United Consortium 10QSB 2003 Q2 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedApril 30, 2003

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number 000-27131

Storage Alliance Inc.

(Exact name of small business issuer as specified in its charter)

Nevada		98-0222922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

725, 435 Fourth Avenue SW, Calgary, Canada

(Address of principal executive offices)

(403) 264-2500

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

11,682,045 common shares issued and outstanding as at June 1, 2003.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

PART I

Item 1. Financial Statements

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

It is the opinion of management that the consolidated interim financial statements for the quarter ended April 30, 2003 include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading.

Storage Alliance Inc.

Consolidated Balance Sheets

(United States Dollars)

(Unaudited)

As at

1,020,165

April 30, 2003	October 31, 2002

		(audited)
Assets

Current
Cash	$68,650	$ -
Accounts receivable (net of allowance of $Nil and $100,000)	7,721	16,139
Investment tax credit receivable	63,844	57,780
Prepaid expense	20,021	7,055

	160,236	80,974

Fixed assets, net of accumulated depreciation	86,980	44,593

Goodwill (Note 3)	1,020,165

	$1,267,381	$1,145,732



Liabilities and Stockholders' Equity

Liabilities

Current
Bank indebtedness	$-	$455
Accounts payable and accrued liabilities	235,460	285,741

	235,460	286,196


Stockholders' equity
Capital stock 100,000,000 common shares authorized, par value of $0.0001 11,093,810 (October 31, 2002 10,000,000) common shares issued	1,109	1,000
Additional paid in capital	1,934,591	1,003,650
Shares to be issued (Note 4(b))	-	235,050
Other comprehensive loss - cumulative translation adjustment	(19,584)	(7,799)
Accumulated deficit	(884,195)	(372,365)

	1,031,921	859,536


	$1,267,381	$1,145,732

Storage Alliance Inc.

Consolidated Statements of Operations

(United States Dollars)

(Unaudited)

	Three Months Ended			Six Months Ended

	April 30 2003	April 30 2002⁽¹⁾	April 30 2002⁽²⁾	April 30 2003	April 30 2002⁽¹⁾	April 30 2002⁽²⁾

Revenues
Application hosting	$-	$15,579	$-	$78,969	$28,447	$-

Less: direct costs	4,191	16,352	-	11,591	26,984	-


Gross profit(loss)	(4,191)	(773)	-	67,378	1,463	-


Expenses
Depreciation	10,359	1,366	-	13,580	5,178	-
General and administrative expenses (Note 8)	210,149	136,889	-	573,903	406,352	-

	220,508	138,255	-	587,483	411,530	-


Loss for the period before other items	(224,699)	(139,028)	-	(520,105)	(410,067)	-

Interest income	7,113	(95)	-	8,275	(1,109)	-


Loss from continuing operations	(217,586)	(139,123)	-	(511,830)	(411,176)	-
Loss from discontinued operations	-	-	(30,309)	-	-	(33,058)

Net loss for the period	$ (217,586)	$(139,123)	$(30,309)	$(511,830)	$(411,176)	$(33,058)

Basic and diluted loss per share continuing operations	$(0.02)	$(1,131.08)	$(0.00)	$(0.05)	$(3,342.89)	$(0.00)

Basic and diluted loss per share discontinued operations	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Basic and diluted loss per share	$(0.02)	$(1,131.08)	$(0.00)	$(0.05)	$(3,342.89)	$(0.00)
Weighted average number of shares outstanding	11,078,267	123	16,080,278	10,775,985	123	16,000,833

Represents the results of operations of Storage Alliance Inc. (predecessor company).
Represents the results of operations of Storage Alliance Inc. (formerly Cascadia Capital Corp., the successor company).

Storage Alliance Inc.

Consolidated Statements of Cash Flows

(United States Dollars)

(Unaudited)

	Six Months Ended

	April 30 2003	April 30 2002⁽¹⁾	April 30 2002⁽²⁾

Cash flows from operating activities
Net loss for the period	$(511,830)	$(411,176)	$(33,058)
Adjustments for:
Allowance for doubtful accounts	-	33,189	-
Depreciation	13,580	5,178	-
Common stock issued for mineral property	-	-	25,000
Stock option compensation	41,000	-	-
Changes in non-cash assets and liabilities
Accounts receivable	8,418	12,248	-
Accounts payable and accrued liabilities	(50,281)	131,572	900
Prepaid expense	(12,966)	(862)	-

	(512,079)	(229,851)	(7,158)

Cash flows from financing activities
Shareholder loan	-	229,684	-
Bank indebtedness	(455)	16,471	-
Proceeds on shares issued	655,000	-	-

	654,545	246,155	-

Cash flows from investing activity
Acquisition of fixed assets	(55,967)	(16,304)	-

	(55,967)	(16,304)	-

Increase (decrease) in cash	86,499	-	(7,158)
Effect of foreign exchange on cash	(17,849)	-	-
Cash, beginning of period	-	-	28,880

Cash, end of period	$68,650	$-	$21,722

Supplemental Information (Note 5)

Represents the cash flows of Storage Alliance Inc. (predecessor company).
Represents the cash flows of Storage Alliance Inc. (formerly Cascadia Capital Corp., the successor company).

Storage Alliance Inc.

Consolidated Statements of Comprehensive Loss

(United States Dollars)

(Unaudited)

	Three Months Ended			Six Months Ended

	April 30 2003	April 30 2002⁽¹⁾	April 30 2002⁽²⁾	April 30 2003	April 30 2002⁽¹⁾	April 30 2002⁽²⁾

Net loss for the period	$(217,586)	$(139,123)	$(30,309)	$(511,830)	$(411,176)	$(33,058)
Other comprehensive income (loss)
Cumulative translation adjustment	(1,405)	20,967	-	(11,785)	21,363	-

Comprehensive loss for the period	$(218,991)	$(118,156)	$(30,309)	$(523,615)	$(389,813)	$(33,058)

Represents the comprehensive loss of Storage Alliance Inc. (predecessor company).
Represents the comprehensive loss of Storage Alliance Inc. (formerly Cascadia Capital Corp., the successor company).

Storage Alliance Inc.

Consolidated Statements of Stockholders' Equity

(United States Dollars)

(Unaudited)

	No. of shares	$ Amount	Additional paid-in capital	Shares to be issued	Other comprehen-sive loss	Accum. Deficit	Total

Balance October 31, 2002	10,000,000	$1,000	$1,003,650	$235,050	$(7,799)	$(372,365)	$859,536
Issued for private placement (Note 4(b))	470,000	47	235,003	(235,050)	-	-	-
Issued for private placement (Note 4(b))	623,810	62	654,938	-	-	-	655,000
Stock option compensation (Note 7)	-	-	41,000	-	-	-	41,000
Currency translation adjustment	-	-	-	-	(11,785)	-	(11,785)
Net loss for the period ended April 30, 2003	-	-	-	-	-	(511,830)	(511,830)

Balance, April 30, 2003	11,093,810	$1,109	$1,934,591	$-	$(19,584)	$(884,195)	$1,031,921

Storage Alliance Inc.

Notes to Consolidated Financial Statements

(United States Dollars)

(Unaudited)

As at April 30, 2003 and 2002, and October 31, 2002

Organization and Ability to Continue Operations

Storage Alliance Inc. ("the Company") (formerly Cascadia Capital Corporation) was incorporated on October 29, 1999 under the laws of the State of Nevada to engage in any lawful business or activity for which operations may be organized under the laws of the State of Nevada. The Company was in the business of exploration and development of mineral properties with minimal operations. During its 2002 fiscal year the Company abandoned its mineral properties which are reflected as discontinued operations and as a result of the acquisition discussed below, ceased to be an exploration stage company. For financial statement purposes Storage Alliance Inc. (the acquired subsidiary) is the predecessor company.

On September 19, 2002, the Company acquired Storage Alliance Inc. through the issuance of 1,000,000 common shares (Note 3). The Company changed its name and now operates under the name of Storage Alliance Inc. Storage Alliance Inc. was incorporated as a provider of availability infrastructure, infrastructure and storage management services to the business marketplace. Currently, all of the Company's customers are located in Canada.

The consolidated financial statements have been prepared using United States generally accepted accounting principles that are applicable to a going concern. The Company has incurred a loss of $511,830 in the six month period ended April 30, 2003 and has an accumulated deficit of $884,195 at April 30, 2003. The ultimate recovery of the Company's assets and continuation of the business are dependent on the Company, after an expected period of initial losses, achieving and maintaining profitability which is dependant on market conditions, successful rollout of the Company's business plan and the ability to obtain adequate financing to meet capital and operational requirements. Management's plan to continue as a going concern include the current pilot hosting of digital seismic information, enhancements to the Company's products, the addition of new hosting clients and the pursuit of strategic alliances. The Company anticipates requiring $1,000,000 to $1,250,000 over the next twelve months for o perations to pursue its plans and goals. The Company must supplement shortfalls in operational cash flow with additional debt or equity financing. During the six month period ended April 30, 2003, the Company finalized a private placement financing of $655,000. Subsequent to April 30, 2003, the Company entered into a private placement with an accredited investor for an aggregate of $800,000 of the Company's common stock and share purchase warrants to acquire an additional 350,000 shares (Note 9(a)). Management anticipated that the funds from these private placements will be sufficient to satisfy the Company's cash requirements for the balance of the year ended October 31, 2003. However, management cannot provide any assurances that actual cash requirements will not exceed the Company's estimates or the Company will be successful in any of its plans of operations.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Storage Alliance Inc.

Notes to Consolidated Financial Statements

(United States Dollars)

(Unaudited)

As at April 30, 2003 and 2002, and October 31, 2002

Organization and Ability to Continue Operations - continued

These unaudited financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements for the year ended October 31, 2002 and notes thereto included in the Company's Annual report on Form 10-KSB. The Company follows the same accounting principles in the preparation of interim reports.

The consolidated interim financial statements included herein have been prepared by the Company, without audit, in accordance with accounting principles generally accepted in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year or any future period.

Accounting Policies

(1)Stock-based compensation

The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") to account for stock options granted to non-employees using the fair value based method prescribed in SFAS 123. Stock compensation for non-employees is re-measured quarterly until such options vest.

The Company has elected to continue to measure compensation cost for employees under Accounting Principles Board ("APB") Opinion No. 25, including interpretations provided in Interpretation ("FIN") No. 44. Generally, under APB No. 25 compensation expense is recognized for options granted to employees and directors for their services as directors if the option price is less than the market price of the underlying common stock on the date of the grant.

SFAS No. 123 requires the Company to provide pro forma information regarding net income as if compensation cost for the stock options granted to the Company's employees had been determined in accordance with the fair value based method prescribed in SFAS No. 123. The Company does not plan to adopt the fair value method of accounting for stock-based compensation awarded to employees. Consequently, related pro forma information as described in SFAS No. 123 has been disclosed below in accordance with SFAS No. 148 using factors set out in Note 6.

Storage Alliance Inc.

Notes to Consolidated Financial Statements

(United States Dollars)

(Unaudited)

As at April 30, 2003 and 2002, and October 31, 2002

2. Accounting Policies - continued

	For the three months period ended April 30, 2003	For the six months period ended April 30, 2003
Net loss, as reported	$(217,586)	$(511,830)
Add: Stock-based compensation expense included in reported net loss	9,000	32,000
Deduct: Total stock-based compensation expense determined under fair-value based method for all awards	(98,302)	(133,307)
Pro-forma net loss	$(306,888)	$(613,137)
Loss per share - basic and diluted - as reported	$ (0.02)	$ (0.05)
- basic and diluted - pro-forma	$ (0.03)	$ (0.06)

(1) Represents the net loss of Storage Alliance Inc. (predecessor company).

(2) Represents the net loss of Storage Alliance Inc. (formerly Cascadia Capital Corp., the successor company).

The fair value of the options granted to employees during the six-month period ended April 30, 2003 was $0.12 per option estimated using the factors set out in Note 6.

(2)Provision for doubtful accounts

Included in accounts receivable as at April 30, 2003 is $Nil (October 31, 2002 - $100,000) due from a customer for services rendered in connection with hosting. The Company previously filed a lawsuit seeking payment of outstanding amounts to which the customer has counterclaimed. During the current period, this claim was settled with the Company receiving a payment of approximately $70,000 (CDN$99,000) (Note 7). Other receivables are reviewed for collectibility on an account by account basis with any provision set up based on considerations including economic indicators.

(3)New accounting pronouncements

FIN46, "Consolidation of Variable Interest Entities", clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities created prior to January 31, 2003, the provisions of FIN 46 are applicable no later than July 1, 2003.

The implementation of this new standard did not have a material effect on the Company's financial statements.

Storage Alliance Inc.

Notes to Consolidated Financial Statements

(United States Dollars)

(Unaudited)

As at April 30, 2003 and 2002, and October 31, 2002

3. Business Combination

In September 2002, Cascadia has effected the purchase of all the shares of Storage Alliance via the issuance of 1,000,000 shares of Cascadia to DKJ Technologies Inc. at a value of $0.35/share which represents quoted market prices at the date the transaction was publicly announced. In conjunction with this acquisition, Cascadia assumed the Storage Alliance loans, except for the loan to parent of $606,000 which was forgiven prior to the acquisition.

The acquisition of Storage Alliance has been accounted for by the purchase method, with Cascadia being the acquirer, based on the fair values of the assets or liabilities acquired, as follows:

	Book Value	Fair Value	Discrepancy
Current assets	$242,348	$242,348	$-
Current liabilities	(956,900)	(956,900)	-
Negative working capital	(714,552)	(714,552)	-
Property, plant and equipment	44,387	44,387	-
Goodwill	-	1,020,165	1,020,165
Net assets acquired	$(670,165)	$350,000	$1,020,165
Purchase price being the value attributed to the shares acquired	$350,000	$350,000

4. Capital Stock

(a) On February 18, 2002, the Company forward split its stock on a 3.25:1 basis. Accordingly all references to the number of common shares and per share data in the accompanying financial statements have been adjusted to reflect the stock split on a retroactive basis.

(b) Shares issued

i) On September 19, 2002, the Company received proceeds from a private placement for 470,000 common shares totaling $235,050. The common shares were issued on March 10, 2003.

ii) On January 29, 2003, the Company entered into stock subscription agreements for a private placement of 623,810 common shares at $1.05 per share for total consideration of $655,000. The common shares were issued on February 5, 2003.

Storage Alliance Inc.

Notes to Consolidated Financial Statements

(United States Dollars)

(Unaudited)

As at April 30, 2003 and 2002, and October 31, 2002

4. Capital Stock - continued

Prior to November 1, 2002, there were no options or warrants outstanding. During the six-month period ended April 30, 2003, 1,160,000 options were granted to employees, consultants and directors of the Company exercisable into shares of the Company at a weighted average exercise price of $0.61 per share. These options vest 1/3 one year from the date of grant with 1/2 of the remainder vesting annually thereafter. The options expire between September 20, 2006 and January 7, 2007. As at April 30, 2003, there were no options exercisable. Compensation expense in connection with options granted is set out in Note 6.

5. Statement of Cash Flows

Interest and taxes paid	Three Months Ended			Six Months Ended
	April 30 2003	April 30 2002⁽¹⁾	April 30 2002⁽²⁾	April 30 2003	April 30 2002⁽¹⁾	April 302002⁽²⁾
Interest paid	$1,303	$95	$-	$1,762	$1,109	$-
Income taxes paid	$-	$-	$-	$-	$-	$-

a) Compensation expense of $41,000 (Note 6) was recognized in the six-month period ended April 30, 2003.

b) During the six-month period ended April 30, 2002, the successor company issued 162,500 common shares at $0.15 per share as partial payment for its interest in a mineral property which was abandoned in the year ended October 31, 2002.

(1) Represents cash flows of Storage Alliance Inc. (predecessor company).

(2) Represents cash flows of Storage Alliance Inc. (formerly Cascadia Capital Corp., the successor company).

United Consortium (UCSO) Inactive 10QSB2003 Q2 Quarterly report (small business)