===================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ x ] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007 |
|
| OR |
|
[ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from to |
COMMISSION FILE NUMBER 000-52256
CASCADE COACHING CORP.
(Exact name of registrant as specified in its charter)
Nevada | 98-0469930 |
State or other jurisdiction of incorporation or | (IRS Employer Identification No.) |
organization | |
500-666 Burrard Street
Vancouver, British Columbia V6C 3P6
(Address of principal executive offices)
(604) 897-4263
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The Registrant is a Shell company. Yes [X] No [ ]
As of November 7, 2007, the Company had 6,043,700 shares issued and outstanding.
===================================================================================
PART I
ITEM 1. FINANCIAL STATEMENT
CASCADE COACHING CORP. |
(A Development Stage Company) |
BALANCE SHEETS |
(Unaudited) |
|
| September 30, | | | June 30, | |
| 2007 | | | 2007 | |
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash | $ | 90,945 | | $ | 94,673 | |
|
Total Assets | $ | 90,945 | | $ | 94,673 | |
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | |
CURRENT LIABILITIES | | | | | | |
|
| | | | |
Loans payable-related party | $ | 45,421 | | $ | 45,421 | |
Accounts payable | | 1,725 | | | 0 | |
|
Total Current Liabilities | $ | 47,146 | | $ | 45,421 | |
|
STOCKHOLDERS’ DEFICIT | | | | | | |
Common stock, $.00001 par, 100,000,000 shares authorized; | | | | | | |
6,043,700 shares issued and outstanding | | 60 | | | 60 | |
Paid-in capital | | 110,126 | | | 109,210 | |
Deficit accumulated during development stage | | (66,387 | ) | | (60,018 | ) |
|
Total Stockholders’ Deficit | | 43,799 | | | 49,252 | |
|
Total Liabilities and Stockholders’ Deficit | $ | 90,945 | | $ | 94,673 | |
F-1
-2-
CASCADE COACHING CORP. |
(A Development Stage Company) |
STATEMENTS OF EXPENSES |
(Unaudited) |
|
| | | | | | | | Period from | |
| | | | | | | | May 18, 2005 | |
| | | | | | | | (Inception) | |
| Three Months Ended | | | Three Months Ended | | | Through | |
| September 30, 2007 | | | September 30, 2006 | | | September 30, 2007 | |
|
General and administrative expenses | $ | 5,453 | | $ | 2,154 | | $ | 61,071 | |
Interest Expense | | 916 | | | 0 | | | 5,316 | |
Net loss | $ | (6,369 | ) | $ | (2,154 | ) | $ | (66,387 | ) |
|
Basic and diluted net loss per share | $ | (.00 | ) | $ | (.00 | ) | | | |
|
Weighted average common shares | | | | | | | | | |
outstanding (basic and diluted) | | 6,043,700 | | | 5,000,000 | | | | |
F-2
-3-
CASCADE COACHING CORP. |
(A Development Stage Company) |
STATEMENTS OF CASH FLOWS |
(Unaudited) |
|
| | | | | | | | Period | |
| | Three Months | | | Three Months | | | from May 18, | |
| | | | | | | | 2005 | |
| | | | | | | | (Inception) | |
| | Ended | | | Ended | | | Through | |
| | Sept 30, 2007 | | | Sept 30, 2006 | | | Sept 30, 2007 | |
|
CASH FLOWS FROM OPERATING | | | | | | | | | |
ACTIVITIES | | | | | | | | | |
Net Loss | $ | (6,369 | ) | $ | (2,154 | ) | $ | (66,387 | ) |
Adjustments to reconcile net loss to net cash used | | | | | | | | | |
in operating activities: | | | | | | | | | |
Imputed Interest | | 916 | | | 0 | | | 5,316 | |
|
Change in: | | | | | | | | | |
Accounts payable | | 1,725 | | | (1,500 | ) | | 1,725 | |
|
Net cash used in operating activities | | (3,728 | ) | | (3,654 | ) | | (59,346 | ) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
Proceeds from issuance of common stock | | 0 | | | 0 | | | 104,870 | |
Proceeds from loan from related party | | 0 | | | 3,600 | | | 45,421 | |
|
Net cash provided by financing activities | | 0 | | | 3,600 | | | 150,291 | |
|
Increase (decrease) in Cash | | (3,728 | ) | | (54 | ) | | 90,945 | |
|
Cash at Beginning of Fiscal Year | $ | 94,673 | | $ | 129 | | $ | - | |
|
Cash at End of Period | $ | 90,945 | | $ | 75 | | $ | 90,945 | |
|
|
NON-CASH FINANCING TRANSACTIONS: | | | | | | | | | |
Buyback of 2,500,000 shares of stock | | | | | | | | | |
from founder | $ | - | | $ | - | | $ | (250 | ) |
Issuance of 2,500,000 shares of | | | | | | | | | |
stock to new director | $ | - | | $ | - | | $ | 250 | |
F-3
-4-
CASCADE COACHING CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Cascade Coaching Corp., 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, and should be read in conjunction with the audited financial statements and notes thereto contained in Cascade’s Form 10-KSB. 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 disclosures contained in the audited financial statements for fiscal 2007 as reported in the Form 10-KSB, have been omitted.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, Cascade incurred initial net losses of $66,387 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.
F-4
-5-
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of this report 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 report. 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. We have not yet launched our website but plan to do so in the coming six months. No revenues are anticipated until we begin selling our advisory services to our target market. We believe that we must begin to attend management seminars to generate business contacts and leads to companies that require management consulting that is compatible with our managements experience. We should decide on certain technical aspects of our website, such as how interactive and functional it will be in the next 90 days. The full implementatio n of our website will depend on having adequate funds. We have decided to not purchase any office equipment or to hire any employees until further funds are available. Accordingly, we must raise cash from sources other than operations. We must raise cash to implement our project, attend seminars, advertise and begin our operations. If additional funds are raised, we intend to continue with our plans to devote resources to website development, marketing and advertising, equipment and office furniture, hiring an employee, and attending conferences.
Messrs Jack and 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 administering the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls. This 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
We believe our first priority is to 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.
Our specific goal is to profitably sell our advisory services. We intend to accomplish the foregoing through the following milestones:
-6-
| 1. | Within 90 days from the date of this report we intend to look for further financing for our company though personal contacts of our president Mr. James Jack. We do not intend to hire employees until further funding is available and we can return to our original marketing plan.One or both of our officers and directors will handle our administrative duties. |
| |
| 2. | Approximately 120 days from the date of this report, and depending on our success in locating further funding, we intend to begin promote our services through traditional sources such as business publications, letters, emails, flyers and mailers as well as implementing our first website showcasing our services. We also intend to attend corporate governance seminars. We intend to market to management of small to medium-size public and private corporations. Initially we will aggressively court contacts provided by our president, Mr. Jack. |
| |
| 3. | Within 150 days from the date of this report, and depending on further funding, we believe that we will begin generating fees from our advisory services and we would again consider the possibility of additional employees. |
Until our website is fully operational, we do not believe that clients will use our advisory services. However, once our website is operational, we believe 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 website. Our marketing literature will focus on the benefits of using our services. Presently, we have not finalized our marketing literature. Because we did not raise the maximum amount in our public offering, we have decided to eliminate implementation of real-time interactive consultations as a result of the expected costs, and revisit this possibility depending on the amount of capital we raise in the future.
The services 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 within an organization, and time-management skills. These services may be provided to any company, in any industry, seeking executive coaching services.
If we are unable to negotiate suitable terms with clients or prospective clients, or if we are unable to attract clients to use our advisory services, or if we are unable to find future financing, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will have to 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 that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of new business enterprises, 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 for implementing our operations.
-7-
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 September 30, 2007
From inception in May, 2005 to September 30, 2007, we have incorporated our company and have prepared an internal business plan. We have reserved the domain name "www.cascadecoachingcorp.com."
At inception, we sold 5,000,000 shares of common stock to our officers and directors for $500 in cash. More recently, through our initial public offering, we sold 1,043,700 shares of common stock at $0.10 per share and raised $104,370 in gross proceeds. Our initial public offering was closed on March 5, 2007.
Our loss since inception is $66,387 of which $40,229 is for legal fees, $16,525 for audit fees, $4,317 for filing fees and general office costs, and $5,316 for interest expense.
Liquidity and Capital Resources
As of the date of this report, we have yet to generate any revenues from our business operations.
As of September 30, 2007, our total assets were $90,945 and our total liabilities were $47,146.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On October 25, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-129056, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering. As of September 30, 2007, we raised $104,370 for 1,043.700 shares at $0.10 per share in stock subscriptions from our share offering.
-8-
During the three month period ending September 30, 2007, the Company spent $3,728 of the proceeds of the public offering for administration and professional fees.
ITEM 6. EXHIBITS.
The following Exhibits are attached hereto:
Exhibit No. | Document Description |
|
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), |
| promulgated under the Securities and Exchange Act of 1934, as amended. |
|
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), |
| promulgated under the Securities and Exchange Act of 1934, as amended. |
|
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
| the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
|
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
| the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
-9-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 9th day of November, 2007.
| CASCADE COACHING CORP. |
| |
| BY: | JAMES M. JACK |
| | James M. Jack, President, Principal Executive |
| | Officer and a member of the Board of Directors |
| |
| BY: | ALFRED NUTT |
| Alfred Nutt, Secretary/Treasurer, Principal |
| | Financial Officer, Principal Accounting Officer |
| | and a member of the Board of Directors |
-10-
EXHIBIT INDEX
Exhibit No. | Document Description |
|
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), |
| promulgated under the Securities and Exchange Act of 1934, as amended. |
|
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), |
| promulgated under the Securities and Exchange Act of 1934, as amended. |
|
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
| the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
|
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
| the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
-11-