 31, 2011 and 2010, the Company has 10,000,000 Preferred shares authorized with a par value of $0.001 per share and 250,000,000 Common shares authorized with a par value of $0.001 per share. At December 31, 2011 and 2010, the Company had 60,790,001 and 55,573,000 Common shares issued and issuable, respectively.
In the fiscal year ending December 31, 2006, 18,000,000 shares of the Company's Common stock were issued to the directors of the Company pursuant to a stock subscription agreement at $0.001 per share for total proceeds of $18,000.
In the fiscal year ending December 31, 2007, 18,000,000 shares of the Company's Common stock were issued at a price of $0.002 per share for gross proceeds of $36,000.
On March 24, 2010, 18,379,000 shares of the Company's Common stock were issued and issuable pursuant to a Commitment Agreement ("Agreement") dated January 12, 2010 with Taste of Aruba (U.S.), Inc. ("TOA"), a related party (See Note 6, "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 4 "Intangibles"). The Commitment Agreement provided for one share of the Company's Common shares to be issued for every two shares of TOA shares
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
5. STOCKHOLDERS' EQUITY (continued)
outstanding. The 18,379,000 shares issued to TOA shareholders was originally 18,621.500 shares, but two shareholders (105,000 shares) were inadvertently left off the shareholder list and three shareholders (347,500 shares) originally on the shareholder list should not have been, a net reduction of 242,500 shares. The Company valued the 18,379,000 shares at $0.001 per share because it determined the fair value of the shares was more reliably determinable than the value of the PPA, the transaction predated market activity in the Company's Common shares which began February 19, 2010, the number of shares issued pursuant to the Agreement represented 33% of the total shares outstanding after the issuance and almost four times the total 2010 traded volume of the Company's Common shares. The issuable shares were issued on January 13, 2011.
On May 15, 2010, 6,000 shares of the Company's Common shares were issued at $0.333 per share for $2,000 to a non-related party, at a discount to the closing price on May 14, 2010.
On May 22, 2010, 400 shares of the Company's Common shares were issued at $0.333 per share for $132 to a non-related party, at a discount to the closing price on May 19, 2010.
On December 14, 2010, 470,000 shares of the Company's Common shares are issuable at $0.15 per share for $70,500 to a non-related party, at a discount to the closing price on December 13, 2010. The Common shares were issued on January 13, 2011.
On December 30, 2010, 717,600 shares of the Company's Common shares were issued in exchange for non-interest bearing loans made by Mr. Terry Neild, Chairman of the Board and officer to the Company, at $0.25 per share, the closing price on December 29, 2010.
On January 13, 2011, 250,000 of the Company's Common shares previously issued to a consultant to provide investor relations services were forfeited and cancelled for nonperformance.
On January 27, 2011, the Company issued 200,000 Common shares in connection with a consulting agreement for investor relations services with Falcon Financial Partners LLC. The shares were valued at $0.17 per share, the closing price of its Common shares on the OTC.BB. The Company expensed $34,000 in the quarter ended March 31, 2011.
On February 7, 2011, the Company issued 1,000,000 Common shares to its new President, Chief Executive Officer and Chief Financial Officer, as part of an employment contract. The shares were valued at $0.12 per share, the closing price of its Common shares on the OTC.BB. The Company expensed $120,000 in the quarter ended March 31, 2011.
On February 7, 2011, the Company issued 1,000,000 Common shares to Auspice Capital LLC, a related party (See Note 6, "Related Party Transactions") in a verbal agreement to provide investor relations, consulting and capital raising services. The shares were valued at $0.12 per share, the closing price of its Common shares on the OTC.BB. The Company expensed $120,000 in the quarter ended March 31, 2011 (See October 31, 2011 below and Note 6 "Related Party Transactions").
On February 25, 2011, the Board of Directors approved selling up to six million Common shares at $0.15 per share to raise cash equity to provide working and/or equipment capital to commence operations. On February 24, 2011, the closing price the Company's Common shares on the OTC.BB were $0.23 per share. The Board of Directors considered numerous factors in determining the discounted $0.15
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
5. STOCKHOLDERS' EQUITY (continued)
price, including, but not limited to, the average number of shares traded per day over the previous several months, the high, low and closing price range, the lack of liquidity of its Common shares and lack of capital and credit availability.
On March 4, 2011, the Company sold for cash 633,667 Common shares for $95,050 at $0.15 per share to four (4) nonrelated parties. A ten percent (10%) finder's fee of $9,505 was paid and charged to Additional Paid-In Capital.
On March 31, 2011, the Company sold for cash 50,000 Common shares for $7,500 at $0.15 per share to a nonrelated party. A ten percent (10%) finder's fee of $750 was paid and charged to Additional Paid-In Capital.
On April 21, 2011, the Company sold for cash 333,334 Common shares for $50,000 at $0.15 per share to a nonrelated party.
On June 17, 2011, the Company issued 750,000 shares to its Chairman for $48,750 at $0.065 per share, the closing price of the Company's Common shares on the OTC.BB, for investor relations services paid by the Chairman to nonrelated parties on behalf of the Company. The $48,750 was expensed in the quarter ended June 30, 2011.
On June 17, 2011, the Company issued as compensation 1,500,000 shares to its President, Chief Executive and Chief Financial Officer for $97,500, at $0.065 per share, the closing price of the Company's Common shares on the OTC.BB. The $97,500 was expensed in the quarter ended June 30, 2011.
On August 29, 2011, the Company issued 250,000 restricted Common shares in exchange for a non-interest bearing cash loan of $15,000 made by a non-Related party at $0.10 per share (the closing price on August 29, 2011) and recorded a financing fee on conversion of $10,000, which was expensed in the quarter ended September 30, 2011 (See Note 11 "Non-Interest Bearing Loan").
On October 31, 2011, the Company cancelled 500,000 shares issued on February 7, 2011 to Auspice Capital LLC, a related party, regarding performance under its verbal agreement. The Company reduced expenses by $60,000, at $0.12 per share, the price at which the original 1,000,000 shares were issued on February 7, 2011.
On October 31, 2011, the Company issued as compensation 250,000 shares to its Vice President of Technical Services and Sales for $17,500, at $0.07 per share, the closing price of the Company's Common shares on the OTC.BB.
6. RELATED PARTY TRANSACTIONS
As of December 31, 2011 and 2010, respectively, $327,755 and $40,154 and is due to Company officers for unpaid expenses and fees. 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 4 "Intangible Assets" and Note 5 "Stockholders' Equity"). On January 28, 2011, a related party loaned the Company $20,000 in a non-interest bearing note (See "Note 12 "Non-Interest Bearing Loan"). On February 7, 2011, 1,000,000
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
6. RELATED PARTY TRANSACTIONS (continued)
shares were issued to a related party in connection with a verbal agreement for investor relations, consulting and capital raising services and on October 31, 2011, the Company cancelled 500,000 of the original shares issued regarding performance under the verbal agreement. (See Note 5 "Stockholders' Equity").
7. STOCK OPTIONS
At December 31, 2011 and 2010, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future.
8. ADVERTISING
The Company expenses its advertising as incurred. The Company has not incurred any advertising expense as of December 31, 2011 and 2010. As of December 31, 2011 and 2010, the Company incurred $211,491 and $205,000 in investor relations expenses, which the Company considers as General and Administrative expenses rather than advertising.
9. 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. The Company expensed $46,284 in the period ending December 31, 2010, relating to legal and due diligence costs.
10. LETTER OF INTENT
On February 4, 2011, the Company signed a Letter of Intent with Crown Endeavors Global Limited ("CEG Fund") to form a new company to finance seven (7) international biodegradable plastics preform and bottling/container plants and operations. The CEG Fund agreed to invest up to $65 million over a period of years. This was subject to a Definitive Agreement being signed by March 31, 2011, unless mutually extended by the parties. The parties subsequently extended the date to September 30, 2011 and then deferred the signing to a future time due to its Funding Agreement being signed by an affiliated company of the CEG Fund, Crown Hospitality Group LLC (See Note 11 "Funding Agreement"). The terms and conditions, ownership percentages and other factors are to be defined in the Definitive Agreement. The Company will be the Managing Partner and the CEG Fund will be the Investing Partner. There's no guarantee or assurance a Definitive Agreement will be signed, nor that the amounts and number of plants and won't be changed.
11. FUNDING AGREEMENT
On July 1, 2011, the Company and Crown Hospitality Group, LLC ("Crown"), an affiliated company of the CEG Fund (See Note 10 "Letter Of Intent"), entered into a binding Funding Agreement for Crown to invest $4 million in equity capital in exchange for 60,790,001 Common shares. Initially, the funds were to be invested over a period of time and in varying amounts from July 31, 2011 thru June 30, 2012. The Company has not received any funding as of December 31, 2011 (See Note 14 "Subsequent Events").
CASEY CONTAINER CORP. (FORMERLY SAWADEE VENTURES INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2011 and 2010
12. NON-INTEREST BEARING LOANS
On January 28, 2011, a related party loaned the Company $20,000 in a non-interest bearing loan. On June 29, 2011, the Company borrowed $15,000 from a nonrelated party, evidenced by a Promissory Note. The terms of the Note provides for repayment on the date the Company receives its first receipt of funds from Crown (See Note 11 "Funding Agreement"). In addition, a financing fee of $5,000 was also due on the date of repayment from the first funds to be received from the Funding Agreement. On August 29, 2011, the nonrelated party exchanged the Promissory Note for 250,000 Common shares at $0.06 per share, a $0.04 discount from the closing price of $0.10 per share of the Company's Common stock on the OTC.BB. The Company expensed the $0.04 discount per share for a value of $10,000 in the period ending September 30, 2011.
13. INTEREST BEARING LOAN
On August 12 and 19, 2011, a nonrelated party loaned the Company $15,000, in an interest bearing Promissory Note at 8% per annum and a one-time financing fee of $9,900. The financing fee was expensed in the period ending September 30, 2011. The loan, one-time financing fee and unpaid accrued interest is due upon the Company's receipt of the first monies from the Funding Agreement (See Note 11 "Funding Agreement").
14. SUBSEQUENT EVENTS
On January 31, 2012, the Company and Crown amended the Funding Agreement (See Note 11 "Funding Agreement") and provided for the full $4 million to be paid by February 29, 2012 and the payment to a related party entity of Crown of a finders' fee. On February 29, 2012, the Company did not receive the $4 million in equity capital or any part thereof from Crown under the Funding Agreement and amended the Funding Agreement on March 5, 2012, extending the date for the funding to be on or before March 21, 2012. The Company did not receive any funding under the Funding Agreement on March 21, 2012 and did not further extended the date or terms thereof. As of March 30, 2012, the date of filing of this Form 10-K, no funds have been received, but the Company remains in communication with the principals of Crown.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. 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 (our President), 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 were not effective and that such material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and 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.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our President), we have conducted an evaluation of the effectiveness of the design and operation of our financial reporting, 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 were not effective and that such material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and 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.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Management assessed the effectiveness of the Company's internal control over financial reporting and has identified the following material weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in various key functional areas needed for the development of the Company.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and officers of Casey Container Corp., whose one year term will expire 01/12/13 or at such a time as their successor(s) shall be elected and qualified are as follows:
Name Age Position Date First Elected Term Expires ---- --- -------- ------------------ ------------
Terry W Neild 71 Chairmen, 1/12/10 (Appointed) 01/12/13 CEO, CFO,& Secretary
Martin Nason 67 President 1/12/10 (Appointed) 01/12/13 CEO & CFO
James Casey 66 VP of Technical 1/12/10 (Appointed) 01/12/13 Services and Sales & Director
Robert Seaman 65 Director 1/12/10 (Appointed) 01/12/13 & VP of Operations
Directors are elected to serve until the next annual meeting of stockholders and until their successor has been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
RESUMES
EXECUTIVE OFFICERS AND DIRECTORS
Mr. James Casey, Mr. Terry Neild and Mr. Robert Seaman were appointed as Directors of the Company in 2010. Mr. Casey filled the position of President, Mr. Terry Neild, Chief Executive Officer, Chief Financial Officer and Secretary and Mr. Seaman is the Vice- President-Operations. Subsequent to December 31, 2010 both Mr. Neild and Mr. Casey resigned from their positions and Martin R Nason was appointed Chief Executive Officer, Chief Financial Officer, and President. Mr. Neild remains Chairman of the Board and Mr. Casey was appointed Executive Vice-President and remains a director.
Mr. Martin Nason, age 67, has over 35 years experience as a Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer with financial, operating, strategic, planning, manufacturing, marketing, and distribution experience, mostly with high growth domestic and international private and publically-owned companies. Mr. Nason was founder an fomer Director of a Califonia Regional Bank and was Senior Executive Vice-President and Chief Operating Officer of Vidal Sassoon, Inc., a $165 million international hair care and cosmetics company sold in 1983 to Richardson-Vicks, Inc., now a division of Proctor and Gamble. He was Chief Financial Officer of WCT Communications, a switch-based long distance company which grew to $150 million in sales and was sold to Frontier Corp. (formerly Rochester Telephone) in 1995. Mr. Nason has taken several companies public and consulted for a variety of consumer products companies.
Mr. James Casey, age 66, has more then 30 years experience in sales, marketing and distribution. Previously he served in a senior management position with the US Industrial Chemical Co where he gained extensive experience in plastic extrusion methods, blow molding of plastic containers. At Merck Darmstadt in West Germany, Mr. Casey was responsible, for the company's leading edge generic engineering products that were marketed to medical schools, pharmaceutical companies, various research organizations and the US Food and Drug Administration. Mr. Casey is an alumnus of Loyola College in Baltimore where he received his B.S. in Chemistry and Biochemistry. He served as a Naval Aviator from 1968 to 1971.
Mr. Terry Neild, age 71, was previously President and CEO of Clearly Canadian Beverage Corporation and Jolt Beverages Corporation, both successful retail specialty beverage and bottled water companies. Throughout his 35-year career as a business leader and innovator, Mr. Neild has built a depth of proven entrepreneurial skills in a variety of industries. He has guided the development of several start-up companies; bringing them to a substantial success. Mr. Neild, who is a Certified Management Accountant, has held senior financial positions in Fortune 500 companies.
Mr. Robert ("Bob") Seaman, age 65, has a wealth of bottling and manufacturing industry experience. He has held numerous leadership positions in his 37 years of work in manufacturing, mechanical engineering, and machine installation and repairs. He has installed, tested, repaired and run bottling equipment in many foreign countries and most US states, producing a vast array of product containers. In the water sector alone, Seaman has set up bottling plants for Fiji Water, Ozarka Water, Penta Water and many others. He holds a Bachelor's Degree in Industrial Engineering from Purdue University and held the rank of Sgt. E-7 in the United States Army
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The current Board of Directors is comprised of Mr. James Casey, Mr. Terry Neild and Robert Seaman who were appointed as Directors of the Company on January 6, 2010. Mr. Terry Neild is the Chairman of the Board of Directors.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Casey Containers' voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report:
Name and Address No. of Percentage of Beneficial Owner (1) Shares of Ownership: ----------------------- ------ -------------
Terry W Neild - Director 10,780,000 17.7% 7255 East San Alfredo Drive, Scottsdale, AZ 85258
Martin R Nason - Officer 7,000,000 11.5% 7825 N Calle Caballeros Paradise Valley, AZ 85253
Edward C Heisler - Shareholder 3,158,488 5.2% 24352 N 74th PL Scottsdale, AZ 85255
Robert V Seaman - Officer 2,050,000 3.4% 9208 49th Terrance N St. Petersburg, FL 33708
James T Casey - Officer 2,400,000 3.9% 1120 Old Country Rd Severa Park, MD 21146
---------- (1) The persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of their direct holdings in the Company.
Name and Address of Beneficial Owner (1) of more that 5% of our No. of Percentage Common Stock Shares of Ownership: ------------ ------ -------------
Terry W Neild 10,780,000 17.7% 7255 East San Alfredo Drive, Scottsdale, AZ 85258
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Terry Neild, Chairman, Chief Executive Officer, Chief Financial Officer and Secretary of the corporation, on a rent-free basis. Mr. Neild will also not receive any interest on any funds that he may advance to us for operating expenses.
Terry W. Neild, Chief Executive Officer, Chief Financial Officer, Secretary and Director made several non-interest bearing cash loans totaling $103,400 and for expenses incurred of $76,000 to the Company during the year 2010. On December 30, 2010, Mr. Neild exchanged these non-interest bearing cash loans and
outstanding expenses incurred on behalf of the Company 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.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $4,000 for audit-related services $1,400 tax services, and other services were $Nil during the year ending December 31, 2011.
The total fees charged to the company for audit services were $4,750 for audit-related services $350, tax services and other services were $Nil during the year ended December 31, 2011.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 10-K and authorized this report to be signed on its behalf by the undersigned, in the city of Scottsdale, AZ, on March 30, 2012.
Casey Container, Corp.
/s/ Martin R Nason ----------------------------------------- Martin R Nason, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer