UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2001
Commission file Number: 333-61442
CASCADIA CAPITAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0222922
(I.R.S. Employer Identification Number)
Suite 2901
1201 Marinaside Crescent
Vancouver, British Columbia
V6Z 2V2
(Address of principal executive offices)
(604)681-9588
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,900,000 common shares as
at July 31, 2001
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
CASCADIA CAPITAL CORPORATION
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of October 31, 2000 and July 31, 2001
Statement of Operations for the periods ended
July 31, 2000 and July 31, 2001
Consolidated Statements of Cash Flows for
the periods ended July 31, 2000 and July 31,
2001
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
Item 2 Plan of Operation
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8K
SIGNATURES
CASCADIA CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
JULY 31, 2001
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
===============================================================================================================================
July 31, October 31,
2001 2000
- -------------------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ 35,360 $ 22,398
===============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 1,100 $ 2,500
-------------- ---------------
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized
100,000,000 common shares with a par value of $0.0001
Issued and outstanding
October 31, 2000 - 4,740,000 common shares
July 31, 2001 - 4,900,000 common shares 490 474
Additional paid-in capital 104,210 24,226
Deficit accumulated during the exploration stage (70,440) (4,802)
-------------- ---------------
34,260 19,898
-------------- ---------------
$ 35,360 $ 22,398
===============================================================================================================================
HISTORY AND ORGANIZATION OF THE COMPANY (NOTE 1)
GOING CONCERN (NOTE 2)
On behalf of the Board of Directors:
/s/ Keith A. Ebert
- ------------------
Keith A. Ebert, Director
The accompanying notes are an integral part of these financial statements
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
===============================================================================================================================
Cumulative
Amounts
From
Incorporation
on
October 29, Three Month Three Month Nine Month Nine Month
1999 to Period Ended Period Ended Period Ended Period Ended
July 31, July 31, July 31, July 31, July 31,
2001 2001 2000 2001 2000
- -------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Consulting fees $ 4,780 $ - $ - $ 4,780 $ -
Exploration fees 4,000 4,000 - 4,000 -
Filing and transfer agent fees 3,250 381 - 3,250 -
Mineral property acquisition costs 50,000 - - 50,000 -
Office and miscellaneous 2,610 29 2,236 308 2,262
Professional fees 5,800 1,100 1,000 3,300 2,500
--------------- --------------- -------------- --------------- ---------------
LOSS FOR THE PERIOD $ (70,440) $ (5,510) $ (3,236) $ (65,638) $ (4,762)
===============================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) $ (0.01)
===============================================================================================================================
WEIGHTED AVERAGE SHARES
OUTSTANDING 4,850,000 4,700,000 4,838,148 4,700,000
===============================================================================================================================
The accompanying notes are an integral part of these financial statements
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited)
===============================================================================================================================
Common Stock Deficit
---------------------------------
Number Accumulated Total
of Shares Additional During the Stock-
Issued and Paid-in Exploration holders'
Outstanding Amount Capital Stage Equity
- ------------------------------------------ ---------------- ---------------- --------------- ---------------- ----------------
INCEPTION, OCTOBER 29, 1999 - $ - $ - $ - $ -
Common shares issued for
services 2,250,000 225 2,025 - 2,250
Common shares issued for cash 2,450,000 245 2,205 - 2,450
Common shares issued for cash 40,000 4 19,996 - 20,000
Net loss for the period - - - (4,802) (4,802)
-------------- -------------- -------------- -------------- --------------
BALANCE, OCTOBER 31, 2000 4,740,000 474 24,226 (4,802) 19,898
Common shares issued for
mineral claims option 100,000 10 49,990 - 50,000
Common shares issued for cash 60,000 6 29,994 - 30,000
Net loss for the period - - - (65,638) (65,638)
-------------- -------------- -------------- -------------- --------------
BALANCE, JULY 31, 2001 4,900,000 $ 490 $ 104,210 $ (70,440) $ 34,260
===============================================================================================================================
The accompanying notes are an integral part of these financial statements
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
===============================================================================================================================
Cumulative
Amounts
From
Incorporation
on
October 29, Nine Month Nine Month
1999 to Period Ended Period Ended
July 31, July 31, July 31,
2001 2001 2000
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (70,440) $ (65,638) $ (4,762)
Items not affecting cash:
Common shares allotted for services 2,250 - 2,250
Common shares issued for mineral claims option 50,000 50,000 -
Changes in non-cash working capital items:
Increase (decrease) in accounts payable and accrued liabilities 1,100 (1,400) 2,500
-------------- --------------- ---------------
Net cash used in operating activities (17,090) (17,038) (12)
-------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares 52,450 30,000 2,450
-------------- --------------- ---------------
Net cash provided by financing activities 52,450 30,000 2,450
-------------- --------------- ---------------
CHANGE IN CASH POSITION DURING THE PERIOD 35,360 12,962 2,438
CASH POSITION, BEGINNING OF THE PERIOD - 22,398 -
-------------- --------------- --------------
CASH POSITION, END OF THE PERIOD $ 35,360 $ 35,360 $ 2,438
===============================================================================================================================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
Cash paid for income taxes $ - $ - $ -
Cash paid for interest - - -
============================================================================ =============== ================ ================
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Common shares allotted for services $ 2,250 $ - $ 2,250
Common shares issued for mineral claims option 50,000 50,000 -
============================================================================ =============== ================ ================
The accompanying notes are an integral part of these financial statements
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2001
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on October 29, 1999 under the laws of the
State of Nevada to engage in any lawful business or activity for which
corporations may be organized under the laws of the State of Nevada and
effectively started its operations on November 1, 1999. The Company is
in the business of exploration and development of mineral properties
and has not yet determined whether its properties contain mineral
resources that may be economically recoverable. The Company therefore
has not reached the development stage and is considered to be an
exploration stage company.
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, changes in stockholders'
equity and cash flows at July 31, 2001 and for the periods then ended
have been made. These financial statements should be read in
conjunction with the audited financial statements of the Company for
the year ended October 31, 2000. The results of operations for the
period ended July 31, 2001 are not necessarily indicative of the
results to be expected for the year ending October 31, 2001.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The
general business strategy of the Company is to acquire mineral
properties either directly or through the acquisition of operating
entities. The continued operations of the Company and the
recoverability of mineral property costs are dependent upon the
existence of economically recoverable reserves, confirmation of the
Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and
upon future profitable production. The Company has incurred operating
losses and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to raise
equity financing as required. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might result
from this uncertainty.
======================================================================================================================
July 31, October 31,
2001 2000
----------------------------------------------------------------------------------------------------------------------
Deficit accumulated during the exploration stage $ (70,440) $ (4,802)
Working capital 34,260 19,898
======================================================================================================================
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2001
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of
revenues and expenses during the period. Actual results could differ
from these estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.
RESOURCE PROPERTIES
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value.
ENVIRONMENTAL REQUIREMENTS
At the report date, environmental requirements related to mineral
claims acquired (Note 5) are unknown and therefore an estimate of any
future cost cannot be made.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". A deferred
tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) result from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and
reporting standards for derivative instruments and for hedging
activities. SFAS 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. In June 1999, the FASB issued SFAS
137 to defer the effective date of SFAS 133 to fiscal quarters of
fiscal years beginning after June 15, 1999. In June 2000, the FASB
issued SFAS No. 138, which is a significant amendment to SFAS 133. The
Company does not anticipate that the adoption of these statements will
have a significant impact on its financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2001
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No.
130 ("SFAS 130"), "Reporting Comprehensive Income". This statement
establishes rules for the reporting of comprehensive income and its
components. The adoption of SFAS 130 had no impact on total
stockholders' equity as of July 31, 2001.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies
to record compensation cost for stock-based employee compensation plans
at fair value. The Company has chosen to account for stock-based
compensation using Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly, compensation
cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the
amount an employee is required to pay for the stock.
LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
share are to be presented. Basic earnings per share is computed by
dividing income available to common shareholders by the weighted
average number of common shares outstanding during the year. Diluted
earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive
common shares.
4. CAPITAL STOCK
On November 14, 2000, the Company issued 100,000 common shares under
Regulation S of the Securities Act of 1933 at a deemed price of $0.50
per share to the optionor of the mineral claims (Note 5b(i)).
On July 15, 2001, the Company issued 60,000 common shares at $0.50 per
share for cash proceeds in the amount of $30,000.
5. MINERAL CLAIMS
On October 21, 2000, the Company entered into an option agreement to
acquire a 100% undivided interest in certain mining claims known as the
Thibert Creek Mining properties located in the Liard Mining Division of
British Columbia. As the claims do not contain any known reserves, the
acquisition costs will be expensed as incurred. To exercise its option,
the Company must:
a) Pay the optionor the sum of $50,000 as follows:
i) $25,000 on or before December 31, 2001; and ii) an additional
$25,000 on or before December 21, 2002.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2001
================================================================================
5. MINERAL PROPERTY (cont'd...)
b) Issue to the optionor a total of 1,000,000 common shares of the
Company as follows:
i) 100,000 shares at a deemed price of $0.50 (Note 4);
ii) 200,000 shares upon the completion of a first phase of a work
program on the property;
iii) 200,000 shares upon the completion of
a second phase of a work program on the property; and
iv) 500,000 shares upon the completion of a third phase of a work
program on the property.
c) Incur exploration expenditures of $100,000 on the property as
follows:
i) $10,000 on or before September 1, 2001 ($4,000 paid);
ii) a further $40,000 on or before June 1, 2002; and
iii) a further $50,000 on or before December 31, 2002.
Upon commencement of production, the Company is subject to a 3% net
smelter returns royalty.
6. INCOME TAXES
For income tax purposes, the Company has a net operating loss
carryforward ("NOL") at July 31, 2001 of approximately $70,440 which
will begin to expire in 2019 if not offset against future federal
taxable income. There may be certain limitations as to the future
annual use of the NOLs due to certain changes in the Company's
ownership.
The Company has deferred tax assets of approximately $23,480 at July
31, 2001, resulting primarily from net operating loss carryforwards.
The deferred tax assets have been fully offset by a valuation allowance
resulting from the uncertainty surrounding their future realization.
Computed "expected" tax benefit $ 23,480
Decrease in tax benefit resulting from net operating loss
for which no benefit is currently available (23,480)
------------
$ -
===========
7. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents, accounts payable and accrued liabilities. Unless otherwise
noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these
financial instruments. The fair value of these financial instruments
approximate their carrying values, unless otherwise noted.
PLAN OF OPERATIONS
The following discussion of the plan of operations of the Company should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the nine months ended July 31,
2001. This quarterly report contains certain forward-looking statements and the
Company's future operation results could differ materially from those discussed
herein.
We currently have minimal ongoing cash requirements. Management of our company
does not receive compensation and office space is provided to our company by
management on a rent free basis. At the end of the fiscal period for the nine
months ended July 31, 2001, we had approximately US$35,000 in our treasury.
These funds will satisfy our cash requirements for the next 12 months.
Management will continue to seek investors who are interested in subscribing for
our common shares in order to fund exploration of our existing mining properties
as well as the acquisition of new properties.
In July, 2001, management of our company completed phase one exploration on our
PT claim block in the Liard Mining Division of British Columbia. Initial
exploration was also carried out on our Birch Placer Claim. Management is
currently reviewing exploration and assay results from phase one exploration to
determine whether a phase two exploration program is warranted on the PT Claims
and whether a phase one exploration program is warranted on the adjoining Vowel
Claim block.
Management is reviewing particulars of additional properties in Southwest
British Columbia for a potential acquisition.
Our company does not expect to purchase or sell any plant or significant
equipment in the next 12 months nor do we expect significant changes in the
number of our employees.
"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-QSB are forward-looking statements based
on current expectations and involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements under the following
heading: "Plan of Operations" the timing and expected profitable results of
sales and the need for no additional financing.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
None
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5 OTHER INFORMATION
None
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CASCADIA CAPITAL CORPORATION
Dated: September 13, 2001 Per: /s/ Keith A. Ebert
-----------------------------------------
Keith A. Ebert, President and Director