UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2008
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _____________________
Commission file number: 133-124284
CASCADE TECHNOLOGIES CORP.
(Exact name of small business issuer as specified in its charter)
WYOMING
98-0440633
(State or other jurisdiction of incorporation
(I.R.S. Employer Identification No.)
or organization)
675 West Hastings Street, Suite 1410, Vancouver, British Columbia V6B 1N2
(Address of principal executive offices)
604-307-3011
(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), Yes [x] No [ ] and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 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:
Class
Outstanding as of April 10, 2008
Common Stock, no par value
10,930,000
PART 1 – FINANCIAL INFORMATION
Item 1.
Financial Statements.
Page | |
Unaudited Financial Statements | |
Balance Sheet | F-2 |
Statements of Operations | F-3 |
Statement of Stockholders’ Equity | F-4 |
Statements of Cash Flows | F-5 |
Notes to Unaudited Financial Statements | F-6 |
2
CASCADE TECHNOLOGIES CORP.
FINANCIAL STATEMENTS
February 29, 2008
F-1
CASCADE TECHNOLOGIES CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET FEBRUARY 29, 2008 (UNAUDITED) | ||||
ASSETS | ||||
Current assets | ||||
Cash | $ 1,721 | |||
Prepaid expense | 600 | |||
Total assets | $ 2,321 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Current liabilities | ||||
Loans due to shareholders | $ 5,238 | |||
Total liabilities | 5,238 | |||
Stockholder's deficit | ||||
Common stock; no par value; 50,000,000 shares | 94,000 | |||
authorized, 10,930,000 issued and outstanding | ||||
Accumulated deficit during development stage | (96,917) | |||
Total stockholders' deficit | (2,917) | |||
| ||||
Total liabilities and stockholders' deficit | $ 2,321 | |||
See Accompanying Notes to Financial Statements | ||||
F-2
CASCADE TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
From January 16, 2004 | |||||||||||
For the Three Months | For the Three Months | For the Six Months | For the Six Months | (Date of Inception) | |||||||
Ended | Ended | Ended | Ended | through | |||||||
February 29, 2008 | February 28, 2007 | February 29, 2008 | February 28, 2007 | February 29, 2008 | |||||||
Revenues | $ 4,292 | $ - | $ 4,292 | $ - | $ 4,292 | ||||||
Cost of revenues | 3,896 | -- | 3,896 | -- | 3,896 | ||||||
Gross profit | 396 | -- | 396 | -- | 396 | ||||||
Operating expenses | |||||||||||
Selling general and administrative | 9,783 | 6,704 | 12,543 | 9,059 | 97,313 | ||||||
Total operating expenses | 9,783 | 6,704 | 12,543 | 9,059 | 97,313 | ||||||
Loss before provision for income taxes | (9,387) | (6,704) | (12,147) | (9,059) | (96,917) | ||||||
Other income (expense) | -- | -- | -- | -- | -- | ||||||
Provision for income taxes | -- | -- | -- | -- | -- | ||||||
Net loss | $ (9,387) | $ (6,704) | $ (12,147) | $ (9,059) | $ (96,917) | ||||||
Basic income (loss) per common share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | |||||||
Diluted income (loss) per common share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | |||||||
Basic weighted average common | |||||||||||
shares outstanding | 10,930,000 | 10,930,000 | 10,930,000 | 10,930,000 | |||||||
See Accompanying Notes to Financial Statements | |||||||||||
F-3
CASCADE TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FROM JANUARY 16, 2004 (DATE OF INCEPTION) THROUGH FEBRUARY 29, 2008
(UNAUDITED)
| Accumulated | Total | ||||||
Common Stock | Deficit During | Stockholders' | ||||||
Shares | Amount | Development Stage | Equity (Deficit) | |||||
Balance, January 16, 2004 (Date of Inception) | -- | $ -- | $ -- | $ -- | ||||
Issuance of stock for services, $ 0.0001 per share | 10,000,000 | 1,000 | -- | 1,000 | ||||
Issuance of stock for cash, $ 0.10 per share | 9,300,000 | 93,000 | -- | 93,000 | ||||
Net loss | -- | -- | (12,852) | (12,852) | ||||
Balance, August 31, 2004 | 10,930,000 | 94,000 | (12,852) |
81,148 | ||||
| Net loss | -- | -- | (23,497) | (23,497) | |||
Balance, August 31, 2005 | 10,930,000 | 94,000 | (36,349) |
57,651 | ||||
Net loss | -- | -- | (28,172) | (28,172) | ||||
Balance, August 31, 2006 | 10,930,000 | 94,000 | (64,521) | 29,479 | ||||
Net loss | -- | -- | (20,249) | (20,249) | ||||
Balance, August 31, 2007 | 10,930,000 | 94,000 | (84,770) | 9,230 | ||||
Net loss | -- | -- | (12,147) | (2,760) | ||||
Balance, February 29, 2008 | 10,930,000 | $ 94,000 | $ (96,917) | $ (2,917) | ||||
See Accompanying Notes to Financial Statements | ||||||||
F-4
CASCADE TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
From January 16, 2004 | ||||||||
For the Six Months | For the Six Months | (Date of Inception) | ||||||
Ended | Ended | through | ||||||
February 29, 2008 | February 28, 2007 | February 29, 2008 | ||||||
Cash flows from operating activities: | ||||||||
Net loss | $ (12,147) | $ (9,059) | $ (96,917) | |||||
Adjustments to reconcile net loss to net cash | ||||||||
used by operating activities: | ||||||||
Stock based compensation | -- | -- | 1,000 | |||||
Changes in operating assets and liabilities: | ||||||||
Change in prepaid expense | -- | -- | (600) | |||||
Change in loans due to shareholders | 5,001 | 595 | 5,238 | |||||
Net cash used by operating activities | (7,146) | (8,464) | (91,279) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of common stock | -- | -- | 93,000 | |||||
Net cash provided by financing activities | -- | -- | 93,000 | |||||
Net change in cash | (7,146) | (8,464) | 1,721 | |||||
Cash, beginning of period | 8,867 | 28,879 | -- | |||||
Cash, end of period | $ 1,721 | $ 20,415 | $ 1,721 | |||||
See Accompanying Notes to Financial Statements | ||||||||
F-5
CASCADE TECHNOLOGIES CORP.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
The interim financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of Cascade Technologies, Corp. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of February 29, 2008 and the results of operations presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.
2.
SIGNIFICANT ACCOUNTING POLICIES
Use of estimates – The preparation of unaudited financial statements in conformity with accounting principles generally accepted in the United States 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 unaudited financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
F-6
Item 2.
Management’s Discussion and Analysis or Plan of Operation.
This Form 10-QSB contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management's expectations as of the date hereof, and the Company does not undertake any responsibility to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of factors set forth in this Form 10-QSB (including those sections hereof incorporated by reference from other filings with the Securities and Exchange Commission). The following discussion should be read in conjunction with the financial statements of the Registrant and notes thereto contained elsewhere in this report.
OUR BUSINESS
Since the incorporation of Cascade Technologies Corp., (formerly known as Arkon Technologies Inc.) (hereinafter "Cascade", "We", "Us", "Our" or the "Company"), we have been developing our business as a non-franchised stocking distributor to buy and sell semiconductors, electro-mechanical and passive components from franchised and non-franchised distributors. Generally, as a non-franchised stocking distributor, we buy and sell parts independent of the parts manufacturer and our customers deal directly with us in relation to warranties on defective parts.
Our goal of becoming an independent non-franchised stocking distributor has required a significant amount of time of our president and directors in developing and offering for sale profitable products for potential customers. To find these products has required us to maintain and cultivate long term relationships with various suppliers. For over the last 2 years, our efforts involved the listing of 20 core products that we felt would be most enticing for potential customers.
Initially we anticipated that our product offering would generate sales, profits and growth quicker than what we have seen. Until June of 2007 we had occasional inquires of our product offerings without much serious interest. In June 2007 we have a sample testing of one of our products which was provided to the potential customer on the basis of a conditional purchase order. That test of the product did not meet the customer’s specifications and that conditional purchaser order was not proceeded with. In January of 2008, through one of our contacts, we lodged our first sale where we generated revenues of $4,292. Since then, we have a possible further pending order for the sale of parts with anticipated revenue there from of $2,100. Currently this sale is scheduled to close on March 10, 2008 and we, at the end of this Q filing period see no reason that this sale will not proceed.
Management is generally pleased that there appears to be a marketplace that can be exploited as a non-franchised stocking distributor and sees moderate continued growth in this market. Management is also looking at exploiting the contacts it has made over the last few years to see if there are ways of generating additional revenue from various projects or other options that the suppliers may be aware of so that additional revenues can be generated for the Company and its stockholders.
EMPLOYEES
Our only employees are our officers and directors. The officers and directors will only be devoting their attention to our business on a part time basis. We estimate that Mr. Hollingshead devotes approximately 30 hours a week to the business. We estimate that Ms. Mac Quarrie and Ms. Thomas devote approximately 25 hours a week each.
3
PLAN OF OPERATIONS
Since incorporation our core business has been in the purchase and sale of the semi-conductors. We have pursued this business by the creation of a website displaying 20 products for sale. For the first 2 years, management has expended significant personal time with various suppliers to foster and develop supplier relationships. Those relationships have provided various solid product offerings which have finally resulted in January 2008 our first sale and also a currently pending possible second sale.
Based on the performance and sales activity to date, management plans to advertise these parts for sale on our website and related internet websites like Broker Forum (www.brokerforum.com).
As the sale for the Company have been slower than expected, the Company’s advertising program has been slow to develop. Finances permitting, plans remain to advertise in the North American weekly electronics buyer’s publication of Electronic Buyers News (EBN) as well as through major global web sites that are used to source components. Also, additional plans remain to take out advertisements in major electronics magazines in Europe and Asia and exhibit in four major trade shows a year, two in North America, one in Europe and one in Asia.
The company also has plans to hire a full time sales person to cover North America and Europe on competitive employment terms.
Our costs over the next twelve months are estimated to remain at approximately $157,000. At this time, we do not have monies to cover these costs. The completion of our business plan for the next twelve months is contingent upon us obtaining additional financing. However, there is no guarantee that we will be able to raise such needed financing. If we do not raise the sufficient funds necessary to support our plan of operation, we may be forced to severely curtail, or even completely cease our operations. At this time, we do not have any source of funding nor have we conducted any substantial research in regards to obtaining this funding.
To date, our Company has not been as successful as hoped in implementing our business plan however we have generated good relationships with our supplier contacts. Management of our Company is looking at ways of connecting with our suppliers to investigate opportunities beyond our core business so to realize additional value for our shareholders. We believe there are opportunities that could coexist and provide synergy to the Company’s existing core business to increase profits.
Should management seize upon the business opportunity and provides a good fit for the Company, management may acquire assets or technologies to develop our own business or we may seek out business opportunities with established similar business entities to enhance the existing core business or generate increased value for the Company’s stockholders.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of long-lived assets, any potential losses from pending litigation and deferred tax asset or liability. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily a pparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.
4
Item 3.
Controls and Procedures.
Our President and Chief Executive Officer, and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of and with the participation of management, including the principal executive officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of May 31, 2007, and, based on its evaluation , our principal executive officer has concluded that these controls and procedures are effective.
(b) Changes in Internal Controls
There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above, including any corrective actions with regard to significant deficiencies and material weaknesses.
5
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
We have not held a stockholders meeting or submitted matters to a vote of stockholders during the period covered by this report.
Item 5. Other Information
None
Item 6. Exhibits
3.1(a) | Articles of Incorporation | Incorporated by reference to the Exhibits attached to the Form SB-2 Registration Statement, as amended, filed under SEC File Number 333-124284. |
3.1(b) | Amendment to Articles of Incorporation | Incorporated by reference to the Exhibits attached to the Form SB-2 Registration Statement, as amended, filed under SEC File Number 333-124284. |
3.2(a) | By Laws | Incorporated by reference to the Exhibits attached to the Form SB-2 Registration Statement, as amended, filed under SEC File Number 333-124284. |
3.2(b) | Amended and Restated ByLaws | Incorporated by reference to our Schedule 14C filed on March 20, 2007. |
10.1 | Letter Agreement for Office Space Rental (Dated May 1, 2006) | Incorporated by reference to the Exhibits attached to the Form SB-2 Registration Statement, as amended, filed under SEC File Number 333-124284. |
22.1 | Notice of Annual Meeting of Shareholders | Incorporated by reference to our Schedule 14C filed on March 22, 2007. |
31.1 | Section 302 Certification- Principal Executive Officer | Filed herewith |
31.2 | Section 302 Certification- Principal Accounting Officer and Principal Financial Officer | Filed herewith |
32.1 | Certification for CEO and CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
6
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CASCADE TECHNOLOGIES CORP.
/s/ Bruce Hollingshead
April 11, 2008
Bruce Hollingshead, President/Director
/s/ Christine Thomas
April 11, 2008
Christine Thomas, Secretary/Director
Chief Financial Officer
/s/ Shannon MacQuarrie
April 11, 2008
Shannon MacQuarrie, Director
7
