-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QOEfmJHcQGmq2+00IITFKP3ksKuj6isJpeWosq5reaUDHzlRS3OCX2tr0vPaoZX7 lhcMG3DokpftvUaisHCF3g== 0001165527-10-000080.txt : 20100209 0001165527-10-000080.hdr.sgml : 20100209 20100209160456 ACCESSION NUMBER: 0001165527-10-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100208 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Change in Shell Company Status ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASEY CONTAINER CORP CENTRAL INDEX KEY: 0001387998 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 205619324 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-140445 FILM NUMBER: 10584475 BUSINESS ADDRESS: STREET 1: 7255 EAST ALFREDO DRIVE CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 602-819-4181 MAIL ADDRESS: STREET 1: 7255 EAST ALFREDO DRIVE CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: Sawadee Ventures Inc. DATE OF NAME CHANGE: 20070126 8-K 1 g3842.txt CURRENT REPORT DATED 2-8-10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 8, 2010 Date of Report (Date of Earliest Event Reported) CASEY CONTAINER CORP (Exact Name of Registrant as Specified in its Charter) Nevada 333-140445 20-5619324 (State of Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 7255 East Alfredo Drive, Scottsdale, AZ 85258 (Address of Principal Executive Offices) (Zip Code) 602-819-4181 (Registrant's Telephone Number, including Area Code) SAWADEE VENTURES, INC 9003 Reseda Boulevard, Suite 205A, Northridge, CA 91324 (Former Name or Former Address, if Changed Since Last Report) Michael M. Kessler, Esq. 3436 American River Drive, Suite 11 Sacramento, CA 95864 (916) 239-4000 (916) 239-4000 (Name, Address and Telephone Number of Agent for Service) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 5.01 Changes in Control of Registrant. 3 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. 13 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 13 Item 5.06 Change in Shell Company Status. 13 Item 9.01 Financial Statements and Exhibits. 13 SIGNATURES 14 2 ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT CORPORATE HISTORY Casey Container Corp., a Nevada corporation, (hereinafter referred to as the "Company" or "Casey Container") 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. The Company entered into a Mineral Property Purchase Agreement (the "MPPA") with a private British Columbia company, whereby the Company obtained an option to acquire a total of 3 mining claims located in the Vernon Mining District of British Columbia. During the year ended December 31, 2008, the Company terminated the MPPA and relieved itself from any further obligations thereunder. On September 12, 2008 Douglas Ford resigned as President, Chief Executive Officer, Treasurer, and Chief Financial Officer. As a result on September 12, 2008 the Company appointed Rachna Khanna as President, Chief Executive Officer, Treasurer, and Chief Financial Officer. Additionally, Ms. Khanna was appointed a director of the Company. On January 19, 2009 Douglas Ford resigned as a director. The Board of Directors was now comprised of Rachna Khanna. On January 12, 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. DESCRIPTION OF CASEY CONTAINER Casey Container designs and custom manufactures biodegradable PET plastic preforms that become PET plastic containers, such as bottles for water or other beverage products. The Company is committed to developing container products that meet the demands of its clients while addressing today's most fundamental environmental issues concerning the proliferation of plastics. The Company offers biodegradable plastic packaging solutions using the breakthrough science of EcoPure(TM) technology. In short, the Company provides environmentally responsible plastic packaging solutions to assist its clients in obtaining a competitive advantage in the marketplace. WHAT IS BIODEGRADABLE PET PLASTIC Working with Bio-tec Environmental, developer of the breakthrough EcoPure(TM) technology, the Company now has the unique ability to offer a revolutionary biodegradable PET plastic packaging solution that is FDA approved. The Company's believes its products are cost effective and offer the same advantages as PET plastic packaging because it is PET. The EcoPure(TM) 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 polymer. The Company's biodegradable PET solutions have shown to maintain the same physical properties as conventional PET plastic packaging and can also be recycled alongside conventional PET. Many other biodegradable options on the market can possibly contaminate the PET recycling stream, thus creating added stress on recycling plants. HOW DO PLASTICS BIODEGRADE The EcoPure(TM) 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 3 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 one to five years through the microbial activity in compost and landfill environments. COMPETITION 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). It is also believed that oxo-degradables do not actually biodegrade, but break down into tiny toxic pieces of plastic mixing into soil and waterways. This could possibly have an impact on plant and animal life, and thus, also contaminate our food supply. 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(TM) technology, the Company understands that Bio-tec Environmental itself can also be considered a competitor. GOVERNMENT REGULATION As stated earlier the EcoPure(TM) technology is FDA approved. Bio-tec Environmental, the supplier of the EcoPure(TM) technology, is responsible for its good standing with the FDA. Casey Container will work closing with Bio-tec Environmental in regards to maintaining its FDA approval. EMPLOYEES As of February 8, 2010, the Company had no employees other than its corporate officers. The Company has 2 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. LEGAL PROCEEDINGS 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. PROPERTY Casey Container currently operates out of leased property located at 7255 E. San Alfredo Drive Scottsdale, AZ 85258. RISK FACTORS RISKS RELATED TO OUR BUSINESS 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 4 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). It is also believed that oxo-degradables do not actually biodegrade, but break down into tiny toxic pieces of plastic mixing into soil and waterways. This could possibly have an impact on plant and animal life, and thus, also contaminate our food supply. 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(TM) 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: * 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 O time and resources. 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. The Company could experience rapid growth in their 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. 5 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 FOR TO SELL STOCK. The Company's common stock trades on the OTCBB under the symbol "SWDE." 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. SWDE'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 6 that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in SWDE'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 penny stock regulations, 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. MANAGEMENT'S DISCUSSION AND ANALYSIS FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 8-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 8-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 8-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. 7 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. The Company entered into a Mineral Property Purchase Agreement (the "MPPA") with a private British Columbia company, whereby the Company obtained an option to acquire a total of 3 mining claims located in the Vernon Mining District of British Columbia. During the year ended December 31, 2008, the Company terminated the MPPA and relieved itself from any further obligations thereunder. In November of 2009 we entered into Additive Supply and License Agreement with Bio-tec Environmental, developer of the breakthrough EcoPure(TM) technology, we now have the unique ability to offer a revolutionary biodegradable PET plastic packaging solution that is FDA approved. We have not generated any income since inception, and as of the quarter ended September 30, 2009 have incurred a net loss of $5,714. 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 Casey Container Corp. began active operation on January 11, 2010, and has a fiscal operating year of January 1 to December 31. REVENUES: The Company is a development stage company and has not generated any revenues during the period from inception to December 31, 2009. PROPERTY AND EQUIPMENT: The Company currently owns no equipment. Its current asset is its Additive Supply and License Agreement with Bio-tec Environmental. TOTAL EXPENSES: The Company has no expenses from inception, or as of the date of this report. NET INCOME (LOSS): The Company has no losses from inception, or as of the date of this report. 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 the date of this report Casey Container had no cash and no cash equivalents. OFF BALANCE SHEET ARRANGEMENTS: We do not have any off balance sheet arrangements as of the date of this report. 8 SAWADEE VENTURES INC. RESULTS OF OPERATIONS Sawadee Ventures incurred operating expenses of $4,665 and $2,893 for the three-month periods ended September 30, 2009 and 2008, respectively. These expenses consisted of general and administrative expenses. At September 30, 2009, they had cash on hand of $5,714, being our total assets, and their liabilities were $4,505 in accounts payable. Sawadee Ventures sold $54,000 in equity securities since inception, $18,000 from the sale of 18,000,000 shares of stock to their officer and director and $36,000 from the sale of 18,000,000 shares registered pursuant to their SB-2 Registration Statement which became effective on March 2, 2007. The following table provides selected financial data about Sawadee Ventures for the period from the date of incorporation through September 30, 2009. Balance Sheet Data: 9/30/09 ------------------- ------- Cash $5,714 Total assets $5,714 Total liabilities $4,505 Shareholders' equity $1,209 OFF BALANCE SHEET ARRANGEMENTS: They did not have any off balance sheet arrangements as of December 31, 2009 or as of the date of this report. 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, 2008, 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. 9 MANAGEMENT EXECUTIVE OFFICERS AND DIRECTORS Mr. James Casey, Mr. Terry Neild and Robert Seaman were appointed as Directors of the Company. Mr. Casey will fill the position of President, Mr. Terry Neild will become Chief Executive Officer, Chief Financial Officer and Secretary and Mr. Seaman will be Vice- President-Operations. Mr. James Casey, age 64, 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, 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 and alumnus of Loyola College in Baltimore where he received his B.S. in Chemistry and Biochemistry. He served as a Naval Aviator from 1968 to1971. Mr. Terry Neild, age 69, 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 63, 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 as an Industrial Engineering from Purdue University and held the rank of Sgt. E-7 in the United States Army RESIGNING DIRECTORS Rachna Khanna. Ms. Khanna is a licensed realtor in the state of California, and is a versatile and innovative individual with 15 years experience in Sales, Promotional Planning, Event Marketing, and Channel Marketing. Ms. Khanna holds a Bachelor of Arts in Communication Studies from California State University. EXECUTIVE COMPENSATION SAWADEE VENTURES INC. Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation. CASEY CONTAINER CORP. Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation. EQUITY COMPENSATION PLANS The Company has not adopted any Equity Compensation Plans. 10 COMPENSATION OF DIRECTORS We do not compensate our directors for their time spent on our behalf, but they are entitled to receive reimbursement for all out of pocket expenses incurred for attendance at our Board of Directors meetings. PENSION AND RETIREMENT PLANS Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with our company, or from a change in our control. EMPLOYMENT AGREEMENTS We do not have any written employment agreements. AUDIT COMMITTEE Presently, our Board of Directors is performing the duties that would normally be performed by an audit committee. We intend to form a separate audit committee, and plan to seek potential independent directors. In connection with our search, we plan to appoint an individual qualified as an audit committee financial expert. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS To date we have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member of an immediate family, had or are to have a direct or indirect material interest. However, the Company has entered into a Consulting Agreement with Taste of Aruba (US), Inc. "(Taste of Aruba)." As per the Agreement shareholders of Taste of Aruba are to receive one share of Casey Container for every two shares they hold in Taste of Aruba. The shares are to be issued within the first quarter of 2010. Mr. Neild, Casey Container CEO, CFO, & Secretary, will receive 3,000,000 shares as a result of the said Consulting Agreement. DESCRIPTION OF SECURITIES Our authorized capital consists of 250,000,000 shares of common stock with a par value of $0.001, and 10,000,000 shares of preferred stock with a par value of $0.001. At the close of business on February 8, 2010, the Company had 36,000,000 shares of Common Stock issued and outstanding. Holders of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company's common stock representing a majority of the voting power of the Company's capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company's outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company's articles of incorporation. Holders of the Company's common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company's common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company's common stock. 11 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our shares of common stock, par value $0.001 per share, are quoted on the Over-the-Counter Bulletin Board ("OTC.BB") under the symbol "SWDE". The following table sets forth the high and low sales prices for our common stock for each quarter within the last two fiscal years and any subsequent interim period as reported by the OTC.BB. Fiscal Year Ended December 31, 2009 and Interim Period (Quarter Ended March 31, 2010)* High Low ---- --- Quarter ended 3/31/09 $ -- $ -- Quarter ended 1/31/09 $ -- $ -- Quarter ended 6/30/09 $ -- $ -- Quarter ended 9/30/09 $ -- $ -- Quarter ended 3/31/10 $0.10 $0.10 The closing sale prices in the table above reflect inter-dealer prices, without retail mark-up or commissions and may not represent actual transactions. THE SHARES QUOTED ARE SUBJECT TO THE PROVISIONS OF SECTION 15(G) AND RULE 15G-9 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE EXCHANGE ACT"), COMMONLY REFERRED TO AS THE "PENNY STOCK" RULE. SECTION 15(G) SETS FORTH CERTAIN REQUIREMENTS FOR TRANSACTIONS IN PENNY STOCKS AND RULE 15G9(D)(1) INCORPORATES THE DEFINITION OF PENNY STOCK AS THAT USED IN RULE 3A51-1 OF THE EXCHANGE ACT. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Trading in the shares is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Company's common stock and may affect the ability of shareholders to sell their shares. As of February 8, 2010, there were approximately twenty-one (21) holders of record of our common stock. DIVIDEND POLICY The Company has never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to finance the expansion of its business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. 12 LEGAL PROCEEDINGS We are not a party to any legal proceedings, nor are we aware of any contemplated or pending legal proceedings against us. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. RECENT SALES OF UNREGISTERED SECURITIES The Company has not offered the sale of its securities. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's directors and executive officers are indemnified as provided by the Nevada General Corporation law and its Bylaws. These provisions state that the Company's directors may cause the Company to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of the Company's board of directors and is subject to the Securities and Exchange Commission's policy regarding indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS See Item 5.01. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR The Company is changing its name to Casey Container Corp. ITEM 5.06 CHANGE IN SHELL COMPANY STATUS See Item 5.01 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description - -------------- ----------- 10.1 Additive Supply and License Agreement with Bio-tec Environmental 10.2 Consulting Agreement with Taste of Aruba (US), Inc. 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CASEY CONTAINER, CORP. Date: February, 2010 By: /s/ James Casey ---------------------------------------- Name: James Casey Title: President 14 EX-10.1 2 ex10-1.txt SUPPLY AND LICENSE AGREEMENT Exhibit 10.1 BIO-TEC ADDITIVES SUPPLY AND LICENSE AGREEMENT This Agreement ("Agreement") is effective as of the date of the last signature hereto ("Effective Date") between Bio-Tec Environmental, LLC, a limited liability company organized and existing under the laws of the State of Nevada, have a place of business at Albuquerque, New Mexico ("Bio-Tec") and CASEY CONTAINER CORP, a DELAWARE corporation organized and existing under the laws of the State of Delaware, have a place of business at ______________________________ ("Purchaser"). BACKGROUND A. Bio-Tec has developed certain products and owns certain intellectual property, including intellectual property related to the biodegradation of plastic products ("Invention"). B. Bio-Tec seeks the expanded use of its products and intellectual property in plastic products and Purchaser desires to use Bio-Tec's products and intellectual property for the manufacture and sale of plastic products incorporating Bio-Tec's products and utilizing Bio-Tec's intellectual property, all in accordance with the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, and subject to the terms and conditions contained herein, the parties hereby agree as follows: Term. This Agreement is effective as of the Effective Date, and unless terminated in accordance with Section 12 of this Agreement, shall continue in force and effect for a period of no less than three (3) years ("Term"). Definitions. The following are defined terms under this Agreement: "Bio-Tec Additives" means EcoPure and ASTM D 5511 - 02 "Designated Distribution Channel" means Casey Container Corp. shall manufacture pre-forms for Taste of Aruba - Premium Aruban Water. Taste of Aruba, an affiliate of Casey Container Corp., will blow the PET bottles at its' bottling plant in Aruba, Dutch Carribean, and for distribution of their water products in varying sizes throughout the world. Casey Container shall have the right to develop its' manufacturing base customer by customer with the express written approval of Bio-Tec Environmental. Casey Container `will not' sell Bio-Tec's raw materials to a third party. "Affiliates" means a person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control, with the person or entity specified. For purposes of this definition, "control" and cognates thereof mean, with respect to an entity, the direct or indirect ownership of (a) at least fifty percent (50%) of the capital stock or share capital entitled to vote for the election of directors of the entity; or (b) at least fifty percent (50%) of equity or voting interests of the entity, or (c) the ability to otherwise direct the management and operations of the entity. "Bio-Tec Trademarks" means the marks and logos described on the attached Exhibit 1(f). "Covered Products" - any product which, in the course of manufacture or sale (a) utilizes any substance, composition, device, apparatus, method, or process which embodies or uses the Technology or Bio-Tec Additives or Invention, including improvements; or (b) bears or is marketed under Bio-Tec Trademarks. "Effective Date" means the date set out in first paragraph of this Agreement. "Indemnitees" means Bio-Tec, LLC, its Affiliates, and their successors and assigns, and the employees, officers, directors, stockholders, and members of Bio-Tec, LLC and its Affiliates, and their respective heirs, executors, administrators, and legal representatives. "Purchase Order" means an order to purchase a specific quantity of a Bio-Tec Additive submitted by Purchaser and accepted by Bio-Tec in accordance with this Agreement, which refers to the specific Bio-Tec Additive products and amounts to be purchased; price terms; scheduled delivery dates (unless submitted on open delivery terms); and "sold to," "invoice to," and "ship to" addresses. "Purchaser Product Specification" means the specifications, formulations, processes, mixture ratios, minimum test results, and other information for the use of Bio-Tec Additives in the manufacture by Purchaser of Covered Products attached hereto as Exhibit 7(a). "Technology" means Bio-Tec Additives and any and all information, intellectual property rights, patent applications and patents, know-how, show-how, substances, recipes, formulas, compositions, devices, apparatuses, techniques, notes, books, writings or other documents, samples, prototypes, models, trade secrets, methods, practices, processes, process parameters, research and development information, software, data, inventions, including improvements, changes, developments, and modifications thereto, which relate to the Invention or Bio-Tec Additives, and are owned by Licensor and are presently existing. 2 3. Rights and Licenses Granted to Purchaser. Technology License. Subject to the terms and conditions of this Agreement, Bio-Tec hereby grants to Purchaser a non-exclusive license under the Technology and Bio-Tec Additives limited to manufacture and sale of Covered Products limited to the Designated Distribution Channel during the Term of this Agreement. Purchaser may not grant any rights or sublicenses under this Agreement to any third party without the prior express written consent of Bio-Tec, which may be withheld for any reason. Except as expressly granted by Bio-Tec to Purchaser herein, all rights and entitlements in and to the Technology, whether now existing or that may hereafter come into existence, are reserved to Bio-Tec. This Agreement shall not be construed to confer any other rights upon Purchaser. Purchaser will not knowingly sell Covered Products that include Bio-Tec Additives or that were manufactured using the Technology to persons who intend or are likely to resell them outside of the Designated Distribution Channel. Trademark License. Subject to the terms and conditions of this Agreement, Bio-Tec hereby grants to Purchaser, for the Term of this Agreement, a non-exclusive license to use the Bio-Tec Trademarks on or in association with the Covered Products in the Designated Distribution Channel, as well as on packaging, promotional and advertising material associated therewith. Outside of Designated Distribution Channel. Purchaser shall not make or authorize any use, direct or indirect, of the Bio-Tec Trademarks, or like or similar marks, outside of the Designated Distribution Channel and will not knowingly sell Covered Products to persons who intend or are likely to resell them outside of the Designated Distribution Channel. 4. Notices, Quality Control, and Samples. The rights and licenses granted hereunder are conditioned upon Purchaser's full and complete compliance with the marking provisions of the intellectual property laws, if applicable, of the United States and foreign countries. The Covered Products, as well as all promotional, packaging, and advertising material relative thereto, shall include all appropriate legal notices as required by Bio-Tec, including, but not limited to intellectual property notices. The Covered Products shall be of a high quality and manufactured in conformity with the Purchaser Product Specifications.. If the quality of the Covered Products falls below a production-run quality, or fails to meet the requirements of the Purchaser Product Specifications, Purchaser shall use its best efforts to restore such quality. 3 The failure of Purchaser to take appropriate steps to restore such quality after notification by Bio-Tec will constitute a material breach of this Agreement under Section 12(c). From time to time, upon request from Bio-Tec, Purchaser shall submit samples of Covered Products which Purchaser intends to manufacture and sell, so that Bio-Tec can assure conformance with high quality requirements and Purchaser Product Specifications. The Purchaser agrees to permit Bio-Tec or its representative to inspect the facilities where the Covered Products are being manufactured. 5. Obligations of Purchaser.. During the term of this Agreement, Purchaser shall: purchase exclusively, except as agreed upon in writing, from Bio-Tec any and all materials and Bio-Tec Additives designed or intended to cause or accelerate the biological degradation of Bio-Tec Products manufactured or sold by the Purchaser; purchase to the best of their ability the projected supply of Bio-Tec Additives as set out on Exhibit 5(b); use the Bio-Tec Additives in the manufacture of the Covered Products in accordance with the terms and conditions of this Agreement; use the logos and trademarks prominently as approved by Bio-Tec Environmental; require that customers or other persons acquiring Covered Products from Purchaser use Covered Products only in the Designated Distribution Channel; order, pay for, and take delivery of Bio-Tec Additives as set forth in Sections 9 and 10 of this Agreement; complete testing of the Covered Products in accordance with Section 7(b) of this Agreement; and, protect Bio-Tec's intellectual property rights and the confidentiality of EcoPure's proprietary information as set forth in Section 11 of this Agreement; (i) allow Bio-Tec to utilize Purchaser's trademarks and logos on Bio-Tec promotional materials and Bio-Tec's website and to provide links on the Bio-Tec website to Purchaser's website(s); and, (ii) to place the Bio-Tec Trademarks and links to the Bio-Tec website on Purchaser's website; and, 4 comply with the other duties and obligations of Purchaser under this Agreement. 6. Obligations of Bio-Tec. During the term of this Agreement, Bio-Tec shall: (a) deliver the Bio-Tec Additives to Purchaser in accordance with the terms and conditions of this Agreement. Unless otherwise agreed to in writing by the parties, Bio-Tec will provide the Bio-Tec Additives to Purchaser in pelletized form; and, (b) comply with the other duties and obligations of Bio-Tec under this Agreement. 7. Purchaser Product Specifications and Testing. (a) Purchaser shall develop the Purchaser Product Specifications for specific mixtures. The Purchaser Product Specifications for that mixture shall be attached to this Agreement as Exhibit 7(a) which is incorporated herein as a part of this Agreement. Separate Purchaser Product Specifications are required for each mixture used by Purchaser to manufacture Covered Products, and Purchaser shall only manufacture Covered Products utilizing Purchaser Product Specifications for the mixture of specific polymers and other materials identified in the Purchaser Product Specifications for that mixture. Prior to the manufacture of Covered Products using a mixture of polymers and other materials different than, or in different amounts than, contained in a Purchaser Product Specification, Purchaser shall notify Bio-Tec. Purchaser shall be responsible for and have liability for all Covered Products using mixtures developed by Purchaser. (b) Purchaser shall preferably complete the testing and obtain certification of compliance with ISO and ASTM standards utilizing appropriate third-party testing laboratories. 8. Pricing. Bio-Tec will initially provide Bio-Tec Additives to Purchaser at the per kilogram prices set out on attached Exhibit 8. Bio-Tec may change the per kilogram price for Bio-Tec Additives from time to time upon ninety (90) days notice to Purchaser; provided that the per kilogram price shall not increase by more than ten percent (10%) during any consecutive twelve (12) month period, unless due to substantive increases in component costs. 9. Payment. Bio-Tec may invoice for Bio-Tec Additives upon shipment of such Bio-Tec Additives pursuant to Purchase Orders. Payments shall be made to Bio-Tec within thirty (30) days of invoice. If any invoice is not paid within such time, Bio-Tec may, at its option, charge a late fee on any unpaid amount at a rate of 5 one and one-half percent (1 1/2%) per month (18% per annum). The election of Bio-Tec to charge a late fee on any unpaid amount shall not preclude Bio-Tec from exercising other rights and powers under this Agreement, including the right to terminate this Agreement for nonpayment in accordance with Section 14(a). Bio-Tec, at its sole discretion, may obtain credit risk insurance for the benefit of Bio-Tec, from an insurer acceptable to Bio-Tec, and in the event that Bio-Tec is unable to obtain such insurance with respect to Purchaser, Bio-Tec may require prepayment, cash on delivery, or other payment terms for sale of Bio-Tec Additives to Purchaser. The costs and expenses of credit risk insurance shall be invoiced to Purchaser by Bio-Tec and paid over to Bio-Tec by Purchaser. 10. Affixation of Bio-Tec Trademarks on Covered Products and Marketing Materials. Purchaser shall affix or display the Bio-Tec Trademarks on all Covered Products and all marketing materials prepared by or for Purchaser relating to Covered Products. Such Bio-Tec Trademarks shall be displayed only in such form, manner, and placement on the Covered Product as specifically approved in advance by Bio-Tec. 11. Protection of Intellectual Property and Proprietary Information. (a) Protection of Intellectual Property Rights. (i) The Bio-Tec Additives are formulated using valuable and proprietary intellectual property held by Bio-Tec. Purchaser does not claim any ownership rights with respect to the Technology used to manufacture the Bio-Tec Additives. Purchaser agrees not to, directly or indirectly through any third party, analyze, reverse engineer, formula reconstruct, or otherwise attempt to ascertain the physical or chemical make-up of the Bio-Tec Additives. Purchaser agrees not to modify or alter the Bio-Tec Additives. Any new or improved idea, design, concept, improvement, or other invention made or developed by or for Purchaser related to the biodegradation of plastic products shall be promptly disclosed to Bio-Tec in a complete written disclosure. Purchaser hereby assigns to Bio-Tec all right and interest in and to any such items, together with the right to file patent applications in any country with respect thereto. Purchaser shall, at the request of Bio-Tec and at the expense of Bio-Tec, cause patent applications to be filed thereon in the manner requested by Bio-Tec and shall promptly assign such applications to Bio-Tec, and shall cause to be executed all such other instruments and documents as Bio-Tec may reasonably request in connection therewith. (ii) The Technology constitutes valuable trade secrets of Bio-Tec, and is the proprietary and confidential property of Bio-Tec. Accordingly, Purchaser shall not, without the prior express written consent of Bio-Tec, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any such Technology. Purchaser further agrees to take all reasonable precautions to preserve the confidentiality of Technology and shall 6 assume responsibility that its employees will similarly preserve this information against disclosure to third parties or use other than in accordance with this Agreement. (iii) Purchaser acknowledges Bio-Tec's exclusive rights in the Bio-Tec Trademarks and further acknowledges that the Bio-Tec Trademarks are unique and original to Bio-Tec and that Bio-Tec is the owner thereof. Purchaser shall not, at any time during or after the term of the Agreement dispute or contest, directly or indirectly, Bio-Tec's exclusive right and title to the Bio-Tec Trademarks or the validity thereof. In the event that Purchaser publicly questions or challenges, directly or indirectly, the validity of the Bio-Tec Trademarks or assists any other person in doing so, Bio-Tec shall have the right to terminate this Agreement. Purchaser agrees that its use of the Bio-Tec Trademarks inures to the benefit of Bio-Tec and that the Purchaser shall not acquire any rights in the Bio-Tec Trademarks. (iv) It is agreed and understood that this Agreement is, in part, a license of the Technology and know-how incorporated into the Invention and a license to use Bio-Tec Trademarks. In the event that a patent does not issue or is subsequently held to be invalid by a court of the United States or foreign country or countries, such failure to issue or holding of invalidity shall not render this Agreement invalid. In the event Purchaser questions or challenges, directly or indirectly, the validity of any Bio-Tec patent rights or assists any other person in doing so, Bio-Tec, at its sole option, can automatically terminate this Agreement. (b) Protection of Proprietary Business Information. In addition to the disclosure by Bio-Tec to Purchaser of Technology, the use and disclosure of which is subject to Section 11(a)(ii), above, prior to the term of this Agreement Bio-Tec and Purchaser may have exchanged, and during the term of this Agreement, Bio-Tec and Purchaser may exchange other information which may represent confidential and proprietary business information of the other and which may include, but not be limited to, business plans, product applications, studies, reports, and other technical and business information (hereinafter referred to as "Proprietary Business Information"). Bio-Tec and Purchaser agree to hold all Proprietary Business Information of the other in trust and confidence and not disclose or use such Proprietary Business Information except for the purposes of this Agreement. The provisions of this Section 11(b) shall not restrict disclosure or use of information that is: (i) already known to the recipient except by reason of disclosure by a party to this Agreement, as evidenced by the records of the recipient; (ii) obtained without restriction as to further disclosure from a source other than the disclosing party, which source is under no obligation (written or otherwise) of confidentiality to Bio-Tec or Purchaser; (iii) generally available to the public when received, or thereafter becomes generally available to the public through no fault of the recipient; or, (iv) developed independently by the recipient without access to the Proprietary Business Information of the other party. Notwithstanding the foregoing restrictions, a party and its personnel may use and disclose any 7 Proprietary Business Information to the extent required by an order of any court or other governmental authority, or as necessary for it or them to protect their interest in this Agreement, but in each case only after the other party has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. (c) Disclosures for Marketing Purposes. In the event that Purchaser desires to disclose Technology or Bio-Tec Proprietary Business Information to potential customers for purposes of the marketing and sale of Covered Products, Purchaser shall provide Bio-Tec with written notice of such desire and shall make such disclosures only with the advance written approval of Bio-Tec, and in such form and under such restrictions and written agreements as may be required by Bio-Tec related to the disclosures. 12. Termination and its Effects. (a) Failure of Purchaser to Pay Bio-Tec. Bio-Tec may terminate this Agreement by written notice to Purchaser in the event that Purchaser fails to pay any amount due to Bio-Tec under this Agreement within ten (10) days following written demand for payment. (b) Failure of Purchaser to Meet Minimum Purchase Requirements. Bio-Tec may terminate this Agreement by written notice to Purchaser in the event that Purchaser fails to purchase at least the quarterly minimum quantities of Bio-Tec Additives for any quarterly period as set out on Exhibit 5(b) within ten (10) days following written demand. (c) Breach. This Agreement may be terminated by either party for a material breach by the other party of the provisions of this Agreement. Such termination shall be effective sixty (60) days after written notice to the other party of the breach if the breach has not been remedied to the satisfaction of the non-breaching party within such sixty-day period. (d) Purchaser's Financial Condition. This Agreement will terminate automatically on the date of liquidation or cessation of business, insolvency, or voluntary or involuntary petition in bankruptcy of Purchaser. (e) Effect of Termination on Purchaser. Upon termination of this Agreement, Purchaser shall cease using Technology and the Bio-Tec Trademarks and cease the manufacture and sale of Covered Products; provided, however, that Purchaser may continue to sell in the ordinary course of business Covered Products that are either: (i) manufactured after the date of termination utilizing Bio-Tec Additives purchased from Bio-Tec prior to the date of termination; or, (ii) fully manufactured and in Purchaser's normal inventory at the date of termination, provided, in each case, that all monetary obligations of Purchaser to Bio-Tec have been and continue to be satisfied and Purchaser otherwise complies with the terms and conditions of this Agreement. 8 (f) Survival of Certain Provisions on Termination. The provisions of Sections 9, 10, 11, 13, 14, and 15 of this Agreement shall survive the expiration or any termination of this Agreement. 13. Indemnification/Insurance. (a) Indemnification. Purchaser shall defend, indemnify and hold the Indemnitees harmless from any and all claims, demands, actions and causes of action against the Indemnitees, and each of them, whether groundless or not, in connection with any and all injuries, losses, damages or liability of any kind whatsoever arising, directly or indirectly, out of the manufacture or sale of the Covered Products by the Purchaser. This indemnification obligation shall include, without limiting the generality of the foregoing, reasonable attorney fees and other costs or expenses incurred in connection with the defense of any and all such claims, demands, actions, or causes of action. (b) Insurance. Without limiting Purchaser's indemnity obligations under Section 15(a) above, prior to the commercial sale by Purchaser of any Covered Product, Purchaser shall acquire a liability insurance policy with coverage in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury and two million dollars ($2,000,000) per occurrence for property damage. 14. Disclaimer of Warranties and Limitations. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BIO-TEC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO THE SUITABILITY OR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PRODUCTS OR TECHNOLOGY FURNISHED HEREUNDER OR FOR ANY COVERED PRODUCTS MANUFACTURED BY PURCHASER. IN NO EVENT SHALL BIO-TEC BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER BIO-TEC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. Miscellaneous. (a) Assignment. No assignment or transfer of this Agreement or any right or license granted under this Agreement, including an assignment or transfer by operation of law pursuant to a merger, liquidation, foreclosure, or involuntary sale in bankruptcy shall be permitted by Purchaser or shall be effective or binding upon Bio-Tec without the prior written consent of Bio-Tec. Bio-Tec shall have no obligation to consent to any such assignment or transfer and may in its discretion withhold its consent. 9 (b) Arbitration. Any controversy or claim arising under or related to this Agreement shall be settled by arbitration in Albuquerque, New Mexico before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. (c) Legal Compliance. Purchaser shall comply with all laws and regulations relating to its use of the Bio-Tec Additives and the manufacture and sale of Covered Products. (d) Independent Contractor. Purchaser's relationship to Bio-Tec shall be that of an independent contractor only. Purchaser shall not be the agent of Bio-Tec and shall have no authority to act for or on behalf of Bio-Tec in any matter. Persons retained by Purchaser as employees or agents shall not by reason thereof be deemed to be employees or agents of Bio-Tec. (e) Use of Names. Except for permitted uses of the Bio-Tec Trademarks under this Agreement, Purchaser shall obtain the prior written approval of Bio-Tec prior to making use of its name, trademarks, or service marks for any commercial purpose. (f) Place of Execution. This Agreement shall be deemed to have been executed in the State of New Mexico, U.S.A. (g) Governing Law. This Agreement and all amendments, modifications, alterations, or supplements hereto, and the rights of the parties hereunder, shall be construed under and governed by the laws of the State of New Mexico and the United States of America. (h) Entire Agreement. This Agreement and any non-disclosure or confidentiality agreement entered into previously by the parties constitute the entire agreement between Bio-Tec and Purchaser with respect to the subject matter hereof and shall not be modified, amended or terminated except by another agreement in writing executed by the parties hereto. (i) Severability. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable 10 provision of this Agreement shall be replaced by a valid provision that will implement the commercial purpose of the illegal, invalid or unenforceable provision. In the event that any provision essential to the commercial purpose of this Agreement is held to be illegal, invalid or unenforceable and cannot be replaced by a valid provision that will implement the commercial purpose of this Agreement, this Agreement and the rights granted herein shall terminate. (j) Force Majeure. Any delays in, or failure of, performance of any party to this Agreement shall not constitute default hereunder, or give rise to any claim for damages, if and to the extent caused by occurrences beyond the control of the party affected, including, but not limited to, acts of God, strikes or other work stoppages; civil disturbances, fires, floods, explosions, riots, war, rebellion, sabotage, acts of governmental authority, shortage of materials, or failure of governmental authority to issue licenses or approvals that may be required. Any nonperformance or delay of Purchaser subject to this Section 18(j) that is in excess of one hundred eighty (180) days will constitute a material breach of this Agreement under Section 14(b). (k) All notices and other communications shall be hand delivered, sent by private overnight delivery service, or sent by registered or certified U.S.. mail, postage prepaid, return receipt requested, and addressed to the party to receive such notice or other communication at the address given below, or such other address as may hereafter be designated by notice in writing: If to Bio-Tec: Bio-Tec Environmental, LLC Attn: John Lake 7009 Prospect Ave., Suite 202 Albuquerque, NM 87110 If to Purchaser: Thomas Casey Casey Container Corp. ------------------------------- ------------------------------- Such notices or other communications shall be effective upon receipt by an employee, agent or representative of the receiving party if hand-delivered, on the next business day following delivery to a private overnight delivery service, or, if mailed, five (5) days after the date mailed. (l) State and Local Taxes. Customer shall file all reports and pay all state and local sales, use, gross receipts, compensating, or other like taxes imposed upon Bio-Tec by reason of the services or products provided by Bio-Tec to Purchaser under this Agreement. 11 The parties have caused this Agreement to be executed by their respective duly authorized officers. BIO-TEC ENVIRONMENTAL, LLC [Purchaser Company Name] John Lake [Purchaser Executive Name] CEO and President [Purchaser Executive Title] Date: Date: Casey Container Corp. - -------------------------------- James T. Casey - President & CEO Dates this __ day of November, 2009 12 Exhibit 5(b) Supply Projections for EcoPure TASTE OF ARUBA - PREMIUM ARUBA WATER NUMBER OF 24 BOTTLE 500ML CASES PRODUCED YEAR 2010 1st Quarter 20,000 Cases 2nd " 40,000 " 3rd " 60,000 " 4th " 80,000 " YEAR 2011 1st Quarter 125,000 Cases 2nd " 270,000 " 3rd " 577,000 " 4th " 999,000 " YEAR 2012 1st Quarter 1,146,000 " 2nd " 1,359,000 " 3rd " 1,752,000 " 4th " 2,231,000 " 13 Exhibit 7(a) Purchaser Product Specifications [TO BE PROVIDED BY PURCHASER] 14 Exhibit 8 Pricing for Bio-Tec Additives ECOPURE ADDITIVE (GENERATION 1): THE FASTEST ENVIRONMENTAL SOLUTION. * 0th. - -------------------------------------------------------------------------------- * . * 0th. * 0th. 165 lb * 0th. $21.45/lb * 0th. * 0th. * 0th. * 0th. * 0th. 75 kg or less * 0th. $47.20/kg - -------------------------------------------------------------------------------- * . * 0th. * 0th. 166 lb.- 4,199lb * 0th. $17.73/lb * 0th. * 0th. * 0th. 76 kg - 1,908 kg * 0th. * 0th. $39.01/kg * 0th. - -------------------------------------------------------------------------------- * . * 0th. * 0th. 4,200 lb.. - 9,999lbs * 0th. $15.45/lb * 0th. * 0th. * 0th. 1,909 kg -4,545kg * 0th. $33.98/kg - -------------------------------------------------------------------------------- * . * 0th. 10,000lbs - 19,999lbs $15.22/lb * 0th. * 0th. 20,000lbs - 39,999lbs $14.99/lb * 0th. * 0th. 40,000lbs or over $14.53/lb EcoPure is packaged in 25kg boxes and 700kg Gaylords. Prices are FOB Houston, TX USA and do not include shipping and handling. EX-10.2 3 ex10-2.txt CONSULTING AGREEMENT Exhibit 10.2 CONSULTING AGREEMENT RECITALS CONSULTING AGREEMENT entered into this 1st day of November 2009 by and between Casey Container, Corp, (the "Company"), and Taste of Aruba (US), Inc. ("Consultant"). WHEREAS, the Company desires the services of Consultant for a term of one year ("Term") in the areas of Corporate Image Advertising, Business Development, and Business Strategy for the Company (the "Services") in connection with the Company's business, namely, biodegradable plastic bottle pre-form manufacturing (the "Business"); WHEREAS, in consideration for the Services, the Company shall pay the Consultant with its restricted common stock that shall be issued upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. PROVISION OF SERVICES Duties of Consultant, The Consultant will provide such services and advice to the Company so as to advise the Company in business development, business strategy and corporate image. Without limiting the generality of the foregoing, Consultant will also assist the Company in developing, studying and evaluating proposals, prepare reports and studies thereon when advisable, and discussions pertaining thereof. Consultant would undertake such services under the direction of an individual to be appointed by the Company's President. 2. COMPENSATION In consideration of Services rendered and to be rendered during the Term, the Company hereby agrees to compensate the Consultant by issuing one share of its restricted common stock for every two shares held by the Consultant's shareholders of record on January 1, 2010. Shareholders holding odd number of shares will be rounded down. The Consultant is responsible for expenses that occur as a result of this Agreement. Consultant, and its shareholders, acknowledges that this issuance constitutes taxable compensation and that any tax liability related thereto shall be the responsibility of Consultant. In these regards, the Company will issue the Consultant the proper tax form, with the value of the shares being determined based upon the closing price of the Company's stock on the date of issuance. 3. PROPERTY All work performed by Consultant pursuant to this Agreement in connection with the Services or otherwise, including, without limitation, business and strategic plans and proposals, and however rendered, electronic or otherwise, and whether or not patentable or copyrightable (the "Products"), shall be deemed works-made-for-hire under United States copyright law and shall be the property of the Company. Consultant further agrees to and does hereby assign, transfer, and convey to the Company all of Consultant's right, title and interest in and to the Products, and in connection therewith, to execute and deliver such documents and take other steps, in order to enable the Company, in its sole discretion, to obtain grants of patent and registration of copyright and trademark, both domestic and foreign, in connection with the Products. 4. CONFIDENTIAL INFORMATION The Company has developed and is the owner of highly valuable and unique confidential and proprietary technical information related to the Business, as well as business and financial information related thereto (the "Confidential Information"). Notwithstanding the foregoing, "Confidential Information" shall not include and the provisions of this Agreement will not apply to any information disclosed by the Company and/or Consultant (1) if such information is demonstrated to be generally available to the public at the time of its disclosure to Consultant; (2) after the time, if any, that such information becomes generally available to the public without any breach by Consultant; (3) was already in Consultant's possession at the time of disclosure to Consultant (whether such time of disclosure is before or after the date hereof); (4) is developed by Consultant independently of the Services; or (5) was lawfully received by Consultant from a third party without restrictions on disclosure or use. Using no less effort than the Consultant would use to maintain the confidentiality of his own confidential and proprietary information, the Consultant shall maintain in strict confidence and shall not disclose at any time, without the prior written consent of the Company, any of the Confidential Information to any other person or entity, unless such information has entered the public domain through lawful means, without violation of this Agreement, or pursuant to requirements of law or court order. 5. SEVERABILITY In the event that any one or more provisions herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 6. NO ASSIGNMENT Consultant's obligations hereto with respect to provision of Services shall not be assignable to any other person without the express written consent of the Company. 2 7. TERMINATION This Agreement may be terminated in writing with the signatures of both the Consultant and the Company. Unless so terminated, this Agreement shall remain in effect for the entire Term. Further, if the Consultant is terminated without cause, the Company shall continue to pay the Consultant the full compensation due, as described in Section 2 of this Agreement, for the remaining Term of this agreement. 8. MISCELLANEOUS This Agreement (I) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior understandings and agreements as to such subject matter; (ii) may be amended or modified only by a writing executed by the party against whom enforcement is sought; (iii) shall inure to the benefit of and be binding upon the respective heirs, administrators, personal representatives, successors and assigns of the parties hereto; and (iv) shall be governed by and construed in accordance with the laws of Arizona. IN WITNESS WHEREOF, the parties hereto have executed this Consultant Agreement as of the date and year first above written. CONSULTANT: /s/ Edward C. Heisler - ---------------------------------- Edward C. Heisler, President & COO COMPANY: /s/ Thomas Casey - ---------------------------------- Thomas Casey, President & COO 3 -----END PRIVACY-ENHANCED MESSAGE-----