At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from this offering, it will last a year. Other than as described in this paragraph, we have no other financing plans.
As of the date of this prospectus, we have yet to generate any revenues from our business operations.
We issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.
As of December 31, 2005, our total assets were $457 and our total liabilities were $13,141 comprised of $10,000 owed to James M. Jack, our sole director and president for payments made to our attorney for the incorporation of the company, $0 to open a bank account, $3,000 for audit fees and $141 of accounts payable for filing and general office costs. As of December 31, 2005, we had cash of $457. James M. Jack our sole officer and director is willing to loan us the money needed to fund operations until this offering has been completed. Operations include but are not limited to filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan. Our current liabilities to Mr. Jack do not have to be paid at this time, but will be repaid from the proceeds of this offering. Our related party liabilities consist of money advanced by our sole officer and director. Additionally, upon effectiveness of this registration statement by the SEC, we wil l owe an additional $10,000 to our attorney for services related to this registration statement.
Our sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present sole officer and director is set forth below:
The person named above has held his offices/positions since inception of our company and are expected to hold his offices/positions until the next annual meeting of our stockholders.
Table of Contents
Background of our sole officer and director
James M. Jack - President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and our sole director.
Since May 18, 2005, Mr. Jack has been our president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer and sole member of our board of directors. Since March 2, 1998, Mr. Jack has been the sole proprietor of Repertoire Catering and Consulting, of Langley, British Columbia, Canada, which is responsible for developing management techniques, marketing plans, staff training, and menus for functions catering to as many as 400 people. Since April 2003, Mr. Jack has held the position of Executive Sous Chef at the Vancouver Golf Club, in Coquitlam, British Columbia, Canada, where he is responsible for training new and existing employees, budgeting, sales analysis, scheduling and contract negotiations. In addition he maintains responsibility for all café, bistro, and lounge operations, recipe development and catering to as many as 800 guests at multiple events. Since February 2003, Mr. Jack has held the position of Corporate Chef at Java Express C anada Ltd., in Surrey, British Columbia, Canada, which operates 20 stores across Canada. Mr. Jack is responsible for employee training, budgeting, purchasing, and menu development. From April, 2002 to April, 2003, Mr. Jack held the position of Chef Tournant at the Sheraton Vancouver Wall Center, in Vancouver, British Columbia, Canada, where he was responsible for training new and existing employees, inventory control, supervision of the bistro, café and banquet kitchen. Mr. Jack devotes approximately 15 hours per week to our operations and will devote additional time as required. Mr. Jack is not an officer or director of any other reporting company.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
Conflicts of Interest
Mr. Jack is the sole proprietor of Repertoire Catering and Consulting, of Langley, British Columbia, Canada, which is responsible for developing management techniques, marketing plans, staff training, and menus for functions catering to as many as 400 people. Mr. Jack is Executive Sous Chef at the Vancouver Golf Club, in Coquitlam, British Columbia, Canada, where he is responsible for training new and existing employees, budgeting, sales analysis, scheduling and contract negotiations. In addition he maintains responsibility for all café, bistro, and lounge operations, recipe development and catering to as many as 800 guests at multiple events. Since February 2003, Mr. Jack has been Corporate Chef at Java Express Canada Ltd., in Surrey, British Columbia, Canada, which operates 20 stores across Canada. Mr. Jack is responsible for employee training, budgeting, purchasing, and menu development. Mr. Jack devotes approximately 15 hours per week to Cascade Coaching Corp. The only conflict that exists is Mr. Jack's devotion of time to other projects. Mr. Jack's current work interests, noted in this paragraph, are not competitors of the Company since the purpose of these other businesses is not to offer executive coaching and consulting services. In particular, Repertoire Catering and Consulting is primarily a food catering company. The purpose of Repertoire Catering and Consulting is not to offer executive coaching and consulting services.
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EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us from inception on May 18, 2005, through December 31, 2005, for our sole officer and director. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
Summary Compensation Table
| | | Long-Term Compensation |
| | Annual Compensation | Awards | Payouts |
| | | | | | Securities | | |
Names | | | | Other | Under | Restricted | | Other |
Executive | | | | Annual | Options/ | Shares or | | Annual |
Officer and | | | | Compen- | SARs | Restricted | LTIP | Compen- |
Principal | Year | Salary | Bonus | sation | Granted | Share/Units | Payouts | sation |
Position
| Ended
| (US$)
| (US$)
| (US$)
| (#)
| (US$)
| (US$)
| (US$)
|
James M. Jack | 2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
President, | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Secretary/Treasurer, | 2003 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Director | | | | | | | | |
We have no employment agreements with any of our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Compensation of Directors
Our sole director does not receive any compensation for serving as a member of the board of directors.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is
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successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering . The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
| | | Number of Shares | Percentage of |
| Number of | Percentage of | After Offering | Ownership After |
| Shares | Ownership | Assuming all of | the Offering |
Name and Address | Before the | Before the | the Shares are | Assuming all of the |
Beneficial Owner [1]
| Offering
| Offering
| Sold
| Shares are Sold
|
James M. Jack | 5,000,000 | 100.00% | 5,000,000 | 71.43% |
500-666 Burrard Street | | | | |
Vancouver, B.C. | | | | |
Canada V6C 3P6 | | | | |
[1] | The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of her direct stock holdings. Mr. Jack is the only "promoter" of our company. |
Future sales by existing stockholders
A total of 5,000,000 shares of common stock were issued to our sole officer and director, Mr. Jack, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. We have not agreed to register these shares. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Further, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed one per cent of the number of shares of the company's common stock then outstanding. Mr. Jack purchased his shares on June 18, 2005. Accordingly, if the minimum number of shares are sold, after June 18, 2006, Mr. Jack could sell up to 60,000 shares every 90 days. If the maximum number of shares are sold, after June 18, 2006, Mr. Jack could sell up to 70,000 shares every 90 days.
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Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who owns 5,000,000 restricted shares of our common stock.
DESCRIPTION OF SECURITIES
Common Stock
Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:
* | have equal ratable rights to dividends from funds legally available if and when declared by our board of directors; |
* | are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
* | do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
* | are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable. Our common stock is a penny stock. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present stockholders will own approximately 71.43% of our outstanding shares.
Cash dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
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Preferred stock
We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares is at the discretion of the board of directors. Currently no preferred shares are issued and outstanding.
Anti-takeover provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
Reports
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
Stock transfer agent
Our stock transfer agent for our securities is Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119. Its telephone number is (702) 361-3033.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 2005, we issued a total of 5,000,000 shares of restricted common stock to James M. Jack, our sole officer and director in consideration of $500 cash. The shares represent 100% of our issued and outstanding shares. This represents the complete interest of our sole current shareholder prior to any future issuance of stock under this registration agreement.
Further, Mr. Jack has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of December 31, 2005, Mr. Jack advanced us $13,141 for our benefit. Mr. Jack will be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Jack. The obligation to Mr. Jack does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Jack or the repayment of the funds to Mr. Jack. The entire transaction was oral.
LITIGATION
We are not a party to any pending litigation and none is contemplated or threatened.
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EXPERTS
Our financial statements for the period from inception to June 30, 2005, included in this prospectus have been audited by Malone & Bailey, PC, Certified Public Accountants, 2925 Briarpark, Suite 930, Houston, Texas 77042, telephone (713) 266-0530 as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite 503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as our legal counsel.
FINANCIAL STATEMENTS
Our fiscal year end is June 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by a firm of Certified Public Accountants.
Our financial statements for the six months ended December 31, 2005 (unaudited) and from inception to June 30, 2005 (audited), immediately follow:
FINANCIAL STATEMENTS | |
| Balance Sheet | F-1 |
| Statement of Expenses | F-2 |
| Statement of Cash Flows | F-3 |
NOTES TO THE FINANCIAL STATEMENTS | F-4 |
| |
INDEPENDENT AUDITOR'S REPORT | F-5 |
FINANCIAL STATEMENTS | |
| Balance Sheet | F-6 |
| Statement of Operations | F-7 |
| Statement of Changes in Stockholders' Deficiency | F-8 |
| Statement of Cash Flows | F-9 |
NOTES TO THE FINANCIAL STATEMENTS | F-10 |
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Financial Statement Table of Contents
CASCADE COACHING CORPORATION
(A Development Stage Company)
BALANCE SHEET
December 31, 2005
(Unaudited)
ASSETS | | Unaudited |
| | |
| Cash | $ | 457
|
| | |
Total Assets | $ | 457
|
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | |
| | |
| Loan payable to related party | $ | 13,141
|
| | |
Total Liabilities | | 13,141
|
| | |
| | |
STOCKHOLDERS' DEFICIT | | |
| | |
Common stock: 100,000,000 shares authorized at $0.00001 par value; | | |
| 5,000,000 shares issued and outstanding | | 5,000 |
Paid-in capital (deficit) | | (4,500) |
Deficit accumulated during development stage | | (13,184)
|
| | |
Total Stockholders' Deficit | | (12,684)
|
| | |
Total Liabilities & Stockholders' Deficit | $ | 457
|
F-1
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Financial Statement Table of Contents
CASCADE COACHING CORPORATION
(Development Stage Company)
STATEMENT OF EXPENSES
Three and Six Months Ended December 31, 2005 and Period from
May 18, 2005, (Inception) through December 31, 2005
(Unaudited)
| 3 months ended | 6 months ended | Inception to |
| December 31, 2005 (Unaudited) | December 31, 2005 (Unaudited) | December 31, 2005 ________________ |
| | | | | | |
General & administrative expenses | $ | 1,518
| $ | 3,043
| $ | 13,184
|
| | | | | | |
Net Loss | | | | $ | (1,518)
| $ | (3,043)
| $ | (13,184)
|
| | | | | | | | |
Basic and diluted net loss per | | | | | | |
common share | | | $ | (0.00) | $ | (0.00) | $ | (0.00) |
| | | | | | |
Weighted average common shares | | | | | | |
outstanding | | | | 5,000,000 | | 5,000,000 | | 5,000,000 |
F-2
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Financial Statement Table of Contents
CASCADE COACHING CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Six Months ended December 31, 2005 and Period from
May 18, 2005, (Inception) through December 31, 2005
(Unaudited)
| Six months ended | Inception to |
| December 31, 2005 (Unaudited) | December 31, 2005 _________________ |
CASH FLOWS FROM OPERATING | | | | |
ACTIVITIES | | | | |
| | | | |
Net loss | $ | (3,043) | $ | (13,184) |
| | | | |
CASH FLOWS FROM FINANCING | | | | |
ACTIVITIES | | | | |
Proceeds from issuance of common stock | | - | | 500 |
Proceeds from loans payable to related party | | 3,000
| | 13,141
|
| | | | |
NET CASH PROVIDED BY FINANCING | | | | |
ACTIVITIES | | 3,000
| | 13,641
|
| | | | |
NET CHANGE IN CASH | | (43) | | 457 |
| | | | |
Cash balance, beginning of period | | 500
| | -
|
| | | | |
Cash balance, ending of period | $ | 457
| $ | 457
|
F-3
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Financial Statement Table of Contents
CASCADE COACHING CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Cascade Coaching Corporation ("Cascade Coaching"), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Cascade Coaching's Form SB-2. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2005, as reported in the Form SB-2, have been omitted.
F-4
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Financial Statement Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Cascade Coaching Corp.
Vancouver, British Columbia, Canada
We have audited the accompanying balance sheet of Cascade Coaching Corp. as of June 30, 2005 and the related statements of operations, changes in stockholders' deficit and cash flows for the period from May 18, 2005 (inception) through June 30, 2005. These financial statements are the responsibility of Cascade's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cascade Coaching Corp. as of June 30, 2005 and the results of its operations and cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Cascade Coaching Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, Cascade has suffered initial losses, has no operations, and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Malone & Bailey, PC
MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas
July 11, 2005
F-5
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Financial Statement Table of Contents
CASCADE COACHING CORP.
(A Development Stage Company)
BALANCE SHEET
June 30, 2005
| ASSETS |
| CURRENT ASSETS |
| | Cash | | | | | | | | $ | 500 |
| |
| | Total Assets | | | | | | | $ | 500 |
| |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| CURRENT LIABILITIES | |
| |
| Loans payable-related party: | | | | | | $ | 10,141 |
| |
| Total Current Liabilities | | | | | | | 10,141 |
| |
| |
| STOCKHOLDERS' DEFICIT | |
| Common stock, $.001 par, 100,000,000 shares authorized; | |
| | 5,000,000 shares issued and outstanding | | | | 5,000 |
| | Paid-in capital deficit | | | | | | | (4,500) |
| | Deficit accumulated during development stage | | | (10,141) |
| |
| Total Stockholders' Deficit | | | | | | | (9,641) |
| |
| | | | | | | | | | $ | 500
|
See accompanying summary of accounting policies and notes to financial statements.
F-6
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Financial Statement Table of Contents
CASCADE COACHING CORP.
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from May 18, 2005 (inception) through June 30, 2005
General and administrative expenses | $ | 10,141 |
|
| Net loss | $ | (10,141) |
|
Basic and diluted net loss per shares | $ | (.00) |
|
Weighted average common shares outstanding | | 5,000,000 |
See accompanying summary of accounting policies and notes to financial statements.
F-7
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Financial Statement Table of Contents
CASCADE COACHING CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from May 18, 2005 (inception) through June 30, 2005
| | | | | | | | | | Deficit | | |
| | | | | | | | | | Accumulated | | |
| | | | | | | | Paid | | During the | | |
| | | | Common | | | In | | Development | | |
| | | | Shares
| | Par
| | Capital
| | Stage
| | Totals
|
| | | | | | | | | |
Issuance for cash to | | | | | | | | | |
founder on May 18, 2005 | 5,000,000 | $ | 5,000 | $ | (4,500) | $ | - | $ | 500 |
| | | | | | | | | |
Net Loss | -
| | -
| | -
| | (10,141)
| | (10,141)
|
| | | | | | | | | |
Balances, June 30, 2005 | 5,000,000
| $ | 5,000
| $ | 4,500
| $ | (10,141)
| $ | ( 9,641)
|
See accompanying summary of accounting policies and notes to financial statements.
F-8
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Financial Statement Table of Contents
CASCADE COACHING CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from May 18, 2005 (inception) through June 30, 2005
CASH FLOWS FROM OPERATING ACTIVITIES |
| Net Loss | | | | | | | $ | (10,141) |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | | |
Proceeds from issuance of common stock | | | | | 500 |
Proceeds from loan | | | | | | | | 10,141
|
| | |
Increase in Cash | | | | | | | | 500 |
| | |
Cash at Beginning of Period | | | | | | | -
|
| | |
Cash at End of Period | | | | | | $ | 500
|
See accompanying summary of accounting policies and notes to financial statements.
F-9
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Financial Statement Table of Contents
CASCADE COACHING CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cascade Coaching Corp. was incorporated in Nevada on May 18, 2005, for the purpose of providing coaching and consulting services to corporate executives.
Cascade Coaching is in the development stage and has elected June 30 as its fiscal year end.
Since inception, Cascade has been involved in business planning and capital-raising activities.
Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of expenses. Actual results could differ from those estimates.
Cash and Cash Equivalents. For purposes of the statement of cash flows, Cascade Coaching considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Revenue Recognition. Cascade Coaching recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.
Income taxes. Cascade Coaching recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Cascade Coaching provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Basic and diluted net loss per share. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period ended June 30, 2005, there were no potential dilutive securities.
Foreign currency. Cascade Coaching is based in Canada, although it is incorporated in Nevada. Since inception, all transactions have been in U.S. dollars, although that will change when operating activities commence. An account, Other Comprehensive Income, will be added to Stockholders' Deficit that will represent changes in the value of the Canadian dollar relative to the U.S. dollar. As of each balance sheet date, any Canadian assets and liabilities will be translated into U.S. dollars at the exchange rate in effect on that date. There are no hedging contracts. Revenues and expenses during each period will be translated at the average exchange rates of those periods. Equity accounts are translated at historical amounts. Translation adjustments are deferred in the equity account, Other Comprehensive Income (Loss), a separate component of Stockholders' Equity.
Recently issued accounting pronouncements. Cascade Coaching does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
F-10
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Financial Statement Table of Contents
CASCADE COACHING CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, Cascade Coaching incurred initial net losses of $10,141and has had no operations since inception. These conditions raise substantial doubt as to Cascade's ability to continue as a going concern. Management is trying to raise additional capital through sales of stock or by additional loans from its founding and current sole shareholder. The financial statements do not include any adjustments that might be necessary if Cascade is unable to continue as a going concern.
NOTE 3 - NOTE PAYABLE
The note represents cash advanced to Cascade, and is repayable upon demand, with no interest or collateral.
F-11
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Until June 22, 2006, ninety days after the date of this prospectus, all dealers effecting transactions in our registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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