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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
Commission file number 333-140445
Casey Container Corp.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 20-5619324
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7255 East San Alfredo Drive, Scottsdale, AZ 85258
(Address of principal executive offices, including zip code)
(602) 819 4181
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The aggregate market value of the issuer's voting and non-voting common equity
stock held as of March 27, 2012 by non-affiliates of the issuer was $11,292,400
based on the closing price of the registrant's common stock on such date.
As of March 30, 2012 there were 60,790,001 shares of $.001 par value common
stock issued and outstanding.
CASEY CONTAINER, CORP.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Securities Holders 9
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 9
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 8. Financial Statements 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 25
Item 9A. Controls and Procedures 25
Item 9B. Other Information 26
Part III
Item 10. Directors and Executive Officers 26
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners and Management 29
Item 13. Certain Relationships and Related Transactions 29
Item 14. Principal Accounting Fees and Services 30
Part IV
Item 15. Exhibits 30
Signatures 31
2
PART I
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.
3
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. 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
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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.
5
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.
6
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,
7
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
8
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. 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. 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. 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. 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. SELECTED FINANCIAL DATA
Not Applicable under smaller reporting company disclosure rules.
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,"
9
"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.
10
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.
11
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
12
CASEY CONTAINER CORP.
(FORMERLY SAWADEE VENTURES, INC.)
(A Development Stage Company)
December 31, 2011 and 2010
Balance Sheets
(Expressed in U.S. Dollars)
Audited as of Audited as of
December 31, 2011 December 31, 2010
----------------- -----------------
ASSETS
Current Assets
Cash $ 115 $ 1,664
------------ ------------
Total Current Assets 115 1,664
------------ ------------
Total Assets $ 115 $ 1,664
============ ============
LIABILITIES
Current Liabilities
Accounts Payable and Accrued Liabilities $ 69,271 $ 57,424
Non-interest Bearing Loan From Related Party 20,000 --
Interest Bearing Loan 25,347 --
Due to Related Parties 327,755 40,154
------------ ------------
Total Current Liabilities 442,373 97,578
------------ ------------
STOCKHOLDERS' EQUITY
Preferred Stock 10,000,000 authorized, par value $0.001,
none issued and outstanding
Common Stock 250,000,000 authorized shares, par value $0.001
250,000,000 authorized shares, par value $0.001 60,790,001 shares
and 54,998,000 shares issued and outstanding at December 31, 2011
and December 31, 2010, respectively 60,790 54,998
Common Stock issuable none and 575,000 shares at
December 31, 2011 and December 31, 2010, respectively -- 575
Additional Paid-in-Capital 808,666 268,838
Deficit accumulated during development stage (1,311,714) (420,325)
------------ ------------
Total Stockholders' Equity (442,258) (95,914)
------------ ------------
Total Liabilities and Stockholders' Equity $ 115 $ 1,664
============ ============
The accompanying notes are an integral part of these financial statements.
13
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)
Period from
September 26, 2006
For the Year For the Year (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2011 2010 2011
------------ ------------ ------------
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
EXPENSES:
Operating Expenses
Exploration expenses -- -- 10,000
Impairment of property -- 18,379 27,379
Interest 447 -- 447
General and administrative 890,942 340,199 1,273,888
------------ ------------ ------------
Total Expenses 891,389 358,578 1,311,714
------------ ------------ ------------
Net loss from Operations (891,389) (358,578) (1,311,714)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
Net Income (Loss) for the period $ (891,389) $ (358,578) $ (1,311,714)
============ ============ ============
Basic and Diluted Earnings Per Common Share (0.02) (0.01)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 59,344,601 50,227,547
============ ============
The accompanying notes are an integral part of these financial statements.
14
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)
Deficit
Common Stock Accumulated
Common Stock Issuable Additional During
------------------- ------------------ Paid-In Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Balance, September 26, 2006
(Date of Inception) -- $ -- -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.001
per share on December 1, 2006 18,000,000 18,000 -- -- -- -- 18,000
Net Loss for the Period from
inception on September 26, 2006
to December 31, 2006 -- -- -- -- -- (7,165) (7,165)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2006 18,000,000 18,000 -- -- -- (7,165) 10,835
========== ======= ======== ====== ======== =========== =========
Stock Issued for cash at $0.002
per share on April 12, 2007 18,000,000 18,000 -- -- 18,000 -- 36,000
Net Loss for the Year ended
December 31, 2007 -- -- -- -- (27,267) (27,267)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2007 36,000,000 36,000 -- -- 18,000 (34,432) 19,568
========== ======= ======== ====== ======== =========== =========
Net Loss for the Year ended
December 31, 2008 -- -- -- -- -- (16,304) (16,304)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2008 36,000,000 36,000 -- -- 18,000 (50,736) 3,264
========== ======= ======== ====== ======== =========== =========
Net Loss for the Year ended
December 31, 2009 -- -- -- -- -- (11,011) (11,011)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2009 36,000,000 36,000 -- -- 18,000 (61,747) (7,747)
========== ======= ======== ====== ======== =========== =========
Shares issued and issuable at
0.001 per share pursuant to an
agreement on March 24, 2010 18,274,000 18,274 105,000 105 -- -- 18,379
Stock issued for cash at 0.333
per share on May 15, 2010 6,000 6 -- -- 1,994 -- 2,000
Stock issued for cash at 0.333
per share on May 22, 2010 400 -- -- -- 132 -- 132
Stock issuable for cash at 0.15
on December 14, 2010 -- -- 470,000 470 70,030 -- 70,500
Stock issued for debt at 0.25
per share to a Related Party
on December 30, 2010 717,600 718 -- -- 178,682 -- 179,400
Net Loss for the Year ended
December 31, 2010 -- -- -- -- -- (358,578) (358,578)
---------- ------- -------- ------ -------- ----------- ---------
Balance, December 31, 2010 54,998,000 $54,998 575,000 $ 575 $268,838 $ (420,325) $ (95,914)
========== ======= ======== ====== ======== =========== =========
The accompanying notes are an integral part of these financial statements.
15
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)
Deficit
Common Stock Accumulated
Common Stock Issuable Additional During
------------------- ------------------ Paid-In Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Stock issued for cash at $0.001
per share on January 13, 2011 105,000 105 (105,000) (105) -- -- --
Stock issued for cash at $0.001
per share on January 13, 2011 470,000 470 (470,000) (470) -- -- --
To record forfeiture of stock at
$0.001 per share (250,000) (250) -- -- 250 -- --
Stock issued at $0.17 per share
pursuant to an agreement on
January 27, 2011 200,000 200 -- -- 33,800 -- 34,000
Stock issued at $0.12 per share
pursuant to agreements
February 7, 2011 2,000,000 2,000 -- -- 238,000 -- 240,000
Stock issued for cash at $0.15
per share on March 4, 2011,
less 10% cost of issue 633,667 634 -- -- 84,911 -- 85,545
Stock issued for cash at $0.15
per share on March 31, 2011,
less 10% cost of issue 50,000 50 -- -- 6,700 -- 6,750
Stock issued for cash at $0.15
per share on April 21, 2011 333,334 333 -- -- 49,667 -- 50,000
Stock issued at $0.065 per share
for reimbursement of services to
the Chairman on June 17, 2011 750,000 750 -- -- 48,000 -- 48,750
Stock issued at $0.065 per share
for compensation to President and
Chief Executive Officer on
June 17, 2011 1,500,000 1,500 -- -- 96,000 -- 97,500
Stock issued for debt at $0.10
per share on August 29, 2011 250,000 250 -- -- 24,750 -- 25,000
Stock issued at $0.07 per share for
compensation to Vice President on
October 31, 2011 250,000 250 -- -- 17,250 -- 17,500
Stock cancelled at $0.12 per share
on October 31, 2011 from the
original issuance on
February 7, 2011 (500,000) (500) -- -- (59,500) -- (60,000)
Net Loss for the Year ended
December 31, 2011 -- -- -- -- -- (891,389) (891,389)
---------- ------- -------- ------ -------- ---------- ---------
Balance, December 31, 2011 60,790,001 $60,790 -- $ -- $808,666 $(1,311,714) $(442,258)
========== ======= ======== ====== ======== =========== =========
The accompanying notes are an integral part of these financial statements.
16
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)
Period from
September 26, 2006
For the Year For the Year (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2011 2010 2011
------------ ------------ ------------
Operating Activities:
Net Loss $ (891,389) $ (358,578) $ (1,311,714)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses incurred on our behalf by Related
Parties 389,762 40,154 429,916
Impairment of Long Term Assets -- 18,379 27,379
Stock issued to Related Party for Expenses
incurred on our behalf -- 76,000 76,000
Stock issued to Related Party for
reimbursement of services to the Chairman 48,750 -- 48,750
Stock issued for compensation to President
and Vice President 235,000 -- 235,000
Stock issued for services to Related Party 60,000 -- 60,000
Stock issued for services to Non-Related
Party 34,000 -- 34,000
Stock issued for interest bearing loan
payable 25,000 -- 25,000
Finance and interest charges added to loan
payable 10,347 -- 10,347
Accounts payable and accrued liabilities 11,847 46,253 69,271
------------ ------------ ------------
Net Cash Provided from Operating Activities (76,683) (177,792) (296,051)
------------ ------------ ------------
Investing Activities:
Mineral property option payment -- -- (9,000)
------------ ------------ ------------
Net Cash Used in Investing Activities -- -- (9,000)
------------ ------------ ------------
Financing Activities:
Repayment of Related party expenses paid on
our behalf (102,161) -- (102,161)
Non-interest bearing loan from Related Party 20,000 -- 20,000
Related Party Loan, converted to stock -- 103,400 103,400
Proceeds from loan payable 15,000 -- 15,000
Common stock issued and issuable for cash 142,295 72,632 268,927
------------ ------------ ------------
Net Cash Provided from Financing Activities 75,134 176,032 305,166
------------ ------------ ------------
Net Increase (Decrease) in Cash (1,549) (1,760) 115
------------ ------------ ------------
Cash, Beginning of the Period 1,664 3,424 --
------------ ------------ ------------
Cash, End of the Period $ 115 $ 1,664 $ 115
============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
============ ============ ============
Cash paid for income taxes $ -- $ -- $ --
============ ============ ============
Expenses incurred on our behalf and loans from
a Related Party exchanged for 717,600 of
Common shares on December 31, 2010 $ -- $ 179,400 $ 179,400
============ ============ ============
The accompanying notes are an integral part of these financial statements.
17
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.
18
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.
19
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
20
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
21
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
22
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").
23
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.
24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
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:
25
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. OTHER INFORMATION
None
PART III
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.
26
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
27
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Terry Neild 2011 0 0 0 0 0 0 0 0
Martin Nason 2011 0 0 0 0 0 0 0 0
James Casey 2011 0 0 0 0 0 0 0 0
Robert Seaman 2011 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
--------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Terry Neild 0 0 0 0 0 0 0 0 0
Martin Nason 0 0 0 0 0 0 0 0 0
James Casey 0 0 0 0 0 0 0 0 0
Robert Seaman 0 0 0 0 0 0 0 0 0
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Terry Neild 0 0 0 0 0 0 0
Martin Nason 0 0 0 0 0 0 0
James Casey 0 0 0 0 0 0 0
Robert Seaman 0 0 0 0 0 0 0
28
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. 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. 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
29
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. 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. EXHIBITS
Exhibit Description Method of Filing
------- ----------- ----------------
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
SB-2 filed with the SEC on February 5, 2007.
3.2 Bylaws Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
SB-2 filed with the SEC on February 5, 2007.
31.1 Certification of Chief Executive Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Filed electronically
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Filed electronically
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
101 Interactive Data Files pursuant to Rule To be filed by Amendment
405 of Regulation S-T.
30
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
3
