Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-129056
Prospectus
CASCADE COACHING CORP.
Shares of Common Stock
1,000,000 Minimum - 2,000,000 Maximum
Before this offering, there has been no public market for the common stock.
We are offering up to a total of 2,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers, 1,000,000 shares minimum, 2,000,000 shares maximum. The offering is not open to any residents of Canada. The offering price is $0.10 per share. In the event that 1,000,000 shares are not sold within 180 days, at our sole discretion, we may extend the offering for an additional 90 days. In the event that 1,000,000 shares are not sold within the 180 days, or within the additional 90 days if extended, all money received by us will be promptly returned to you without interest or deduction of any kind. However, future actions by creditors in the subscription period could preclude or delay us in refunding your money because we do not have any escrow or trust account. If at least 1,000,000 shares are sold within 180 days, or within the additional 90 days, if extended, all money received by us will be retained by us and there will be no refund. Funds will be hel d in a separate account at Bank of Montreal. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 180 days, 270 days if extended. Collected funds are deemed funds that have been paid by the drawee bank. The foregoing account is not an escrow, trust or similar account. It is merely a separate account under our control where we have segregated your funds.
Our common stock will be marketed by our chief financial officer, secretary, treasurer and director, Mr. Alfred Nutt. Mr. Nutt will offer and sell the securities on our behalf. This is a best efforts direct participation offering that will not utilize broker-dealers. Our treasurer, Mr. Nutt, will be responsible for selling our common shares in the offering. Mr. Nutt will not receive any compensation for his role in selling shares in the offering.
Investing in our common stock involves risks. See "Risk Factors" starting at page 4.
Offering Price | Offering Expenses(1) | Proceeds to Us | ||||||
Per Share - Minimum | $ | 0.10 |
| $ | 0.02 |
| $ | 0.08 |
Per Share - Maximum | $ | 0.10 | $ | 0.01 | $ | 0.09 | ||
Minimum | $ | 100,000 | $ | 25,000 | $ | 75,000 | ||
Maximum | $ | 200,000 | $ | 25,000 | $ | 175,000 | ||
(1) These offering expenses do not include any underwriting discounts or commissions. There are no underwriting discounts or commissions to paid in connection with this offering.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 25, 2006.
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Our business
We are a development stage company. We intend to engage in the business of providing coaching and consulting services to corporate executives. Consulting services to corporate executives will focus on issues such as skills assessment; clarifying goals and identifying targets; adapting to a specific corporate culture; effectively communicating with employees; reducing and eliminating personality conflict within the organization; and time management. We are a company without revenues or operations, we have minimal assets and have incurred losses since inception.
Our administrative office is located at 500-666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6. Our telephone number is (604) 897-4263 and our registered agent for service of process is the Corporation Trust Company of Nevada, located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our fiscal year end is June 30.
The offering
Following is a brief summary of this offering:
Securities being offered | 1,000,000 shares of common stock, minimum, 2,000,000 shares of common stock maximum, par value $0.00001. |
Offering price per share | $ 0.10 |
Offering period | The shares are being offered for a period of 180 days, unless extended by our board of directors for an additional 90 days. |
Net proceeds to us | $75,000 assuming the sale of 1,000,000 shares minimum and $175,000 assuming the sale of 2,000,000 shares maximum. |
Person determining making the determination regarding whether the minimum offering conditions are satisfied | James M. Jack and Mr. Alfred Nutt. |
Use of proceeds | We will use the proceeds to pay for administrative expenses, the implementation of our business plan, and working capital. |
Number of shares outstanding before the offering | 5,000,000 |
Number of shares outstanding after the offering if all | 7,000,000 |
Subsequent to the offering, if the maximum number of shares are sold, being 2,000,000, then Mr. Jack and Mr. Nutt will own 71.43% of common stock voting shares. Subsequent to the offering, if the minimum number of shares are sold, being 1,000,000, then Mr. Jack and Mr. Nutt will own 83.33% of common stock voting shares. Whether the minimum or maximum number of shares are sold, or somewhere in between, Mr. Jack and Mr. Nutt will retain control of the election of directors and other material matters such as mergers and sales, subject to a shareholder vote.
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Selected financial data
The following financial information summarizes the more complete historical financial information at the end of this prospectus.
Six Months Ended | Period from 5-15-2005 | ||||
December 31, 2005 | (date of inception) to 6-30-2005 | ||||
Balance Sheet | (Unaudited) | (Audited) | |||
Total Assets | $ | 457 | $ | 500 | |
Total Liabilities | $ | 13,141 | $ | 10,141 | |
Stockholders Deficiency | $ | (12,684) | $ | (9,641) | |
Six Months Ended | Period from | ||||
December 31, 2005 | 5-18-2005 (date of inception) | ||||
(Unaudited) | to 6-30-2005 | ||||
(Audited) | |||||
Income Statement | |||||
Revenue | $ | 0 | $ | 0 | |
Total Expenses | $ | 3,043 | $ | 10,141 | |
Net Loss | $ | (3,043) | $ | (10,141) | |
Please consider the following risk factors before deciding to invest in our common stock.
Risks associated with CASCADE COACHING CORP.
1. Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.
2. We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.
We were incorporated in May 2005 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $13,184, of which $10,000 is for legal fees, $3,000 is for audit fees, and $184 is for filing fees and general office expenses. The $10,000 in legal fees related to the offering of securities under this registration statement. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
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* | completion of this offering |
* | our ability to attract clients who will buy our services from us and our website |
* | our ability to generate revenues through the sale of our services |
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause you to lose your investment.
3. If we do not attract clients, we will not make a profit which ultimately will result in a cessation of operations.
We have no clients. We have not identified any clients and we cannot guarantee we ever will have any clients . Even if we obtain clients, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.
4. We are solely dependent upon the funds to be raised in this offering to initiate our operations, the proceeds of which may be insufficient to achieve revenues. If we need additional funds and can't raise them we will have to terminate our operations.
We have not started our business operations. We need the proceeds from this offering to start our operations. If the minimum of $100,000 is raised, this amount will enable us, after paying the expenses of this offering, to operate for one year. If we need additional funds and can't raise the money, we will have to cease operations.
5. If we do not make a profit, we may have to suspend or cease operations.
Because we are small and do not have much capital, we must limit marketing our services. The sale of services is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
6. Our officers and directors will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting clients and result in a lack of revenues that may cause us to suspend or cease operations.
Our officers and directors, will only be devoting limited time to our operations. James M. Jack, our president and director will be devoting approximately 15 hours per week of his time to our operations. Mr. Alfred Nutt, will be devoting approximately 5 hours per week of his time to our operations. Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.
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7. Because our officers and directors do not have prior experience in the marketing of management consulting services, we may have to hire individuals or suspend or cease operations.
Because our officers and directors do not have prior experience in management consulting services or services, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations.
8. Because our officers and directors do not have prior experience in financial accounting and the preparation of reports under the Securities Exchange Act of 1934, we may have to hire individuals which could result in an expense we are unable to pay.
Because our officers and directors do not have prior experience in financial accounting and the preparation of reports under the Securities Act of 1934, we may have to hire additional experienced personnel to assist us with the preparation thereof. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely and you could lose your investment.
9. Both of our officers and directors are responsible for our managerial and organizational structure. In the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.
Mr. James M. Jack, and Mr. Alfred Nutt will be responsible for our managerial and organizational structure. They are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC.
10. We are completely dependent on both of our officers and directors to guide our initial operations, initiate our plan of operations, and provide financial support. If we lose either of their services we may have to cease operations.
Our success will depend entirely on the ability and resources of Mr. Jack our president and Mr. Nutt, our secretary and treasurer and chief financial officer. If we lose the services or financial support of Mr. Jack or Mr. Nutt, we may have to cease operations. Presently, both Mr. Jack and Mr. Nutt are committed to providing their time and financial resources to us. However, both Mr. Jack and Mr. Nutt do engage in other activities and will devote only a limited amount of time to our operations.
Risks associated with this offering:
11. Because we do not have an escrow or trust account for your subscription, if we file for
bankruptcy protection or are forced into bankruptcy, or a creditor obtains a judgment against us and attaches the subscription, you will lose your investment.
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Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, if the minimum conditions of this offering are not satisfied, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.
12. Because our officers and Directors will own 83.33% of the total outstanding common stock if the minimum amount of the offering is sold and 71.43% of the total outstanding common stock if the maximum amount of the offering is sold, they will retain control of us and be able to decide who will be directors and you may not be able to elect any directors which could decrease the price and marketability of the shares.
If we sell all 2,000,000 shares of common stock in this offering, James M. Jack and Mr. Nutt, together, will own 71.43% of the total outstanding common stock and if the minimum amount of the offering is sold they will own 83.33% of the total outstanding common stock. As a result, after completion of this offering, regardless of the number of shares we sell, Mr. Jack and Mr. Nutt, together, will be able to elect all of our directors and control our operations, which could decrease the price and marketability of the shares.
13. Because there is no public trading market for our common stock, you may not be able to resell your stock.
There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.
14. Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.
Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.
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15. NASD sales practice requirements may limit a stockholder's ability to buy and sell our stock.
The NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our commo n stock, reducing a stockholder's ability to resell shares of our common stock.
Our offering is being made in a direct public offering, without any involvement of underwriters or broker-dealers, $100,000 minimum, $200,000 maximum basis. The table below sets forth the use of proceeds if $100,000 or $200,000 of the offering is sold.
$100,000 | $200,000 | |||||
Gross proceeds | $ | 100,000 | $ | 100,000 | ||
Offering expenses | $ | 25,000 | $ | 25,000 | ||
Net proceeds | $ | 75,000 | $ | 175,000 | ||
The net proceeds will be used as follows:
Website development | $ | 5,000 | $ | 7,500 | ||
Repayment of loan | $ | 13,141 | $ | 13,141 | ||
Marketing and advertising | $ | 12,000 | $ | 60,000 | ||
Establishing an office | $ | 15,000 | $ | 15,000 | ||
Equipment and furniture | $ | 8,000 | $ | 13,000 | ||
Hiring one additional employee | $ | 0 | $ | 30,000 | ||
Audit and accounting fees | $ | 12,000 | $ | 12,000 | ||
Attending conferences | $ | 5,000 | $ | 12,000 | ||
Other expenses | $ | 4,859 | $ | 12,359 |
Total offering expenses are $25,000 to be paid from the proceeds of the offering are for legal fees and auditing fees connected with this offering. No other expenses of the offering will be paid from the proceeds.
Upon the completion of this offering, we intend to immediately initiate the development of our website "cascadecoachingcorp.com". We intend to hire an outside web designer to assist us in designing and building our website. We believe it will take three months to create a workable website.
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We will repay $13,141 advanced by our president, James M. Jack.
Marketing and advertising will be focused on promoting our advisory services to corporations and executives. The advertising campaign will include the design and printing of various promotional materials as well as travel and presentations. The cost of developing the campaign is estimated to be between $12,000 to $60,000.
We intend to establish an executive office. This will include rent for a physical office space. We estimate the cost to be $15,000.
We intend to hire one additional employee to handle administrative duties, provided we raise the maximum amount of the offering.
We estimate our auditing and accounting fees to be $12,000 during the next twelve months.
We plan to attend corporate governance conferences to promote our activities. The have budgeted between $5,000 and $12,000 for travel, meals, lodging and entertainment.
We have allocated between $4,859 and $12,359 for additional unforeseen expenses which may arise as a result of initiating our operations.
The proceeds from the offering will allow us to operate for twelve months, whether the minimum or maximum amount is raised. We have determined that the funds would last twelve months, including but not limited to filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order for us to raise a minimum of $100,000 and a maximum of $200,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were:
* | our lack of operating history |
* | the proceeds to be raised by the offering |
* | the amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing stockholder, and |
* | our relative cash requirements. |
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DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
As of December 31, 2005, the net tangible book value of our shares of common stock was a deficit of $(12,684) or approximately $(.00) per share based upon 5,000,000 shares outstanding.
Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 7,000,000 shares to be outstanding, will be $162,316 or approximately $0.02 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.02 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.02 per share.
Upon completion of this offering, in the event 1,500,000 shares are sold, the net tangible book value of the 6,500,000 shares to be outstanding will be $112,316 or approximately $0.02 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.02 share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.02 per share.
Upon completion of this offering, in the event the minimum number of shares are sold, the net tangible book value of the 6,000,000 shares to be outstanding will be $62,316, or approximately $0.01 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.01 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.01 per share.
After completion of this offering, if 2,000,000 shares are sold, you will own approximately 28.57% of the total number of shares then outstanding shares for which you will have made a cash investment of $200,000, or $0.10 per share. Our existing stockholders will own approximately 71.43% of the total number of shares then outstanding, for which they have made a contribution $500.00, or approximately $0.0001 per share.
After completion of this offering, if 1,500,000 shares are sold, you will own approximately 23.08% of the total number of shares then outstanding for which you will have made a cash investment of $150,000, or $0.10 per share. Our existing stockholders will own approximately 76.92% of the total number of shares then outstanding, for which they have made a cash contribution of $500.00, or approximately $0.0001 per share.
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After completion of this offering, if 1,000,000 shares are sold, you will own approximately 16.67% of the total number of shares then outstanding for which you have made a cash investment of $100,000, or $0.10 per share. Our existing stockholders will own approximately 83.33% of the total number of shares the outstanding for which they have made a cash contribution totaling $500.00, or approximately $0.0001 per share.
The following table compares the differences of your investment in our shares with the investment of our existing stockholders.
Existing stockholders if all of the shares are sold:
Price per share | $ | 0.10 |
Net tangible book value per share before offering | $ | (12,684) |
Net tangible book value per share after offering | $ | 162,316 |
Increase to present stockholders in net tangible book value per share after offering | $ | 0.02 |
Capital contributions | $ | 500 |
Number of shares outstanding before the offering | 5,000,000 | |
Number of shares after offering held by existing stockholder | 5,000,000 | |
Percentage of ownership after offering assuming maximum number of shares are sold. | 71.43% |
Purchasers of shares in this offering if all shares sold
Price per share | $ | 0.10 |
Dilution per share | $ | 0.08 |
Capital contributions | $ | 200,000 |
Number of shares after offering held by public investors | 2,000,000 | |
Percentage of ownership after offering | 28.57% |
Purchasers of shares in this offering if 1,500,000 shares are sold
Price per share | $ | 0.10 |
Dilution per share | $ | 0.08 |
Capital contributions | $ | 150,000 |
Number of shares after offering held by public investors | 1,500,000 | |
Percentage of ownership after offering | 23.08% |
Purchasers of shares in this offering if the minimum number of shares are sold
Price per share | $ | 0.10 |
Dilution per share | $ | 0.09 |
Capital contributions | $ | 100,000 |
Number of shares after offering held by public investors | 1,000,000 | |
Percentage of ownership after offering | 16.67% |
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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering 2,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers, 1,000,000 shares minimum, 2,000,000 shares maximum basis. The offering price is $0.10 per share. Funds from this offering will be placed in a separate bank account at Bank of Montreal, 595 Burrard Street, Vancouver, BC V7X 1L7. Its telephone number is (604) 665-2543. The funds will be maintained in the separate bank until we receive a minimum of $100,000 at which time we will remove those funds and use the same as set forth in the Use of Proceeds section of this prospectus. This account is not an escrow, trust or similar account. Any funds received by us thereafter will immediately be used by us. If we have not sold the minimum amount of 1,000,000 shares and raised the $100,000 within 180 days of the effective date of our registration statement, plus 90 additional days if we so choose, all funds will be promptly returned to you without a deduction of any kind. However, f uture actions by creditors in the subscription period could preclude or delay us in refunding your money. During the 180 day period and possible additional 90 day period, no funds will be returned to you. You will only receive a refund of your subscription if we do not raise a minimum of $100,000 within the 180 day period referred to above which could be expanded by an additional 90 days at our discretion for a total of 270 days. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 180 days, 270 days if extended. Collected funds are deemed funds that have been paid by the drawee bank. James M. Jack and Alfred Nutt, our officers and directors, will make the determination regarding whether the minimum offering conditions are satisfied. There are no finders involved in our distribution.
Neither of our officers and director will purchase shares in this offering.
We will sell the shares in this offering only through our director, secretary, and treasurer, and chief financial officer Mr. Alfred Nutt. He will receive no commission from the sale of any shares. He will not register as a broker/dealer under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that:
1. | The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and, |
2. | The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; |
3. | The person is not at the time of their participation, an associated person of a broker/dealer; and, |
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4. | The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). |
Mr. Alfred Nutt, is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. He is and will continue to be our sole officer and director at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. He has not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation.
We intend to distribute the prospectus to friends, relatives, and business associates of Mr. Nutt. Mr. Nutt will not purchase any shares in this offering and there will be no offers or sales to affiliates of Mr. Alfred Nutt. Further, the shares will not be offered through any media or through investment meetings. Mr. Nutt will personally contact a potential investor. The only means of communication will be verbal, by telephone or personal contact. The only document to be delivered in connection with the offering will be this prospectus. No communications or prospectus will be delivered prior to the effective date of this offering. A separate bank account will be opened at Bank of Montreal. The subscription price will be deposited into the account. Payment will be made by check or bank wire. All fees related to the account will be paid by one of our officers and directors.
Section 15(g) of the Exchange Act
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
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Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
The NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our commo n stock, reducing a stockholder's ability to resell shares of our common stock.
Offering Period and Expiration Date
This offering will start on the date of this prospectus and continue for a period of up to 270 days.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you must
1. | execute and deliver a subscription agreement | |
2. | deliver a check or certified funds to us for acceptance or rejection. |
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All checks for subscriptions must be made payable to CASCADE COACHING CORP. and sent to 500-666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6.
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
Initial Offering
On March 24, 2006 our Form SB-2 registration statement was declared effective. As a result of material changes disclosed in that registration statement, we returned all subscriptions that we received. The material changes related to the appointment of Alfred Nutt to the board of directors and as an officer.
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General
We were incorporated in the State of Nevada on May 18, 2005. We have not started operations. We are developing a website (www.cascadecoachingcorp.com) that will promote our business. We intend to engage in the business of providing coaching and consulting services to corporate executives. We have not generated any revenues and the only operation we have engaged in is the development of a business plan. We maintain our statutory registered agent's office at 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our administrative office is located at 500-666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6. Our telephone number is (604) 897-4263. This is the home office of our President, James M. Jack. We do not pay any rent to Mr. Jack and there is no agreement to pay any rent in the future.
We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change. We have not begun operations and will not begin operations until we have completed this offering. Our plan of operation is forward looking and there is no assurance that we will ever begin operations.
We have not conducted any market research into the likelihood of success of our operations or the acceptance of our products or advisory services by the public.
Our Strategy
We intend to establish a coaching and consulting business providing services to corporate executives. Our business will provide the following services.
Consulting services to corporate executives will focus on issues such as skills assessment; clarifying goals and identifying targets; adapting to a specific corporate culture; effectively communicating with employees; reducing and eliminating personality conflict within the organization; and time management. At the outset, Mr. Jack will be responsible for providing these services. Mr. Jack has experience focusing on these issues. Further Mr. Jack' s general business skills provide the basis for successfully implementing our business plan. However, in the event that Mr. Jack does not believe that he is qualified to provide effective consulting services related to one or more issues, then we will hire others who may provide such services.
As of the date of this prospectus, we do not have any clientele under contract to the company nor have we commenced with provision of any management/consulting services.
Target Market
We intend to target corporate executives working in Vancouver, British Columbia geographical area. In the event that we are able to expand our business and hire employees, we will consider expanding our services to nearby major urban centers such as Seattle, Washington, and Calgary, Alberta, Canada. We will rely upon Mr. Jack to initiate contacts with executives to attract clientele to us.
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Regulatory Requirements
We do not need to pursue nor satisfy any special licensing or regulatory requirements before establishing or delivering our intended services other than requisite business licenses. If new government regulations, laws, or licensing requirements are passed that would cause us to restrict or eliminate delivery of any of our intended services, then our business would suffer. For example, if we were required to obtain a government issued license for the purpose of providing coaching and consulting services, then we could not guarantee that we would qualify for such license. If such a licensing requirement existed, and we were not able to qualify, then our business would suffer. Presently, to the best of our knowledge, no such regulations, laws, or licensing requirements exist or are likely to be implemented in the near future that would reasonably be expected to have a material impact on or sales, revenues, or income from our business operations.
Marketing
Initially, our services will be promoted by Mr. Jack. He will discuss our services with executives that he has had previous contact. We also anticipate utilizing several other marketing activities in our attempt to make our services known to corporations and attract clientele. These marketing activities will be designed to inform potential clients about the benefits of using our services and will include the following: development and distribution of marketing literature; direct mail and email; advertising; promotion of our web site; and industry analyst relations.
Revenue
Initially, we intend to generate revenue from three sources:
1. | Term Fee - By charging a fee for a given terms; | |
2. | Fixed Fee - By charging a fixed fee; | |
3. | Hourly Fee - By charging an hourly fee for advisory services. |
We intend to develop and maintain a database of all our clients so that we can anticipate various needs and continuously build and expand our advisory services.
There is no assurance that we will be able to interest executives or companies in our services.
Competition
We compete with consulting managerial services We will not be differentiating our self from the foregoing, but merely compete with them. The managerial consulting market is a large fragmented market and may be difficult to penetrate. Our competitive position within the industry is negligible in light of the fact that we have not started our operations. Older, well-established managerial consulting firms with records of success currently attract customers. Since we have not started operations, we cannot compete with them on the basis of reputation. We do expect to compete with them on the basis of the range of advisory services and the quality of advisory services that we intend to provide. At this time, our principal method of competition will be through personal contact with potential clients with whom Mr. Jack has an existing relationship.
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James M. Jack, our president will be devoting approximately 15 hours a week of his time to our operations. Mr. Alfred Nutt, our secretary and treasurer, and chief financial officer will be devoting approximately 5 hours a week of his time to our operations. Once we begin operations, and are able to attract more and more clients to use our advisory services, James M. Jack and Mr. Nutt have both agreed to commit more time as required. Because Mr. Jack and Mr. Nutt will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Jack and/or Mr. Nutt. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
Employees; Identification of Certain Significant Employees
We are a development stage company and currently have no employees, other than our officers and directors. We intend to hire additional employees on an as needed basis.
Offices
Our administrative offices are currently located at 500-666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6. Our telephone number is (604) 897-4263. This is the home office of our President, James M. Jack. We do not pay any rent to Mr. Jack and there is no agreement to pay any rent in the future. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office site.
Government Regulation
We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will n ot provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.
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We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our advisory services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.
Other than the foregoing, no governmental approval is needed for the sale of our advisory services.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. Our auditor' s opinion is based on our suffering initial losses, having no operations, and having a working capital deficiency. The opinion results from the fact that we have not generated any revenues and no revenues are anticipated until we complete the development of our website and begin selling our advisory services to our target market. We believe the technical aspects of our website will be sufficiently developed to use for our operations 90 days from the completion of our offering. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Whether we raise the minimum or maximum amount of money in this offering, it will last twelve months. The differenc e between the minimum and maximum amount relates to financial resources devoted to the website development; marketing and advertising; equipment and office furniture; hiring one employee; and, attending conferences. In each case, if we raise the maximum amount, we will devote more funds to the same in order to enhance the quality of the website and promote our website to more potential advertisers.
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If, however, we raise an amount less than the maximum, then we will limit the amount of money devoted to developing our website; reduce our marketing and advertising budget; decrease the amount allocated to purchasing and/or leasing equipment and furniture; possibly eliminate plans to hire an employee; and attend fewer industry conferences.
Mr. Jack and Mr. Nutt are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Plan of Operation
Assuming we raise the minimum amount in this offering, we believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase any significant equipment. Further we do not expect significant changes in the number of employees.
Upon completion of our public offering, our specific goal is to profitably sell our advisory services. We intend to accomplish the foregoing through the following milestones:
1. | Complete our public offering. We believe this could take up to 180 days from the date the Securities and Exchange Commission declares our offering effective. We will not begin operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period. | |
2. | After completing the offering, we will immediately begin to establish our office and acquire the equipment we need to begin operations. Establishing our offices will take 30 days. We believe that it will cost $15,000 to establish our office. We do not intend to hire employees. One or both of our officers and directors will handle our administrative duties. A detailed breakdown of the cost of operating our office is set forth in the Use of Proceeds section of this prospectus. | |
3. | After our office is established, which we said should be 30 days after completing our offering, we intend to contact officers and companies through our website and by personal contact through Mr. Jack, our president. We plan to attend corporate governance seminars and promote our services. Once we have completed our public offering we will hire an outside web designer to begin development of the website. The negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations. As more service providers are added and as our customer database expands, we will have to be continually upgrading the website. As additional relationships are created, we intend to create a data basis of clients who we intend to interest in new programs. This promotion will ongoing through the life of our operations. | |
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4. | Approximately 60 days after we complete our public offering, we intend to promote our services through traditional sources such as business publications, letters, emails, flyers and mailers. We also intend to attend corporate governance seminars. We intend to market to management of small to medium size public and private corporations to become users of our advisory services. Initially we will aggressively court contacts provided by our president, James M. Jack. We believe that it will cost a minimum of $12,000 for our marketing campaign. If we raise the maximum amount of proceeds from the offering, we will devote an additional $48,000 to our marketing program. Marketing is an ongoing matter that will continue during the life of our operations. | |
5. | Within 90 days from the initial launch of our marketing program, we believe that we will begin generating fees from our advisory services. | |
Until our website is fully operational, we do not believe that clients will use our advisory services. We believe that we will have to spend approximately $5,000 in order to ensure that our website is fully operational. We believe, however, that once our website is operational, we will be able to offer advisory services to potential clients. In this regard, we expect that clients will be able to download some of our marketing literature from our websites, and we will be able to provide real time interactive consultations. We expect that our marketing literature will focus on the benefits to be obtained from using our services. Presently, we have not finalized our marketing literature. If, however, we do not raise the maximum amount of our offering, then we may have to delay or eliminate implementation of real time interactive consultations as a result of the expected cost of implementation.
If we are unable to negotiate suitable terms with any clients or prospective clients to enable us to provide services to their companies, or if we are unable to attract clients to use our advisory services, we may have to suspend or cease operations. The services that we intend to offer include advisory and coaching on topics such as skills assessment; clarifying goals and identifying targets; adapting to a specific corporate culture; effectively communicating with employees, reducing and eliminating personality conflict with in an organization; and time management. These services may be provided to any company who are seeking executive coaching services and may be involved in any industry.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
To become profitable and competitive, we have to sell our services to corporate management. We are seeking equity financing to provide for the capital required to implement our operations.
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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
From Inception on May 18, 2005 to December 31, 2005
During the period we incorporated the company, hired the attorney, and hired the auditor for the preparation of this registration statement. We have prepared an internal business plan. We have reserved the domain name " www.cascadecoachingcorp.com" Our loss since inception is $13,184 of which $10,000 is for legal fees, $3,000 for audit fees, and $184 for filing fees and general office costs. We have not initiated items 2, 3, 4, or 5 of our milestones previously described and will not do so until we have completed this offering. Specifically, with reference to item 2 we have not established an office nor acquired any equipment. With reference to item 3, we have not attended any corporate governance seminars not hired a website designer. With reference to item 4, we have not commenced any promotion, marketing, or advertising. With reference to item 5, we have not generated any fees.
Since inception, we sold 5,000,000 shares of common stock to our officers and directors for $500.00 in cash.
Liquidity and capital resources
To meet our need for cash we are attempting to raise money from this offering. If we raise the minimum amount of this offering, we will implement the plan of operation described in paragraphs 2, 3, 4 and 5 above. We cannot guarantee that once we begin operations we will stay in business after operations have commenced. If we are unable to successfully attract clients to utilize our advisory services, we may quickly use up the proceeds from the minimum amount of money from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
Our president, James M. Jack, is willing to commit to loan us money for our operations until this offering has been completed or until the offering period has expired. There are no documents setting forth this agreement.
Pursuant thereto, if only nominal funds or no funds are raised in our offering then Mr. Jack has agreed not to seek repayment of expenses he has paid on our behalf and we will not be liable to Mr. Jack or any other party for payment of expenses undertaken by Mr. Jack on our behalf. If we do not raise the minimum amount in this offering, we will not be able to satisfy our cash requirements and will immediately go out of business.
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.
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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 June 30, 2006 our total assets were $129 and our total liabilities were $26,581 comprised of $1,500 due to our Auditors and $20,190 owed to James M. Jack, our sole director and president for payments made to our attorney for fees relating to this registration statement and for the incorporation of the company, $0 to open a bank account, $4,500 for audit fees and $391 of accounts payable for filing and general office costs. As of June 30, 2006, we had cash of $129. James M. Jack, our president, 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 effectiv eness of this registration statement by the SEC, we will owe an additional $10,000 to our attorney for services related to this registration statement.
Officers and Directors
Our officers and directors will serve until their respective successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are 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:
Name and Address | Age | Position(s) |
James M. Jack | 29 | president, principal executive officerand |
500-666 Burrard Street | member of the board of directors | |
Vancouver, B.C. | ||
Canada V6C 3P6 | ||
Alfred Nutt | 70 | chief financial officer, secretary/treasurer |
Furstenstrasse 26 | and member of the board of directors | |
9496 Balzers | ||
Liechtenstein |
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Mr. Jack has held his offices/positions since inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders. Mr. Nutt has held his offices/position since June 20, 2006, and is expected to hold his offices/positions until the next annual meeting of our stockholders
Background of our officers and directors
James M. Jack - President, Principal Executive Officer and Director.
Since May 18, 2005, Mr. Jack has been our president, principal executive 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 Canada Ltd., in Surrey, British Columbia, Canada, which operates 20 stores across C anada. 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.
Alfred Nutt - CFO, Principal accounting Officer, Secretary, Treasurer, and director.
Since 2001, Mr. Nutt retired from full-time work and currently manages his family's investment portfolio. From 1986 to 2000, Mr. Nutt was the chief logisitics officer for AAW Production and Distribution Corporation, a private company based in Vaduz, Switzerland, that manufactured and supplied automotive parts to the automobile industry. From September, 2004, through June, 5, 2006, Mr. Nutt was the director and treasurer for Arch Management Services Inc., a company currently listed on the Over-The-Counter-Bulletin-Board. From 1977 to 1986, Mr. Nutt was the director of marketing and sales for Winterthur Insurance Company, an insurance company based in Winterthur, Switzerland, that provides life, property, and liability insurance products. In this position, Mr. Nutt was responsible for a sales team of 35 people. From 1957 to 1977, Mr. Nutt was the Chief Executive Officer, and marketing and sales director, for Verno Corporation, a company based in Vaduz, Switzerland, that markets and sells sporting goods equ ipment. From 1952 to 1956, Mr. Nutt attended, and graduated from, the Superior Professional School of Commerce in Switzerland. From 1956 to 1957, Mr. Nutt attended, and graduated from, Cercle Commercial Suisse Paris (School for Advanced International Trade), in Paris, France. Mr. Nutt devotes approximately 5 hours per week to our operations and will devote additional time as required. Mr. Nutt is not an officer or director of any other reporting company.
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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 M r. 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.
The following table sets forth the compensation paid by us from inception on May 18, 2005,
through June 30, 2006 for our officers and directors. 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 Michael Jack | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
President, Principal | 2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Executive Officer, | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Director | ||||||||
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Alfred Nutt | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Principal Financial | 2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Officer, Secretary, | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Treasurer, Director | ||||||||
We have no employment agreements with any of our officers. 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 officers.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors 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 directors do 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 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.
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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 | Offering | Offering | Sold | Shares are Sold |
James M. Jack | 2,500,000 | 50% | 2,500,000 | 35.71% |
500-666 Burrard Street | ||||
Vancouver, B.C. | ||||
Canada V6C 3P6 | ||||
Alfred Nutt [1] | 2,500,000 | 50% | 2,500,000 | 35.71% |
Furstenstrasse 26 | ||||
9496 Balzers | ||||
Liechtenstein |
[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 his direct stock holdings. Mr. Alfred Nutt 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 officers and directors 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 2,500,000 shares on June 18, 2005. Accordingly, if the minimum number of shares are sold, after June 18, 2006, Mr. Jack could sell up to 30,000 shares every 90 days. If the maximum number of shares are sold, after June 18, 2006, Mr. Jack could sell up to 35,000 shares every 90 days. Alfred Nutt purchased his 2,500,000 shares on June 20, 2006. Accordingly, if the minimum number of shares are sold, after June 20, 2007, Alfred Nutt could sell up to 30,000 shares every 90 days. If the maximum number of shares are sold, after June 20, 2007, Alfred Nutt could sell up to 35,000 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 are two holders of record for our common stock. The record holders are our officers and directors each of whom owns 2,500,000 restricted shares of our common stock.
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.
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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.
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. In June, 2006, James M. Jack sold 2,500,000 of his common stock to Mr. Alfred Nutt, in consideration for $250 cash. The shares represent 100% of our issued and outstanding shares. This represents the complete interest of our current shareholders prior to any future issuance of stock under this registration agreement.
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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.
We are not a party to any pending litigation and none is contemplated or threatened.
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.
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.
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.
Audited financial statements from inception to June 30, 2006, immediately follow:
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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, 2006 and the related statements of operations, changes in stockholders' deficit and cash flows for the year then ended and for the periods from May 18, 2005 (inception) through June 30, 2005 and June 30, 2006. 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, 2006 and the results of its operations and cash flows for the year then ended and for the periods from May 18, 2005 (inception) through June 30, 2005 and June 30, 2006, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Cascade 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.
MALONE & BAILEY, PC
MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas
August 14, 2006
F-1
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CASCADE COACHING CORP.
(A Development Stage Company)
BALANCE SHEET
June 30, 2006
ASSETS | ||||||||||
CURRENT ASSETS | ||||||||||
Cash | $ | 129 | ||||||||
Total Assets | $ | 129 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
CURRENT LIABILITIES | ||||||||||
Loans payable-related party: | $ | 25,081 | ||||||||
Accounts Payable | 1,500 | |||||||||
Total Current Liabilities | 26,581 | |||||||||
STOCKHOLDERS= DEFICIT | ||||||||||
Common stock, $.00001 par, 100,000,000 shares authorized; | ||||||||||
5,000,000 shares issued and outstanding | 50 | |||||||||
Paid-in capital | 450 | |||||||||
Deficit accumulated during development stage | (26,952) | |||||||||
Total Stockholders' Deficit | (26,452) | |||||||||
Total Liabilities and Stockholders= Deficit | $ | 129 | ||||||||
See accompanying summary of accounting policies and notes to financial statements.
F-2
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CASCADE COACHING CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Year ended June 30, 2006 and the Periods from
May 18, 2005 ( Inception) through June 30, 2005 and June 30, 2006
May 18, 2005 | May 18, 2005 | ||||||
Year Ended | (inception) to | (inception) to | |||||
June 30, 2006 | June 30, 2005 | June 30, 2006 | |||||
General and administrative expenses | $ | 16,811 | $ | 10,141 | $ | 26,952 | |
Net loss | $ | (16,811) | $ | (10,141) | $ | (26,952) | |
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-3
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CASCADE COACHING CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from May 18, 2005 (inception) through June 30, 2006
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 | $ | 50 | $ | 450 | - | $ | 500 | |
Net Loss | - | - | - | (10,141) | (10,141) | ||||
Balances, June 30, 2005 | 5,000,000 | $ | 50 | $ | 450 | $ | (10,141) | $ | (9,641) |
Buyback from founder | |||||||||
on June 20, 2006 | (2,500,000) | (25) | (225) | - | (250) | ||||
Issuance to new director | |||||||||
on June 20, 2006 | 2,500,000 | 25 | 225 | - | 250 | ||||
Net Loss | - | - | - | (16,811) | $ | (16,811) | |||
Balances, June 30, 2006 | 5,000,000 | $ | 50 | $ | 450 | $ | (26,952) | $ | ( 26,452) |
See accompanying summary of accounting policies and notes to financial statements.
F-4
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CASCADE COACHING CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Year Ended June 30, 2006 and the Periods from
May 18, 2005 (inception) through June 30, 2005 and June 30, 2006
Period | Period | |||||||
12 Months | from Inception | from Inception | ||||||
Ended | Through | Through | ||||||
June 30, 2006 | June 30, 2005 | June 30, 2006 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Loss | $ | (16,811) | $ | (10,141) | $ | (26,952) | ||
Adjustments to reconcile net loss to net cash used | ||||||||
in operating activities: | ||||||||
Changes in: | ||||||||
Accounts payable | 1,500 | - | 1,500 | |||||
Net cash used in operating activities | (15,311) | (10,141) | (25,452) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from issuance of common stock | - | 500 | 500 | |||||
Proceeds from loan from related party | 14,940 | 10,141 | 25,081 | |||||
Net cash provided by financing activities | 14,940 | 10,641 | 25,581 | |||||
Increase (decrease) in Cash | (371) | 500 | 129 | |||||
Cash at Beginning of Fiscal Year | 500 | - | - | |||||
Cash at End of Fiscal Year | $ | 129 | $ | 500 | $ | 129 | ||
NONCASH FINANCING TRANSACTIONS: | ||||||||
Buyback of 2,500,000 shares of stock | $ | (250) | $ | 0 | $ | (250) | ||
from founder | ||||||||
Issuance of 2,500,000 shares of stock | ||||||||
to new director | $ | 250 | $ | 0 | $ | 250 | ||
See accompanying summary of accounting policies and notes to financial statements.
F-5
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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.
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, 2006, 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-6
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NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, Cascade Coaching incurred initial net losses of $26,952 and 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 current officers. The financial statements do not include any adjustments that might be necessary if Cascade is unable to continue as a going concern.
NOTE 3 - LOANS PAYABLE - RELATED PARTY
The loan represents cash advanced to Cascade by its founder, who is also the current president. The loan is due upon demand, with no interest or collateral.
NOTE 4 - COMMON STOCK
During fiscal year 2006, the founder sold 2,500,000 shares of his common stock to Cascade= s new director for their fair value of $250. The transaction is shown as a buy-back of shares from the founder and an issuance of shares to the new officer by Cascade.
NOTE 5 - INCOME TAXES
Cascade Coaching uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2006 and 2005, Cascade incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $26,952 at June 30, 2006, and will expire in the year 2026.
At June 30, 2006, deferred tax assets consisted of the following:
Deferred tax assets | |||
Net operating losses | $ | 26,952 | |
Less: valuation allowance | ( 26,952) | ||
Net deferred tax asset | $ | 0 | |
F-7
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Until January 23, 2007, 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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