UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2002
Commission file Number: 000-32035
CASCADIA CAPITAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0222922
(I.R.S. Employer Identification Number)
Suite 800
885 West Georgia Street
Vancouver, British Columbia
V6C 3H1
(Address of principal executive offices)
(604)643-3153
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 15,925,000 common shares as at January 31, 2002
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
CASCADIA CAPITAL CORPORATION
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of January 31, 2002
Statement of Operations for the periods ended
January 31, 2002 and January 31, 2001
Statements of Cash Flows for the periods ended
January 31, 2002 and January 31, 2001
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
Item 2 Plan of Operation
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8K
SIGNATURES
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
<table>
|
| |
ASSETS | ||
Current | ||
Cash and cash equivalents | $ 26,131 | $ 28,880 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current | ||
Accounts payable and accrued liabilities | $ 2,600 | $ 2,600 |
Stockholders' equity | ||
Capital stock (Note 4) | ||
Authorized | ||
100,000,000 common shares with a par value of $0.0001 | ||
Issued and outstanding | ||
October 31, 2001 15,925,000 common shares | ||
January 31, 2002 15,925,000 common shares | 1,593 | 1,593 |
Additional paid-in capital | 103,107 | 103,107 |
Deficit accumulated during the exploration stage | (81,169) | (78,420) |
23,531 | 26,280 | |
$ 26,131 | $ 28,880 |
</table>
History and organization of the Company (Note 1)
Going concern (Note 2)
Subsequent events (Note 8)
On behalf of the Board of Directors:
/s/Keith Ebert
Keith Ebert, Sole Director
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
<table>
Amounts From Incorporation on October 29, 1999 to January 31, 2002 |
Period Ended January 31, 2002 |
Period Ended January 31, 2001 | |
EXPENSES | |||
Consulting fees | $7,280 | $- | $- |
Exploration fees | 6,500 | - | - |
Filing and transfer agent fees | 5,451 | 741 | 942 |
Mineral property acquisition costs | 50,000 | - | 50,000 |
Office and miscellaneous | 2,674 | 44 | 113 |
Professional fees | 9,264 | 1,964 | - |
Loss for the period | $ (81,169) | $(2,749) | $(51,055) |
Basic and diluted loss per share | $(0.01) | $(0.01) | |
Weighted average number of shares outstanding | 15,925,000 | 15,730,000 |
</table>
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited)
<table>
Common Stock |
| ||||
Number of Shares Issued and Outstanding |
|
Paid-in Capital | Accumulated During the Exploration Stage | Total Stock- holders' Equity | |
Inception, October 29, 1999 | - | $- | $- | $- | $- |
Common shares issued for services | 7,312,500 | 731 | 1,519 | - | 2,250 |
Common shares issued for cash | 7,962,500 | 797 | 1,653 | - | 2,450 |
Common shares issued for cash | 130,000 | 13 | 19,987 | - | 20,000 |
Net loss for the year | - | - | - | (4,802) | (4,802) |
Balance, October 31, 2000 | 15,405,000 | 1,541 | 23,159 | (4,802) | 19,898 |
Common shares issued for | |||||
mineral claims option | 325,000 | 32 | 49,968 | - | 50,000 |
Common shares issued for cash | 195,000 | 20 | 29,980 | - | 30,000 |
Net loss for the year | - | - | - | (73,618) | (73,618) |
Balance, October 31, 2001 | 15,925,000 | 1,593 | 103,107 | (78,420) | 26,280 |
Net loss for the period | - | - | - | (2,749) | (2,749) |
Balance, January 31, 2002 | 15,925,000 | $1,593 | $103,107 | $(81,169) | $23,531 |
</table>
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
<table>
Amounts From Incorporation on October 29, 1999 to January 31, 2002 |
Period Ended January 31, 2002 |
Period Ended January 31, 2001 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Loss for the period | $(81,169) | $(2,749) | $(51,055) |
Items not affecting cash: | |||
Common shares issued for services | 2,250 | - | - |
Common shares issued for mineral property | 50,000 | - | 50,000 |
Changes in non-cash working capital items: | |||
Increase (decrease) in accounts payable and accrued liabilities | 2,600 | - | (2,500) |
Net cash used in operating activities | (26,319) | (2,749) | (3,555) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Issuance of shares | 52,450 | - | - |
Net cash provided by financing activities | 52,450 | - | - |
Change in cash and equivalents during the period | 26,131 | (2,749) | (3,555) |
Cash and equivalents, beginning of the period | - | 28,880 | 22,398 |
Cash and equivalents, end of the period | $ 26,131 | $26,131 | $18,843 |
Supplemental disclosure with respect to cash flows: | |||
Cash paid for income taxes | $- | $- | |
Cash paid for interest | - | - | |
Supplemental disclosure of non-cash activities: | |||
Common shares issued for services | $ 2,250 | $- | $- |
Common shares issued for mineral property | 50,000 | - | 50,000 |
</table>
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on October 29, 1999 under the laws of the State of Nevada to engage in any lawful business or activity for which corporations may be organized under the laws of the State of Nevada and effectively started its operations on November 1, 1999. The Company is in the business of exploration and development of mineral properties and has not yet determined whether its properties contain mineral resources that may be economically recoverable. The Company therefore has not reached the development stage and is considered to be an exploration stage company.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows at January 31, 2002 and for the period then ended have been made. These financial statements should be read in conjunction with the audited financial statements of the Company for the year ended October 31, 2001. The results of operations for the period ended January 31, 2002 are not necessarily indicative of the results to be expected for the year ending October 31, 2002.
2. GOING CONCERN
These financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations of the Company are dependent upon the discovery of economically recoverable mineral reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production. The Company has incurred operating losses and requires additional funds to meet its obligations and maintain its operations. Management's plan in this regard is to raise equity financing as required. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
<table>
January 31, 2002 | October 31, 2001 | |
Deficit accumulated during the exploration stage | $ (81,169) | $ (78,420) |
Working capital | 23,531 | 26,280 |
</table>
3. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Resource properties
Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value.
Environmental requirements
At the report date, environmental requirements related to mineral claims acquired (Note 5) are unknown and therefore an estimate of any future cost cannot be made.
Income taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Recent accounting pronouncements
Effective June 1, 2001, the Company adopted the SEC's Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," ("SAB 101"). SAB 101 provides guidance related to revenue recognition.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all future business combinations and specifies criteria that intangible assets acquired in a business combination must be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with SFAS No. 142. The Company has adopted the provisions of SFAS No. 141 and SFAS No. 142 as of July 1, 2001.
In July 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations" that records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. The initial recognition of the liability will be capitalized as part of the asset cost and amortized over its estimated useful life. SFAS No. 143 is required to be adopted effective January 1, 2003.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Recent accounting pronouncements (cont'd)
In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No. 121 "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 is required to be adopted effective January 1, 2002.
The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. Diluted earnings (loss) per share is not presented separately from earnings (loss) per share as the exercise of any warrants and options would be anti-dilutive.
4. CAPITAL STOCK
On November 1, 1999, the Company issued 2,450,000 of its common shares for proceeds of $2,450 and issued 2,250,000 of its common shares at a deemed value of $2,250 for services rendered.
On October 23, 2000, the Company issued 40,000 common shares, under Regulation S of the Securities Act of 1933, at a price of $0.50 per share for total proceeds of $20,000.
On November 14, 2000, the Company issued 100,000 common shares under Regulation S of the Securities Act of 1933 at a deemed price of $0.50 per share to the optionor of the mineral claims (Note 5b(i)).
On July 15, 2001, the Company issued 60,000 common shares at $0.50 per share for cash proceeds in the amount of $30,000.
5. MINERAL CLAIMS
Thibert Creek
Under an agreement dated October 21, 2000 and subsequently amended on July 18, 2001, the Company entered into an option agreement to acquire a 100% undivided interest in certain mining claims known as the Thibert Creek Mining properties located in the Liard Mining Division of British Columbia. As the claims do not contain any known reserves, the acquisition costs will be expensed as incurred. To exercise its option, the Company must:
a) Pay the optionor the sum of $25,000 on or before December 31, 2002.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
5. MINERAL CLAIMS
Thibert Creek (cont'd)
b) Issue to the optionor a total of 1,050,000 common shares of the Company as follows:
i) 100,000 shares at a deemed price of $0.50 (issued);
ii) 50,000 shares at a deemed price of $0.50 on December 31, 2001 (issued, Note 8);
iii) 200,000 shares upon the completion of a first phase of a work program on the property;
iv) 200,000 shares upon the completion of a second phase of a work program on the property; and
v) 500,000 shares upon the completion of a third phase of a work program on the property.
c) Incur exploration expenditures of $100,000 on the property as follows:
i) $10,000 on or before September 1, 2001 ($4,000 spent);
ii) a further $40,000 on or before June 1, 2002; and
iii) a further $50,000 on or before December 31, 2002.
Upon commencement of production, the claims are subject to a 3% net smelter returns royalty.
As at January 31, 2002, the Company has not met the required amount of expenditures relating to its working program, and has not issued the 50,000 shares as set out in b (ii). Consequently it is technically in default of its option agreement. Subsequent to the three month period ended January 31, 2002, the Company issued the 50,000 shares and is currently in the process of re-amending the agreement.
New Westminster
On October 1, 2001, the Company entered into an option agreement to acquire a 100% undivided interest in certain mining claims known as the Keefers Mining properties located in the New Westminster Mining Division of British Columbia. As the claims do not contain any known reserves, the acquisition costs will be expensed as incurred. To exercise its option, the Company must:
a) Pay the optionor the sum of $10,000 as follows:
i) $2,500 upon execution of the agreement (paid); and
ii) an additional $7,500 on or before December 21, 2002.
b) Issue to the optionor a total of 500,000 common shares of the Company as follows:
i) 100,000 shares upon the completion of a first phase of a work program on the property;
ii) 100,000 shares upon the completion of a second phase of a work program on the property; and
iii) 300,000 shares upon the completion of a third phase of a work program on the property.
c) Incur exploration expenditures of $50,000 on the property as follows:
i) $10,000 on or before July 31, 2002;
ii) a further $20,000 on or before December 31, 2002; and
iii) a further $20,000 on or before July 31, 2003.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
5. MINERAL CLAIMS (cont'd)
New Westminster (cont'd)
Upon commencement of production, the claims are subject to a 3% net smelter returns royalty.
6. INCOME TAXES
The Company's total deferred tax asset is as follows:
January 31, 2002 | October 31, 2001 | |
Tax benefit of net operating loss carryforward | $ 27,000 | $ 26,000 |
Valuation allowance | (27,000) | (26,000) |
$ - | $ - |
The Company has a net operating loss carryforward of approximately $81,000 which, if not used, will begin to expire in the year 2019. The Company has provided a full valuation allowance on the deferred tax asset because of the uncertainty regarding realizability.
7. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
8. SUBSEQUENT EVENTS
On February 4, 2002, the Company issued 50,000 common shares under Regulation S of the Securities Act of 1933 at an agreed value of $0.50 per share in connection with a mineral property option agreement dated October 21, 2000 and subsequently amended on July 18, 2001.
On February 18, 2002, the Company forward split its stock on a 3.25:1 basis. Accordingly, all references to 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.
PLAN OF OPERATIONS
The following discussion of the plan of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report for the three months ended January 31, 2002. This quarterly report contains certain forward-looking statements and the Company's future operation results could differ materially from those discussed herein.
We currently have minimal ongoing cash requirements. Management of our company does not receive compensation and office space is provided to our company by management on a rent free basis. At the end of the fiscal period for the three months ended January 31, 2002, we had approximately US$28,000 in our treasury. These funds will satisfy our cash requirements for the next 12 months. Management will continue to seek investors who are interested in subscribing for our common shares in order to fund exploration of our existing mining properties as well as the acquisition of new properties.
In July, 2001, management of our company completed phase one exploration on our PT claim block in the Liard Mining Division of British Columbia. Initial exploration was also carried out on our Birch Placer Claim. Management has reviewed the initial exploration results on the Company's PT claims and has determined that no further exploration on these claims is warranted at this time. The Company is preparing a phase 1 exploration program on the adjoining Vowel claim block.
On October 1, 2001, the Company acquired the Keefers claim block in Southwest British Columbia on the following terms:
The Option will be fully exercised by the Company:
(i) paying the Optionor the sum of $10,000 as follows:
(A) $2,500 on execution of the Agreement (paid); and
(B) an additional $7,500 on or before December 31, 2002.
(ii) allotting and issuing to the Optionor a total of 500,000 fully paid and non-assessable common shares in the capital of the Company as follows:
(A) 100,000 shares upon the completion of the first phase of a work program on the Property, subject to production of an acceptable engineering or geological report detailing the work done on the Property and recommending further work on the Property;
(B) 100,000 shares upon the completion of the second phase of a work program on the Property, subject to production of an acceptable engineering or geological report detailing the work done on the Property and recommending further work on the Property; and
(C) 300,000 shares upon the completion of the third phase of a work program on the Property, subject to the production of an acceptable engineering or geological report detailing the work done on the Property and recommending further work on the Property.
(iii) incurring Exploration Expenditures of $50,000 on the Property as follows:
(A) $10,000 on or before July 31, 2002;
(B) a further $20,000 on or before December 31, 2002; and
(C) a further $20,000 on or before July 31, 2003.
In the event that the Company spends, in any of the above periods, less than the specified sum, it may pay the Optionor the difference between the amount it actually spent and the specified sum before the expiry of that period in full satisfaction of the expenditures specified. In the event that the Company spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the expenditures to be made in succeeding periods.
Management is currently developing a phase one exploration program for the Keefers claims.
Our company does not expect to purchase or sell any plant or significant equipment in the next 12 months nor do we expect significant changes in the number of our employees.
"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters, the matters discussed in this Form 10-QSB are forward-looking statements based on current expectations and involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements under the following heading: "Plan of Operations" the timing and expected profitable results of sales and the need for no additional financing.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
None
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5 OTHER INFORMATION
None
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CASCADIA CAPITAL CORPORATION
Dated: March 11, 2002 Per: /s/Keith A. Ebert
Keith A. Ebert, President and Director
