File Date: August 16, 2005 File
Number: 333- 124284
===============================================================
FORM SB-2
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2 /A
(AMENDMENT #2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CASCADE TECHNOLOGIES CORP.
--------------------------------------------------------------
(Name of small business issuer in its charter)
Wyoming 3674 98-0440633
- ------------------------ ---------------------------------- -------------------
(State or Jurisdiction (Primary Standard Industrial (I.R.S Employer
of Incorporation) Classification Code Number) Identification No.)
Suite # 358 - 255 Newport Drive
Port Moody BC, Canada.
Phone: (604) 307-3011.
Facsimile (604) 461-9339.
(Address and telephone number of principal executive offices)
AAA Corporate Services, Inc.
1620 Central Ave., #202
Cheyenne, Wyoming 82001
Phone: (307) 635-8700
(Name, address and telephone number of agent for service)
Copies To:
Adam U. Shaikh, Esq.
The Law Offices of Adam U. Shaikh, Chtd
7917 Autumn Gate Ave
Las Vegas, NV 89131
Phone: 702-296-3575
Facsimile: 702--549-2265
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration becomes effective.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: [ ]
1
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CALCULATION OF REGISTRATION FEE
-------------------------------
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price aggregate Registration
registered registered per unit(2) offering price fee
- ------------------- ------------ ---------------- ---------------- ------------
Common(1) 930,000 $.10 $93,000 $10.94
(1) This amount represents shares to be resold by certain selling
stockholders
(2) Estimated pursuant to Rule 457(e) solely for the purpose of calculating
the registration fee for the shares of the selling security holders
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
2
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SUBJECT TO COMPLETION
The information in this preliminary prospectus is not complete and may be
changed. The securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the sale is not permitted.
===============================================================================
PRELIMINARY PROSPECTUS
CASCADE TECHNOLOGIES CORP.
(A Wyoming Corporation)
930,000 Shares of Common Stock
$0.10 per share.
Prior to this offering, there has been no public market for our stock.
The selling shareholders named in this prospectus are offering all of the
shares of common stock offered through this prospectus. Cascade Technologies
Corp. will not receive any proceeds from this offering and has not made any
arrangements for the sale of these securities. We have, however, set an
offering price for these securities of $.10 per share. This offering will
expire on ___________
THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK TO PUBLIC INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT (SEE "RISK FACTORS" ON PAGE _____).
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 offence.
We have not authorized any dealer, salesman or any other person to give any
information or to make any representations not contained in this prospectus.
Any information or representation not contained in this prospectus must not
be relied upon as having been authorized by Cascade Technologies Corp.
The Date of this Prospectus, subject to completion, is ________.
3
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY......................................................5
RISK FACTORS............................................................6
USE OF PROCEEDS.........................................................9
DETERMINATION OF OFFERING PRICE.......................................Deleted
DILUTION................................................................9
SELLING SECURITY HOLDERS................................................10
PLAN OF DISTRIBUTION....................................................15
LEGAL PROCEEDINGS.......................................................16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............16
EXECUTIVE COMPENSATION..................................................18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..........18
DESCRIPTION OF SECURITIES...............................................19
DESCRIPTION OF OUR BUSINESS.............................................21
PLAN OF OPERATION.......................................................29
CRITICAL ACCOUNTING POLICIES............................................30
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................31
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES......................................32
INTEREST OF NAMED EXPERTS AND COUNSEL...................................33
CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS...........................33
FINANCIAL STATEMENTS...................................................F-1 F-12
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4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus.
OUR BUSINESS
Cascade Technologies Corp. ("Cascade", "We", "Us", "Our" or the "Company") was
incorporated under the laws of Wyoming on January 16th, 2004 as Akron
Technologies. We changed our name to Cascade Technologies on March 9, 2004.
The current executive office of Cascade is Suite # 358 - 255 Newport Drive Port
Moody BC, Canada. The telephone number is (604) 307-3011. The fax number is
(604) 461-9339. We maintain a website at www.cascadetechnologies.net. Any
information displayed on the website is not part of this prospectus.
We are a development stage company who plans to be a non-franchised stocking
distributor who buys and sells semiconductors, electro-mechanical and passive
components. Generally, a non-franchised stocking distributor is one who buys
and sells parts independent of the parts manufacturer. We are not an authorized
distributor for the parts we plan to sell nor do we plan to engage in a formal
franchise agreement with any manufacturer. To date, we have only been in
the organizational stages. We have had limited operations to date.
THE OFFERING
We are registering 930,000 shares of common stock held by certain selling
security holders of the Company. The Company will receive no proceeds from the
sales of these securities. There is currently no public market for our
securities. The selling security holders sell their shares at a price of $.10
until the shares are traded on a market or exchange, at which time they will be
sold at prevailing market prices. We have agreed to pay all estimated expenses
of registering the securities.
SECURITIES OUTSTANDING
As of June 29 , we had 10,930,000 shares of common stock, no par value,
outstanding. Of those shares, 10,000,000 shares were owned by the Company's
officers and directors. Such officers' and directors' shares are restricted
stock and may only be resold in compliance with Rule 144 of the Securities Act
of 1933. As of June 29 , 200 5 , there were 51 shareholders of
record of our common stock. We are registering 930,000 shares held by 48
shareholders for resale.
There is currently no public market for our securities.
5
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RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING CASCADE AND ITS
BUSINESS. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE
BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR
FUTURE PERFORMANCE OF CASCADE.
===============================================================================
BECAUSE WE HAVE A LIMITED HISTORY, YOU WILL HAVE LIMITED INFORMATION UPON WHICH
TO BASE YOUR INVESTMENT DECISION.
We were incorporated on January 16, 2004. We have a limited history upon which
to base any projection as to the likelihood that we will prove successful in
our current business plan, and thus there can be no assurance that we will
achieve profitable operations or even generate any operating revenues.
Moreover, we have no prior experience in operating a non-franchised stocking
distributor of semiconductors, electro-mechanical and passive components.
Potential investors should be aware that there is a substantial risk of failure
associated with new business ventures as a result of problems encountered in
connection with the commencement of new operations. These include, but are not
limited to, unanticipated problems relating to the marketing, the entry of new
competition and unknown or unexpected additional costs and expenses that may
exceed current estimates.
BECAUSE OUR AUDITOR HAS ISSUED A GOING CONCERN OPINION REGARDING OUR COMPANY,
THERE IS AN INCREASED RISK ASSOCIATED WITH AN INVESTMENT IN OUR COMPANY.
We have incurred cumulative net losses of approximately $15,490 since our
inception. We have not attained profitable operations and are dependent upon
obtaining financing to continue operations. As of February 28, 2005 we had cash
in the amount of $78,868. We have forecasted expenditures of $170,000 for the
next twelve months as set forth above. Therefore, we will require financing in
the approximate amount of $91,132 to pursue our business plan for the next
twelve months. Our ability to raise additional financing is unknown. We do not
have any formal commitments or arrangements for the advancement or loan of
funds. For these reasons, our auditors stated in their report that they have
substantial doubt we will be able to continue as a going concern. As a result,
there is an increased risk that you could lose the entire amount of your
investment in our company.
6
WE ARE SUSCEPTIBLE TO UNKNOWINGLY MARKETING COUNTERFEIT PARTS WHICH MAY EXPOSE
US TO FINANCIAL RISK.
The electronic component industry is fraught with dealers selling counterfeit
parts. We may unwillingly purchase counterfeit parts which we would not be able
to resell. Should this happen, the financial impact would be substantial as the
components in this industry have a high average selling price. Such occurrence
may, in fact, cause our business to fail.
WE RELY HEAVILY ON OUR OFFICERS AND DIRECTORS TO IMPLEMENT OUR BUSINESS PLAN,
AND A LOSS OF ANY OF THEM MAY SEVERELY IMPACT OUR ABILITY TO CONTINUE.
We depend on the services of our officers and directors. Our success depends on
the decisions made by our officer and directors based on their experience in
the industry. The loss of services of any of our officers and directors could
have an adverse effect on our business, financial condition and results of
operations. There is no assurance that our officers will not leave us or
compete against us in the future, as we presently have no employment agreement
with any of the officers.
IT IS NOT ANTICIPATED THAT CASH DIVIDENDS WILL BE PAID OUT IN THE FORESEEABLE
FUTURE.
The Board of Directors does not anticipate paying cash dividends on the Common
Stock for the foreseeable future and intends to retain any future earnings to
finance the growth of Cascade's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements, and the general
operating and financial condition of Cascade, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE
TO SELL THEIR SHARES
A market for our common stock may never develop. We currently plan to apply for
listing of our common stock on the NASD over-the-counter bulletin board upon
the effectiveness of the registration statement of which this prospectus forms
a part. However, our shares may never be traded on the bulletin board, or, if
traded, a public market may not materialize. If our common stock is not traded
on the bulletin board or if a public market for our common stock does not
develop, investors may not be able to re-sell the shares of our common stock
that they have purchased and may lose all of their investment.
IF THE SELLING SHAREHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN
BLOCKS, THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE.
7
The selling shareholders are offering 930,000 shares of our common stock
through this prospectus. Our common stock is presently not traded on any market
or securities exchange, but should a market develop, shares sold at a price
below the current market price at which the common stock is trading will cause
that market price to decline. Moreover, the offer or sale of a large number of
shares at any price may cause the market price to fall. The outstanding shares
of common stock covered by this prospectus represent approximately 9% of the
common shares outstanding as of the date of this prospectus.
YOUR RELIANCE ON INFORMATION CONTAINED IN THIS PROSPECTUS
In deciding whether to invest in our securities, you should rely on the
information contained in this prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
The Selling Stockholders are offering to sell, and seeking offers to buy,
shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of the securities. You must not consider that the
delivery of this prospectus or any sale of the securities covered by this
prospectus implies that there has been no change in our affairs since the date
of this prospectus or that the information contained in this prospectus is
current or complete as of any time after the date of this prospectus.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks
and uncertainties. We use words such as "anticipates", "believes", "plans",
"expects", "future", "intends" and similar expressions to identify these
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this prospectus.
Our actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks described in
"Risk factors" and elsewhere in this prospectus. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results , unless certain events or circumstances arise that would
cause information in this prospectus to be deemed materially misleading.
8
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders
9
SELLING SECURITY HOLDERS
The following table identifies the selling stockholders, lists any relationship
they have had with us since inception and provides information regarding the
shares the selling stockholders beneficially own and may sell. The estimated
securities owned after the offering assumes that all of the shares registered
under this prospectus are sold. However, we do not have any agreements or
understandings with the selling stockholders which would require them to sell
their shares.
Securities Owned Prior To Securities Owned After
Offering Offering
Name, Address, and Relationship Number Of Shares Being
Shares Percent Registered Shares Percent
- ------------------------------- --------- ---------- ---------------------- -------- -----------
Robyn Hollingshead(1)
1346 Honeysuckle Lane,
Coquitlam BC 70,000 1% 70,000 -0- -0-
V3E 2N6
--------- ---------- ---------------------- -------- -----------
Ray Merry (2)
709 Carleton Dr 57,500 1% 57,500 -0- -0-
Port Moody, BC
V3H 3K7
--------- ---------- ---------------------- -------- -----------
Antonio Marinelli
6856 Imperial St. 2,000 <1% 2,000 -0- -0-
Burnaby, BC
V5E 1N4
--------- ---------- ---------------------- -------- -----------
Jeff Milner
215-201 Cayer St. 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3K 5A9
--------- ---------- ---------------------- -------- -----------
Franco Mandarino
3494 Dieppe Dr. 1,000 <1% 1,000 -0- -0-
Vancouver, BC
V5M 4C7
--------- ---------- ---------------------- -------- -----------
Margaret L. MacQuarrie
8854 Larkfield Dr. 1,000 <1% 1,000 -0- -0-
Burnaby, BC
V5A 4L1
--------- ---------- ---------------------- -------- -----------
10
Securities Owned Prior To Securities Owned After
Offering Offering
Name, Address, and Relationship Number Of Shares Being
Shares Percent Registered Shares Percent
- ------------------------------- --------- ---------- ---------------------- -------- -----------
John L. Patrick
8854 Larkfield Dr. 1,000 <1% 1,000 -0- -0-
Burnaby, BC
V5A 4L1
--------- ---------- ---------------------- -------- -----------
Sandra DiPalma
944 Shiloh Court 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3C 5B5
--------- ---------- ---------------------- -------- -----------
Vince DiPalma
944 Shiloh Court 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3C 5B5
--------- ---------- ---------------------- -------- -----------
David Weloy
11534 239A St. 5,000 <1% 5,000 -0- -0-
Maple Ridge, BC
V2W 1Y4
--------- ---------- ---------------------- -------- -----------
Tracy Weloy
11534 239A St. 5,000 <1% 5,000 -0- -0-
Maple Ridge, BC
V2W 1Y4
--------- ---------- ---------------------- -------- -----------
Irene Fabbian
3309 Rakanna Place 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3E 3B2
--------- ---------- ---------------------- -------- -----------
Ernie Fabbian
3309 Rakanna Place 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3E 3B2
--------- ---------- ---------------------- -------- -----------
Angelo Bavaro
888 Herrmann St. 3,500 <1% 3,500 -0- -0-
Coquitlam, BC
V3C 6E7
--------- ---------- ---------------------- -------- -----------
Michael L. Caf{e'}
7611 Endersby St. 1,000 <1% 1,000 -0- -0-
Burnaby, BC
V3N 3Y8
--------- ---------- ---------------------- -------- -----------
Patti Caf{e'}
7611 Endersby St. 1,000 <1% 1,000 -0- -0-
Burnaby, BC
V3N 3Y8
--------- ---------- ---------------------- -------- -----------
Brenda Dowell
771 Paisley Ave. 1,000 <1% 1,000 -0- -0-
Port Coquitlam, BC
V3B 2K6
--------- ---------- ---------------------- -------- -----------
Mark Dowell
771 Paisley Ave. 1,000 <1% 1,000 -0- -0-
Port Coquitlam, BC
V3B 2K6
--------- ---------- ---------------------- -------- -----------
11
Securities Owned Prior To Securities Owned After
Offering Offering
Name, Address, and Relationship Number Of Shares Being
Shares Percent Registered Shares Percent
- ------------------------------- --------- ---------- ---------------------- -------- -----------
Cari L. Best
609 Kemsley Ave. 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3J 3Z1
--------- ---------- ---------------------- -------- -----------
Peter Van Hoof
830 Greenacres Rd. 1,000 <1% 1,000 -0- -0-
Kamloops, BC
V2B 6J7
--------- ---------- ---------------------- -------- -----------
John Nykyforchyn
285 Sherwood Dr. 1,000 <1% 1,000 -0- -0-
Kamloops, BC
V2B 4E1
--------- ---------- ---------------------- -------- -----------
Silvano Muliner
762 Pine St. 1,000 <1% 1,000 -0- -0-
Kamloops, BC
V2C 2Z8
--------- ---------- ---------------------- -------- -----------
Elizabeth J. Smith
1244 12th St. 1,000 <1% 1,000 -0- -0-
Kamloops, BC
V2B 3C7
--------- ---------- ---------------------- -------- -----------
Starrett Smith
248 Larch Ave 1,000 <1% 1,000 -0- -0-
Kamloops, BC
V2B 1C9
--------- ---------- ---------------------- -------- -----------
John F. Goddyn
708 10th St. 1,000 <1% 1,000 -0- -0-
Kamloops, BC
V2B 2Z6
--------- ---------- ---------------------- -------- -----------
Edward J. Smith
1244 12th St. 373,000 3.4% 373,000 -0- -0-
Kamloops, BC
V2B 3C7
--------- ---------- ---------------------- -------- -----------
Shawna Carroll-Scabar
15344 112th Ave 1,000 <1% 1,000 -0- -0-
Surrey, BC
V3R 8Y8
--------- ---------- ---------------------- -------- -----------
Brian Rogodzinski
2156 Brookmount St. 1,000 <1% 1,000 -0- -0-
Coquitlam, BC
V3J 6V5
--------- ---------- ---------------------- -------- -----------
Shawn Scabar
15344 112th Ave 1,000 <1% 1,000 -0- -0-
Surrey, BC
V3R 8Y8
--------- ---------- ---------------------- -------- -----------
12
Securities Owned Prior To Securities Owned After
Offering Offering
Name, Address, and Relationship Number Of Shares Being
Shares Percent Registered Shares Percent
- ------------------------------- --------- ---------- ---------------------- -------- -----------
Jason Cresswell
2690 Claymore Place 1,000 <1% 1,000 -0- -0-
Burnaby, BC
V3J 7C2
--------- ---------- ---------------------- -------- -----------
Randy Watkins
3330 Finley St. 1,000 <1% 1,000 -0- -0-
Port Coquitlam, BC
V3B 3H2
--------- ---------- ---------------------- -------- -----------
Randy Thomas
215 12th St. Ste 101 2,000 <1% 2,000 -0- -0-
New Westminster, BC
V3M 4H4
--------- ---------- ---------------------- -------- -----------
John Thomas
1310 Cariboo St., Ste 410 2,000 <1% 2,000 -0- -0-
New Westminster
BC, V3M 1X2
--------- ---------- ---------------------- -------- -----------
Grant Shellborn
689 Omineca 5,000 <1% 5,000 -0- -0-
Port Coquitlam, BC
V3B 7N9
--------- ---------- ---------------------- -------- -----------
Paul Brock
255 Newport Dr., Ste 321 7,000 <1% 7,000 -0- -0-
Port Moody, BC
V3H 5H1
--------- ---------- ---------------------- -------- -----------
Christopher Heaton
2551 Parkview Lane, Ste 118 10,000 <1% 10,000 -0- -0-
Port Coquitlam, BC
V3C 6J8
--------- ---------- ---------------------- -------- -----------
Kimberly Heaton
2551 Parkview Lane, Ste 118 5,000 <1% 5,000 -0- -0-
Port Coquitlam, BC
V3C 6J8
--------- ---------- ---------------------- -------- -----------
Julia Dow
263 Balmoral Place 1,000 <1% 1,000 -0- -0-
Port Moody, BC
V3H 4B9
--------- ---------- ---------------------- -------- -----------
Erin Fowler
319 Highland Way, Ste 3 1,000 <1% 1,000 -0- -0-
Port Moody, BC
V3V 3V6
--------- ---------- ---------------------- -------- -----------
13
Securities Owned Prior To Securities Owned After
Offering Offering
Name, Address, and Relationship Number Of Shares Being
Shares Percent Registered Shares Percent
- ------------------------------- --------- ---------- ---------------------- -------- -----------
Kelly Lawrence
919 Crestwood Dr. 6,000 <1% 6,000 -0- -0-
Coquitlam, BC
V3J 5S7
--------- ---------- ---------------------- -------- -----------
Henry E. Aldred
3104 St. George St. 1,500 <1% 1,500 -0- -0-
Port Moody, BC
V3H 2H7
--------- ---------- ---------------------- -------- -----------
Wendy E. Aldred
3104 St. George St. 3,500 <1% 3,500 -0- -0-
Port Moody, BC
V3H 2H7
--------- ---------- ---------------------- -------- -----------
Curtis J. Gulliford
8930 Walnut Grove Drive, Ste 49 3,500 <1% 3,500 -0- -0-
Langley, BC
V1M 3K2
--------- ---------- ---------------------- -------- -----------
Tricia L. Gulliford
8930 Walnut Grove Drive, Ste 49 2,500 <1% 2,500 -0- -0-
Langley, BC
V1M 3K2
--------- ---------- ---------------------- -------- -----------
Dianne Armour
1190 Lansdowne Dr., Ste 228 155,000 1.5% 155,000 -0- -0-
Coquitlam, BC
V3E IJ7
--------- ---------- ---------------------- -------- -----------
Doug Buchanan
4380 Halifax St., Ste 304 2,500 <1% 2,500 -0- -0-
Burnaby, BC
V5C 6R3
--------- ---------- ---------------------- -------- -----------
Peter A. Read
11887 Cherrington Place
Maple Ridge 2,500 <1% 2,500 -0- -0-
BC, V2X 8R4
--------- ---------- ---------------------- -------- -----------
Gary R. Bandurka
1190 Lansdowne Dr., Ste 228 180,000 2% 180,000 -0- -0-
Coquitlam, BC
V3E IJ7
--------- ---------- ---------------------- -------- -----------
(1) Robyn Hollingshead is the wife of the President/Director Bruce Hollingshead
(2) Ray Merry is the husband of director Shannon MacQuarrie.
14
The shares owned or to be owned by the selling shareholders are registered
under rule 415 of the general rules and regulations of the Securities and
Exchange Commission, concerning delayed and continuous offers and sales of
securities. In regard to the offer and sale of such shares, we have made
certain undertakings in Part II of the registration statement of which this
prospectus is part, by which, in general, we have committed to keep this
prospectus current during any period in which these persons make offers to sell
or sell the covered securities pursuant to rule 415.
PLAN OF DISTRIBUTION
We are registering certain shareholders securities to sell on a delayed or
continuous basis. The selling shareholders may, from time to time, sell any or
all of their shares of common stock on any stock exchange, market or trading
facility on which the shares are traded. These sales may be at fixed or
negotiated prices.
Under the securities laws of certain states, the shares of common stock may be
sold in such states only through registered or licensed brokers or dealers.
The Selling Shareholders are advised to ensure that any underwriters, brokers,
dealers or agents effecting transactions on behalf of the Selling Shareholders
are registered to sell securities in all fifty states. In addition, in certain
states the shares of common stock may not be sold unless the shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
The selling shareholders and any broker-dealers that act in connection with the
sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of shares sold by them while acting
as principals might be deemed to be underwriting discounts or commissions under
the Securities Act.
The Selling Shareholders should be aware that the anti-manipulation
provisions of Regulation M under the Exchange Act will apply to purchases and
sales of shares of common stock by the Selling Shareholders, and that there are
restrictions on market-making activities by persons engaged in the distribution
of the shares. Under Registration M, the Selling Shareholders or their agent
may not bid for, purchase, or attempt to induce any person to bid for or
purchase, shares of our common stock while such Selling Shareholders are
distributing shares covered by this prospectus. Accordingly, except as noted
below, the selling shareholders are not permitted to cover short sales by
purchasing shares while the distribution is taking place. The Selling
Shareholders are advised that if a particular offer of common stock is to be
made on terms constituting a material change from the information set forth
above with respect to the Plan of Distribution, then, to the extent required, a
post-effective amendment to the accompanying registration statement must be
filed with the Securities and Exchange Commission.
15
We will pay all expenses incident to the registration, offering and sale of the
shares of common stock to the public hereunder other than commissions, fees and
discounts of underwriters, brokers, dealers and agents. We will receive no
proceed in connection with the sales of securities in this prospectus. We
estimate the costs for this offering to be approximately $31,000.00
LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings and, to the best of
our knowledge, no such action by or against the Company has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Officers and directors of the company are listed below. Directors are elected
to hold office until the next annual meeting of shareholders and until their
successors are elected or appointed and qualified. Officers are appointed by
the board of directors until a successor is elected and qualified or until
resignation, removal or death.
Name Age Position
- ----------------- ------------------------ --------------------------
Bruce Hollingshead 34 President/Director
Christine Thomas 56 Secretary/Treasurer
Shannon MacQuarrie 41 Director
Officers and Directors
- ----------------------------
BRUCE HOLLINGSHEAD --PRESIDENT/DIRECTOR
Bruce Hollingshead has 15 years of extensive experience with semiconductor
companies and start ups in Canada. Included in his experience are a variety of
senior sales positions in the top 3 global distribution companies of
semiconductor products. From June 2000 to March 2003, Mr. Hollingshead was a
Project Manager for Pioneer Standard Electronics, company based in Ohio. His
duties included the negotiation of prices of 10 different key product lines
with factories on behalf of 50 different customers. From March 2003 to the
present, Mr. Hollingshead has held the position of Strategic Account Manager
with Future Electronics, a Canadian company. His current
responsibilities include managing the South East Asian market as well as other
emerging accounts. Mr. Hollingshead attended Douglas College in New West
B.C for two years before leaving to pursue a career in the semiconductor
industry.
16
CHRISTINE THOMAS -- CORPORATE SECRETARY, TREASURER
Christine Thomas has over 25 years experience in the semiconductor, passive and
electro-mechanical industry. Ms. Thomas has held various senior sales positions
within the top 10 semiconductor distribution companies in the world including
Avnet, Wyle Electronics, Anthem Electronics and Arrow Electronics. From
July of 1998 to February of 2003, Ms. Thomas a Sales Executive for original
equipment manufacturer accounts in British Colombia. Ms. Thomas currently holds
the position of Sales Executive with Pioneer Standard Electronics for original
equipment manufacturer accounts in British Colombia and Alberta. Ms. Thomas
has had no post secondary education
SHANNON MACQUARRIE -- DIRECTOR
Shannon MacQuarrie has 15 years of experience in the brokerage securities
business with several different companies. The last two companies that she
worked for were Midland Walwyn now CIBC Wood Gundy and First Marathon
Securities now National Bank. In working with these companies Ms. MacQuarrie
has held several different positions in the securities department and trading
department. From 2000 to the middle of 2002, Ms. MacQuarie was self
employed as an independent investor . From 2002 to present, Ms.
MacQuarrie has been a part owner and manager/administrator for SRM Enterprises
Inc, a real estate development Company. Also, since 2002, Ms. MacQuarrie has
consulted as a manager/administrator for Buena Vista Properties Inc., a real
estate development Company. Ms. MacQuarrie has had no post secondary
education.
17
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid or accrued since inception of Cascade to our officers and
directors.
Annual Compensation Long term compensation
--------------------------- ----------------------
Awards Awards Payouts
---------- ---------- -----------
Name and Other Restricted Securities
Principal Annual Stock Options LTIP All Other
Position Year Salary($) Bonus($) Compensaion Awards /SARs payout compensation
- ------------------- ---- --------- -------- ----------- ------------ ---------- ------ ------------
Bruce Hollingshead 2004 -0- -0- -0- 5,000,000 -0- -0- -0-
President/ Director
Christine Thomas 2004 -0- -0- -0- 2,500,000 -0- -0- -0-
Secretary/Treasurer
Shannon MacQuarrie 2004 -0- -0- -0- 2,500,000 -0- -0- -0-
Director
It is not anticipated that the officers and directors will receive monetary
compensation until such time as the Company is profitable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information about beneficial ownership
of our common stock as of the date of this prospectus by each officer and
director, by any person or group who is known by us to own more than 5% of our
common stock, and by the officers and directors as a group.
Title of Class Name and Address Amount and Nature
Percent of Of Beneficial Owner of Beneficial Owner Class
- -------------- ------------------- ------------------- -----
Common Bruce Hollingshead(1) 5,070,000(4) 46%
1346 Honeysuckle Lane
Coquitlam, BC V3E 2N6
Common Christine Thomas(2) 2,500,000 23%
1215 Lansdowne Drive, Ste 410
Coquitlam, BC V3E 2P2
Common Shannon MacQuarrie(3) 2,557,500 23%
709 Carleton Drive
Port Moody, BC V3H 3K7
Common Officers and Directors
as a Group 10,127,500 93%
18
(1) President/Director
(2) Secretary/Treasurer
(3) Director
(4) 70,000 shares are held by Robyn Hollingshead, the wife of Bruce
Hollingshead
(5) 57,500 shares are held by Ray Merry, the husband of director Shannon
MacQuarrie.
DESCRIPTION OF SECURITIES
GENERAL DESCRIPTION.
The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 50,000,000 shares of common stock, with
no par value. The holders of the Shares: (a) have equal ratable rights to
dividends from funds legally available therefore, when, as, and if declared by
the Board of Directors of Cascade.; (b) are entitled to share ratably in all of
the assets of Cascade available for distribution upon winding up of the affairs
of Cascade; (c) do not have preemptive subscription or conversion rights and
there are no redemption or sinking fund applicable thereto; and (d) are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of shareholders. These securities do not
have any of the following rights: (a) cumulative or special voting rights; (b)
preemptive rights to purchase in new issues of Shares; (c) preference as to
dividends or interest; (d) preference upon liquidation; or (e) any other
special rights or preferences. In addition, the Shares are not convertible
into any other security. There are no restrictions on dividends under any loan
other financing arrangements or otherwise. See a copy of the Articles of
Incorporation, and amendments thereto, and Bylaws of Cascade., attached as
Exhibits, respectively, to this prospectus. As of the date of this prospectus,
Cascade has 10,930,000 Shares of common stock outstanding.
NON-CUMULATIVE VOTING.
The holders of shares of Common Stock of Cascade do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose. In such event, the holders of the remaining
shares will not be able to elect any of Cascades directors.
19
DIVIDENDS.
Cascade does not currently intend to pay cash dividends. Cascade's proposed
dividend policy is to make distributions of its revenues to its stockholders
when Cascades Board of Directors deems such distributions appropriate. Because
Cascade does not intend to make cash distributions, potential shareholders
would need to sell their shares to realize a return on their investment.
There can be no assurances of the projected values of the shares, nor can there
be any guarantees of the success of Cascade.
Stock dividends of Cascade stock will be made only when, in the judgment
of Cascade's Board of Directors, it is in the best interest of Cascade's
stockholders to do so. The Board of Directors will review, among other
things, the ta x consequences of the distribution as well as the
market effects of an initial or broader distribution of such securities.
POSSIBLE ANTI-TAKEOVER EFFECTS OF AUTHORIZED BUT UNISSUED STOCK.
Currently, Cascade's authorized but unissued capital stock consists of shares
of common stock. One effect of the existence of authorized but unissued
capital stock may be to enable the Board of Directors to render more difficult
or to discourage an attempt to obtain control of Cascade by means of a merger,
tender offer, proxy contest, or otherwise, and thereby to protect the
continuity of Cascade's management.
TRANSFER AGENT
Our transfer agent is First American Stock Transfer, 706 East Bell Road #202
Phoenix AZ 85022 .
20
OUR BUSINESS
BUSINESS OVERVIEW.
Cascade Technologies Corp. was incorporated in Wyoming in January of 2004 as
Akron Technologies, Inc. In March of 2004, we changed our name to Cascade
Technologies Corp. To date, we have had no operations or revenue. Our
activities have been limited to organizational activities since inception. We
hope to develop an independent, non-franchised stocking distributor of
semiconductors, electro-mechanical and passive components. We maintain a
website at www.cascadetechnologies.net. Any information displayed on the
website is not part of this prospectus.
THE COMPANY
It is our plan to develop an independent, non-franchised stocking distributor
who buys and sells semiconductors, electro-mechanical and passive components.
We plan to service original equipment manufacturers ("OEM's) and maintenance,
repair and overhaul customers ("MRO's") in emerging markets around the world
including North America, Europe and Asia. Our officers and directors have a
combined 40 years of sales expertise in the semiconductor industry. Our
business concept is based on the following principles:
* Knowing who produces or has produced which parts
* Identifying where which parts are in stock
* Negotiating market prices worldwide
* a firm contract behind every order
* 24-hour delivery, including just in time
21
THE MARKET
Semiconductors continue to enrich the lives of people across the globe in a
variety of ways, from improving health and safety to enhancing education and
entertainment. Spreading these benefits of semiconductor technology requires
free and open trade with , what management believes to be, 1500
independent distributors in North America alone and many thousands more in
Europe and Asia in a market that has been growing for decades.
From the beginning, the semiconductor industry has been cyclical in nature,
characterized by recurring four year cycles. Typically, these cycles recorded
two strong years of 20% growth, one year of slow growth, and one year of
decline or essentially a flat market. With the enormous size of the industry -
now approaching $ 213 billion as of the end of 2004 , the new long-
term growth rate of the industry is expected to be in the 8-10% .
Semiconductor Industry Association November 2004 Forecast Summary.
(https://sia-online.org/downloads/Summary_November2004.pdf)
The compound annual growth rate over 2002 through 2006 is expected to be
11.1%, resulting in $215 billion in 2006. All regions of the world market are
expected to experience positive growth, particularly Asia Pacific and Japan,
which are expected to lead in growth, significantly contributing to the
recovery of the market in 2003. The Asia Pacific region, already the largest
market since 2001, will continue its high growth with minimal negative impact
from the spring 2003 SARS crisis, and will be responsible for a largest portion
of the world's semiconductor consumption. World Semiconductor Trade Statistics
October 2003 Press Release. (http://wsts.www5.kcom.at/public/pressrelease/pr03-
10.doc)
Looking forward in 2005, the SIA has forecasted the industry to be flat from
2004-2005, however the SIA is predicting a 6.3 % increase from 05-06 and a
14.2 % increase from 06-07, with 2007 forecasted to finish at 259 billion.
Semiconductor Industry Association November 2004 Forecast Summary.
(https://sia-online.org/downloads/Summary_November2004.pdf)
W here is the growth coming from? Based upon the Semiconductor Industry
Association forecasts and the World Semiconductor Trade Statistics, t here
has been rising demand across numerous product sectors in 200 4 ,
including the the wireless sector . . New mobile phone
subscriber growth increased , particularly in Asia . The
consumer sector has been growing briskly over this past year, incorporating
semiconductors used in DVDs, digital cameras and video games.
Heading into 200 6 , there is now evidence that corporate computer demand
is beginning to recover, which management believes will result in
growing sales of microprocessors and Dynamic Random Access Memory ("DRAMS")
particularly in the U.S. and Europe. Management believes that t he
" WiFi revolution " , as embodied in the Wireless Local Area
Networks (802.11), offers another promising demand driver for
semiconductors. Management believe that c onsumers increasingly
value the ability to connect seamlessly to the Internet, whether they are at
work, at leisure in coffeehouses and cafes, or in transit at the nation's
airports. Moreover, 802.11 offer efficient data transmission, at speeds
currently exceeding the 3G capabilities of cell phones.
Management believes that the semiconductor industry has many attractive
opportunities for growth, from the evolving PC sector to the new consumer and
wireless revolutions. Going wireless will give consumers greater mobility and
productivity - in the office, at home, during transit and travel time, and at
their leisure.
INDUSTRY OVERVIEW
In general terms the independent distributor, commonly referred to as a broker,
have been competing with franchised distributors for decades for business. The
global semiconductor industry is estimated at $ 213 billion .
Semiconductor Industry Association November 2004 Forecast Summary.
(https://sia-online.org/downloads/Summary_November2004.pdf)
..
22
While the franchised distributor has established pricing with the manufactures
that they represent, it may not always be the best pricing. Components from
manufactures are often priced differently in different geographic regions.
Many local franchised distributors may be given a cost from a manufacturer in 1
geographic region that might be higher than in a different geographic region
for the same part. Yet the franchised distributors contract with the
manufacturer does not allow him take inventory from the geographic region where
the cost is cheapest and move it to his warehouse where he may be bound with a
higher cost. It is managements belief that 95% of the OEMS buying these
parts do not source parts globally, rather they continue to pay the market
price for the part in there own geographic regions, and our missing out on
substantial cost savings if they source there parts globally . What are
some reasons why these OEMS don't source globally? Management believes may
OEM's prefer to deal with North American sources as they don't want
to deal with the time differences of dealing with European and Asian
sources. Also, payment terms in Asia often differ with those in
North America. North America vendors often allow for 45 day
payment terms , while Asian vendors may be asked to pay in advance
for its parts . Management also believes t here is also an
ongoing concern of counterfeit parts that are surfacing in Asia. Management
believes that these OEMS w ould be willing to deal with an
independent distributor in North America who procures parts from Europe and
Asia and offers them terms, as these brokers are the ones taking
the risk o f potentially procuring counterfeit or used parts.
Certification among independents is minimal. Its complement, ANSI/ESD
S20.20 certification, is barely known. In this continued downturn,
misrepresentation of date codes and used parts to OEM's is resurfacing. A
network of small brokers is selling Asian-produced counterfeit parts at bargain
prices to Europe and the U.S.
OUR PRODUCTS AND SERVICES
We hope to provide a service of sourcing and provide electronic components with
a cost and delivery that meets our client's budgets and deliveries. Currently
we have no clients and no revenue. We intend on targeting mid sized original
equipment manufacturers "OEM's" who spend between 1 to10 million dollars on
components a year We plan to advertise our services on a website named Broker
Forum (www.brokerforum.com) and Chip Source(www.chipsource.com) in order to
attract customers. A potential customer would start the process by calling or
e-mailing a specific requirement for a part or parts which includes a quantity
and target price. We would then consult a database of suppliers. At this time
we do not have a completed database, but we are in the process of completing
one and hope to have one up and running by the end of 2005. Upon consulting the
database, we would contact multiple suppliers to get the best price, delivery,
and quote for the customer. Assuming the customer accepts our quote, we would
ask for a deposit in advance, ranging from 10% to 100%, based upon the credit
risk. Upon receipt of the deposit, we would then order the parts from the
supplier. We hope to establish credit with the suppliers we have in our
database in order to expedite the process. Upon receipt of the parts at our
office, we would then ship them to our customer. We plan on including a profit
margin on these sales based upon the specifics of the individual order,
including the size of the order, the cost of the order, and the general
availability of the parts
23
We intend to source products from over 100 different manufacturers around the
world. Some of these manufacturers include Texas Instruments, Intel, Samsung,
Hyundai, NEC, Toshiba Electronics, Sharp Electronics, Kemet Electronics, and
other manufactures, including top 10 ranked semiconductor companies.
Furthermore, we also plan on purchasing excess inventory from different OEM's
who will sell parts at a discount from time to time.
We also plan on obtaining for inventory certain products if we can obtain those
products at a discount to the market value. We may also purchase parts for
inventory if we have retained a customer that has committed to place a 3-6
month scheduled order with us.
Worldwide Top 10 Semiconductor Companies
Rank Company Country Revenue ($M) %
2004 2003 2004 2003 Change
- --------------------------------------------------------------------------------
1 1 Intel U.S. $30,435 $27,030 13%
2 2 Samsung Semiconductor South Korea $16,120 $10,400 55%
3 3 Texas Instruments U.S. $10,885 $8,250 32%
4 4 Renesas Japan $9,475 $7,970 19%
5 5 Infineon Technologies Germany $9,365 $6,925 35%
6 6 Toshiba Semiconductor Japan $9,030 $7,355 23%
7 7 STMicroelectronics France $8,715 $7,170 22%
8 8 TSMC Taiwan $7,648 $5,855 31%
9 9 NEC Semiconductor Japan $8,660 $5,605 19%
10 10 Freescale U.S. $5,650 $4,655 21%
IC Insights online
MARKETING
Cascade intends to focus on marketing our services through various channels. We
intend to advertise in Electronic Buyers News (EBN) which is a weekly
publication that goes out to the Electronics buying community throughout North
America. In addition we intend to advertise our own inventory and a
comprehensive list of inventory that it has access to through 3 major global
web sites that are used to source components. We also intend to take out
advertisements in major electronics magazines in Europe and Asia and exhibit in
4 major trade shows a year, 2 in North America, 1 in Europe and 1 in Asia. The
advertisement on web sites is specifically designed to attract customers from
Europe and Asia. We also plan on establishing an 800 number in the next month
to aid us in the retention of new customers.
24
COMPETITION
We will face strong competition in the area of distribution of semiconductors,
electro-mechanical and passive components. Most of our competitors are in a far
better position than we are. Some of the largest franchised distributors
include Arrow Electronics based in New York and Avnet Electronics based in
Phoenix. Arrow Electronics and Avent Electronics are multi billion dollar
companies with offices all around the world and are franchised distributors for
over 100 product lines. Some of the largest independent private brokers
include America II based in Florida. DERF Electronics based out of New York
and Harry Krantz Company based out of New York. Our competitors are far more
established in the industry and have access to far greater resources.
GENERAL RISKS ASSOCIATED WITH OUR BUSINESS
Counterfeit parts
- ---------------------
The electronic component industry is fraught with dealers selling counterfeit
parts. We may unwillingly purchase counterfeit parts which we would not be able
to resell. Should this happen, the financial impact would be substantial as the
components in this industry have a high average selling price. Such occurrence
may, in fact, cause our business to fail.
Doing Business on Credit
- --------------------------------
As part of our business, we plan to occasionally purchase certain parts for
inventory. Should we do this, we will be exposed to the downward fluctuation of
the price of these parts. Such occurrence may have a substantial impact on our
financial condition, depending on the number of parts purchased and the drop in
price.
25
GOVERNMENT REGULATION
Compliance with EAR
- ----------------------------
As a majority of our purchases and sales will be subject to export, we will be
subject to U.S export administration regulations (also known as EAR). The EAR
is issued by the US Department of Commerce, Bureau of Industry and Security
(BIS) under law relating to the control of certain exports, re-exports and
activities. The EAR has been designed primarily to implements the Export
Administration Act of 1979. The core of the export control provisions of the
EAR concerns exports from the United States. Commodities, software and
technology that have been exported from the United States are generally subject
to the EAR with respect to re-export. The export control provisions of the EAR
are intended to serve the National Security, foreign policy , nonproliferation,
and short supply interests of the United States and in some cases to carry out
its international obligations. Some controls are designed to restrict access to
dual use items by countries or persons that might apply such items to uses
inimical to US interests, These include controls designed to stem the
proliferation of weapons of mass destruction and controls designed to limit the
military and terrorism support capability or certain countries
In order to export certain items, you are required to obtain a license.
Licenses can be applied for at the Bureau of Industry and Security ("BIS") U.S
Department of Commerce. However, the ability to successfully obtain an export
license is not guaranteed and is dependent upon various factors, including the
country of export and the end use of the product. A majority of the rules and
regulations involving the EAR can be found on their website at
http://www.bxa.doc.gov/. We believe that approximately 1-2 percent of products
may require a license. At this time, plan on turning down any orders that
require a license for export as we feel that filling such orders is cost
prohibitive and time consuming.
Environmental Regulation
- ----------------------------------
We believe that there are future environmental regulations that will be in
place by July 2006 that may impact our business. Listed below is a brief
summary of the upcoming environmental regulations. The majority of these
regulations concern the use of lead in the production of electronic components
and systems.
The following key regulatory activities are driving the move to lead free parts
- The European Council Directive on "Waste from Electrical and
Electronic Equipment" (WEEE) proposes restrictions on the use of lead
among other materials in electronic products. On October 10, 2002 the
European Council and European Parliament reached an agreement to set a
target date of July 1, 2006 for a ban on hazardous materials including
lead.
26
- In addition to the Environmental Directorate's two proposals, the
Enterprise Directorate has released a draft for a new directive
concerning Electrical and Electronic Equipment (EEE). The Enterprise
Directorate believes this document offers a new approach in addressing
materials currently used in electrical and electronic equipment that
the WEEE might consider banning.
- The Japanese Ministry of International Trade has set the following
targets:
- In April of 1997, the amount of Pb used for automobiles, except
for batteries:
- End of 2000, be reduced "to half compared to 1996 by the
end of 2000".
- End of 2005, be reduced to one third.
- Introduced legislation promoting the recycling of household
electric appliances, to reclaim all Pb used starting in 2001.
- Household electric appliances manufacturers are already
working towards the creation of completely Pb Phase-out
products.
- U.S. EPA announced on July 29, 1999, a proposed rule to drastically
lower reporting thresholds for Pb and Pb compounds to the Toxic
Release Inventory from 10,000 lbs. to 10 lbs.
These regulations may impact us should we purchase lead product that we are
unable to sell prior to the implementation of these regulations.
COMPANY CORPORATE OFFICE
The Company's maintains its mailing address at Suite # 358 - 255 Newport Drive
Port Moody BC, Canada. The telephone number is (604) 307-3011. The fax number
is (604) 461-9339. At this time, the officers and directors are performing the
majority of the work for the Company at their home offices. We hope to rent a
central office for the Company by July of this year.
COMPANY PROPERTY
We own no significant assets or property at this time.
27
COMPANY EMPLOYEES
Our only employees are our officers and directors. The officers and directors
will only be devoting their attention to our business on a part time basis. We
approximate that Mr. Hollingshead will devote 30 hours a week to the business.
We approximate Ms. Mac Quarrie and Ms. Thomas will devote 25 hours a week each.
28
REPORTS TO SECURITY HOLDERS
After the effective date of this document, we will be subject to the reporting
requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934 and
will file quarterly, annual and other reports with the Securities and Exchange
Commission. Our annual report will contain the required audited financial
statements. We are not required to deliver an annual report to security holders
and will not voluntarily deliver a copy of the annual report to security
holders. The reports and other information filed by us will be available for
inspection and copying at the public reference facilities of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
PLAN OF OPERATION
- -------------------------------------------------------------------------------
This prospectus contains forward-looking statements. Actual results and events
could differ materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report. With the exception of historical matters, the matters
discussed herein are forward looking statements that involve risks and
uncertainties. Forward-looking statements include, but are not limited to, the
date of introduction or completion of our products, projections concerning
operations and available cash flow. Our actual results could differ materially
from the results discussed in such forward-looking statements.
- -------------------------------------------------------------------------------
Overview
- -------------
Cascade Technologies Corp. is a development stage Company, incorporated in
January of 2004. To date, we have had no operations or revenue. Our activities
have been limited to organizational activities since inception. We hope to
develop an independent, non-franchised stocking distributor of semiconductors,
electro-mechanical and passive components.
Plan of Operations
- ------------------------
Since inception, our activities have been limited to organizational activities.
In July of 2004, we conducted a private offering and raised $93,000 to help us
launching our business. To date, these monies have been used for legal and
accounting costs associated with this registration, administrative costs, and
costs associated with the creation of a web site and costs associated with
creating supplier network . At the present time, we have approximately
$ 72 , 950 in reserve for future activities. To date, we have
established a website. Furthermore, our President has made 1 trip to China in
the past year in order to interact with and solicit potential suppliers. We
feel we have secured relationship with 6 potential suppliers for future sales.
1) By the end of September, 2005, we plan to have 20 of the most common parts
advertised on our website and through another industry website called Broker
Forum www.brokerforum.com. Broker Forum is a website that many buyers and
sellers visit. Many sellers of parts advertise the inventory or availability
of parts through Broker Forum and their own websites. We are currently in
the process of negotiating prices with suppliers on these 20 parts right
now. We believe the estimated cost to advertise these products will be
$1000. At this time, we will begin formal operations.
29
2) By the end of October, 2005, we plan to schedule a trip to Shanghai, China
and to Southern China to visit a trade shows and work on expanding our
supplier base in China. We believe the estimated costs to make this trip
will be $3000.
3) By the end of October, 2005, we plan to purchase approximately $20,000
worth of inventory for future sale.
4) In January of 2006, we plan to launch a full scale add program in
Electronic Buyers News in both America and South East Asia . These adds
will include a condensed version of our existing inventory as well as
monthly specials. We estimate the monthly costs to be approximatley
$500- $1000.
5) In March of 2006, we plan to hire a full time sales person to cover North
America accounts and Europe estimated base salary is 40k/ year with a
commission package of 1 percent of the value of the sale excluding all
taxes.
6) By March of 2006 at the latest, we plan to establish a fulltime office
which we estimate to cost approximately $2000 per month.
In the next 12 months, we also anticipate that we will expend approximately
$12,000 in freight and $5000 to continually update our central database of
suppliers as we continue to grow. Furthermore, we anticipate our accounting,
and legal costs to be $45,000 for the next 12 months.
Our costs over the next 12 months are expected to be approximately $170,000. At
this time, we do not have monies to cover these costs. The completion of our
business plan for the next twelve months is contingent upon us obtaining
additional financing. However, there is no guarantee that we will be able to
raise such needed financing. If we do not raise the sufficient funds necessary
to support our plan of operation, we may be forced to severely curtail, or even
completely cease our operations. At this time, we do not have any source of
funding nor have we have we conducted any research in regards to obtaining this
funding.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. On an ongoing basis, we
evaluate our estimates, including those related to impairment of long-lived
assets, any potential losses from pending litigation and deferred tax asset or
liability. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions; however, we believe that our estimates, including those for the
above-described items, are reasonable.
30
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
Lack of Prior Public Market and Possible Volatility of Stock Price
- -------------------------------------------------------------------------------
Prior to this Offering, there has been no public market for the Common Stock
and there can be no assurance that a significant public market for the Common
Stock will develop or be sustained after the Offering. Cascade will seek a
Market Maker to apply to have Cascade's Common Stock included for quotation in
the over- the-counter market on the OTC Bulletin Board or quotation. There can
be no assurance that the Market Maker's activities will be continued, or that
inactive trading market for Cascade's Common Stock will be developed or
maintained. The future market price of the Common Stock may be highly volatile.
There have been periods of extreme fluctuation in the stock market that, in
many cases, were unrelated to the operating performance of, or announcements
concerning the issuers of the affected securities. Securities of issuers
having relatively limited capitalization, limited market makers or securities
recently issued in a public offering are particularly susceptible to
fluctuations based on short-term trading strategies of certain investors.
Although the initial public offering price of the Common Stock reflects
Cascade's assessment of current market conditions, there can be no assurance
that such price will be maintained following the Offering.
Designated Security/Penny Stock
- -----------------------------------------
Following completion of this Offering, and upon successful listing of the
Common Stock on the OTC Bulletin Board, if the bid price for Cascade's Common
Stock is below $5.00 per share, Cascade's Common Stock would be subject to
special sales practice requirements applicable to "designated securities" and
"penny stock." If such $5.00 minimum bid price is not maintained and another
exemption is not available, Cascade's Common Stock would be subject to
additional sales practice requirements imposed on broker-dealers who sell the
Common Stock 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 spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written agreement to the
transaction prior to the sale. These rules may be anticipated to affect the
ability of broker-dealers to sell Cascade's Common Stock, which may in turn be
anticipated to have an adverse impact on the market price for the Common Stock
and the ability of purchasers to sell their shares in the secondary market.
31
In the likely event that our shares are deemed to be "penny stocks", our shares
will be covered by Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose
additional sales practice requirements on broker-dealers who sell our
securities to persons other than established customers and accredited
investors. Rule 15g-2 declares unlawful any broker-dealer transactions in
pennystocks 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 the current quotation
prices or similar market information concerning the penny stock in question.
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 person's compensation.
Shares Eligible for Future Sale
- ------------------------------------
There are currently 52 shareholders of our securities. Upon effectiveness of
this registration statement, there will be 930,000 shares of common stock being
registered for resale in this offering that will be freely tradable without
restrictions under the Securities
Act of 1933.
Cascade has previously issued shares of Common Stock that constitute
"restricted securities" as that term is defined in Rule 144 adopted under the
Securities Act. Subject to certain restrictions, such securities may generally
be sold in limited amounts one year after their acquisition. Cascade issued
10,000,000 shares of Common Stock to Cascade's founders in connection with its
organization. The shares of Common Stock issued to Cascade's founders are
restricted as to resale under Rule 144.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the company of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
32
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Securities Act, and will be governed by the final adjudication of such issue.
INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered hereby has been passed upon by The Law
Offices of Adam U. Shaikh, Chtd., Las Vegas, Nevada. Certain of the financial
statements of Cascade included in these prospectuses and elsewhere in the
registration statement, to the extent and for the periods indicated in their
reports, have been audited by De Joya and Company, Certified Public
Accountants, 8275 S. Eastern Avenue, Ste 250, Las Vegas, NV 89123, independent
certified public accountants, whose reports thereon appear elsewhere herein and
in the registration statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Loans made to Company by Officers
- ---------------------------------------------
In 2004, Bruce Hollingshead loaned the Company a total of $614.05 for certain
administrative costs. A total of $447.50 of these loans were paid back, without
interest, in January of 2005. The remaining $166.55 now owed to Mr.
Hollingshead bears no interest and is due upon demand.
In 2004, Shannon MacQuarrie loaned the Company a total of $1,360.61 $1,334.55
for certain administrative costs. A total of $1,334.55 of these loans were paid
back, without interest, in January of 2005. In addition, Ms. MacQuarrie loaned
the Company $165.42 in 2005. The remaining $191.48 now owed to Ms. MacQuarrie
bears no interest and is due upon demad.
Affiliate shares to be registered in offering
- ----------------------------------------------------
A total of 70,000 shares are held by Robyn Hollingshead, the wife of President
and director Bruce Hollingshead, will be eligible for resale pursuant to this
offering.
A total of 57,500 shares are held by Ray Merry, the husband of director Shannon
MacQuarrie, will be eligible for resale pursuant to this offering.
33
DE JOYA & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
2425 W. HORIZON RIDGE PARKWAY
HENDERSON, NEVADA 89052
===============================================================================
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Cascade Technologies, Corp.
(A Development Stage Company)
Port Moody BC, Canada
We have audited the accompanying balance sheet of Cascade Technologies, Corp.
(A Development Stage Company) as of August 31, 2004, and the related statement
of operations, stockholders' equity, and cash flows for the year ended August
31, 2004 and for the period from January 16, 2004 (Date of inception) through
August 31, 2004. These financial statements are the responsibility of the
Company'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 audit 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
audits provide 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 Technologies, Corp. (A
Development Stage Company) as of August 31, 2004, and the results of its
operations and cash flows for the year ended August 31, 2004 and for the period
from January 16, 2004 (Date of inception) through August 31, 2004 in conformity
with accounting principles generally accepted in the United States.
/s/ De Joya & Company
- ---------------------
De Joya & Company
January 26, 2005
Henderson, Nevada
===============================================================================
Telephone (702) 563-1600 / Facsimile (702) 920-8049
===============================================================================
F-1
FINANCIAL STATEMENTS
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
Current assets
Cash $ 82,930
-------------
Total assets $ 82,930
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loans due to shareholders $ 1,782
Total liabilities 1,782
Stockholder's equity
Common stock; no par value; 50,000,000 shares 94,000
authorized, 10,930,000 issued and outstanding
Accumulated deficit during development stage (12,852)
-------------
Total stockholders' equity 81,148
-------------
Total liabilities and stockholders' equity $ 82,930
=============
See Accompanying Report of Independent Registered Public Accounting Firm
and Notes to Financial Statements.
F-2
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
From January 16, 2004
(Date of Inception)
through
August 31, 2004
---------------------
Revenues $ --
Cost of revenues --
-----------
Gross profit --
Operating expenses
Selling general and administrative 12,852
-----------
Total operating expenses 12,852
-----------
Loss before provision for income taxes (12,852)
Other income (expense) --
Provision for income taxes --
Net loss $ (12,852)
===========
Basic income (loss) per common share $ (0.00)
===========
Diluted income (loss) per common share $ (0.00)
===========
Basic weighted average common
shares outstanding 9,849,694
===========
See Accompanying Report of Independent Registered Public Accounting Firm
and Notes to Financial Statements.
F-3
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Accumulated Total
-------------------------------- Deficit During Stockholders'
Shares Amount Development Stage Equity
--------------- --------------- ----------------- ---------------
Balance, January 16, 2004 (Date of Inception) -- $ -- -- $ --
Issuance of stock for services, $ 0.0001 per share 10,000,000 1,000 -- 1,000
Issuance of stock for cash, $ 0.10 per share 930,000 93,000 -- 93,000
Net loss -- -- (12,852) (12,852)
--------------- --------------- ----------------- ---------------
Balance, August 31, 2004 10,930,000 $ 94,000 $ (12,852) $ 81,148
=============== =============== ================= ===============
See Accompanying Report of Independent Registered Public Accounting Firm
and Notes to Financial Statements.
F-4
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From January 16, 2004
(Date of Inception)
Through
August 31, 2004
---------------------
Cash flows from operating activities:
Net loss $ (12,852)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock based compensation 1,000
Changes in operating assets and liabilities:
Change in loans due to shareholders 1,782
--------------
Net cash used by operating activities (10,070)
Cash flows from financing activities:
Proceeds from issuance of common stock 93,000
--------------
Net cash provided by financing activities 93,000
--------------
Net change in cash 82,930
Cash, beginning of period --
--------------
Cash, end of period $ 82,930
==============
See Accompanying Report of Independent Registered Public Accounting Firm
and Notes to Financial Statements.
F-5
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of business - Cascade Technologies, Inc., (referred to as the
"Company") is currently an entity with no operations.
History - Akron Technologies, the Company's former name, was incorporated in
Wyoming on January 16, 2004. The name was changed to Cascade Technologies
on March 9, 2004.
A Development Stage Company - The accompanying financial statements have
been prepared in a accordance with the Statement of Financial Accounting
Standards No. 7"According and Reporting by Development-Stage Enterprises".
A development-stage enterprise is one in which planned principal operations
have not commenced or if its operations have commenced, there has been no
significant revenues there from.
Definition of fiscal year - The Company's fiscal year end is August 31.
Use of estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
Fair value of financial instruments - Financial accounting standards
Statement No. 107, "Disclosure About Fair Value of Financial Instruments",
requires the Company to disclose, when reasonably attainable, the fair
market values of its assets and liabilities which are deemed to be financial
instruments. The carrying amounts and estimated fair values of the
Company's financial instruments approximate their fair value due to the
short-term nature.
Earnings (loss) per share - Basic earnings (loss) per share exclude any
dilutive effects of options, warrants and convertible securities. Basic
earnings (loss) per share is computed using the weighted-average number of
outstanding common stocks during the applicable period. Diluted earnings per
share is computed using the weighted-average number of common and common
stock equivalent shares outstanding during the period. Common stock
equivalent shares are excluded from the computation if their effect is
antidilutive.
Income taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
New accounting pronouncements - In November 2004, the FASB issued SFAS No.
151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151
amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify
the accounting for abnormal amounts of idle facility expense, freight,
handing costs, and spoilage. This statement requires that those items be
recognized as current period charges regardless of whether they meet the
criterion of "so abnormal" which was the criterion specified in ARB No. 43.
In addition, this Statement requires that allocation of fixed production
overheads to the cost of production be based on normal capacity of the
production facilities. This pronouncement is effective for the Company
beginning October 1, 2005. The Company does not believe adopting this new
standard will have a significant impact to its financial statements.
F-6
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
New accounting pronouncements (continued)
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective
for the Company in the first interim or annual reporting period beginning
after December 15, 2005. The Company expects the adoption of this standard
will have a material impact on its financial statements assuming employee
stock options are granted in the future.
2. LOANS DUE TO SHAREHOLDERS
As of August 31, 2004, the company had unsecured and non-bearing demand
loans due to shareholders of the company in the amount of $1,782.
3. CAPITAL STOCK TRANSACTIONS
Common stock - The authorized common stock is 50,000,000 shares with no par
value. As of August 31, 2004, the Company has 10,930,000 shares of common
stock issued and outstanding.
In January 2004, the company issued 10,000,000 shares of its common stock to
its directors in exchange for services totaling $1,000.
During the fiscal year ended 2004, the company issued a total of 930,000
shares of its common stock to 48 individuals in exchange for $93,000 in
cash.
F-7
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MAY 31, 2005
(UNAUDITED)
ASSETS
Current assets
Cash $ 72,950
--------
Total assets $ 72,950
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loans due to shareholders $ 6,309
--------
Total liabilities 6,309
Stockholders' equity
Common stock; no par value; 50,000,000 shares 94,000
authorized, 10,930,000 issued and outstanding
Accumulated deficit during development stage (27,359)
--------
Total stockholders' equity 66,641
--------
Total liabilities and stockholders' equity $ 72,950
========
See Accompanying Notes to Financial Statements.
F-8
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
MAY 31, 2004 AND 2005
(UNAUDITED)
From January 16, 2004
For the Three For the Nine For the Three For the Nine (Date of Inception)
Months Ended Months Ended Months Ended Months Ended through
May 31, 2005 May 31, 2005 May 31, 2004 May 31, 2004 May 31, 2005
------------- ------------ ------------- ------------ ---------------------
Revenues $ -- $ -- $ -- $ -- $ --
Cost of revenues -- -- -- -- --
---------- ------------ ------------ ------------ -------------
Gross profit -- -- --
Operating expenses
Selling general and administrative 11,869 14,507 604 1,782 27,359
---------- ------------ ------------ ------------ -------------
Total operating expenses 11,869 14,507 604 1,782 27,359
---------- ------------ ------------ ------------ -------------
Other income (expense) -- -- -- -- (27,359)
Provision for income taxes -- -- -- -- --
---------- ------------ ------------ ------------ -------------
Net loss $ (11,869) $ (14,507) $ (604) $ (1,782) $ (27,359)
========== ============ ============ ============ =============
Basic income (loss) per common share 0.00 0.00 0.00 0.00 0.00
========== ============ ============ ============ =============
Diluted income (loss) per common share 0.00 0.00 0.00 0.00 0.00
========== ============ ============ ============ =============
Basic weighted average common
shares outstanding 10,930,000 10,930,000 10,000,000 10,000,000 10,499,940
========== ============ ============ ============ =============
See Accompanying Notes to Financial Statements.
F-9
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT of STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED
MAY 31, 2005
(UNAUDITED)
Common Stock Accumulated Total
-------------------------------- Deficit During Stockholders'
Shares Amount Development Stage Equity
--------------- --------------- ----------------- ---------------
Balance, January 16, 2004 (Date of Inception) -- $ -- -- $ --
Issuance of stock for services, $ 0.0001 per share 10,000,000 1,000 -- 1,000
Issuance of stock for cash, $ 0.10 per share 930,000 93,000 -- 93,000
Net loss -- -- (12,852) (12,852)
--------------- --------------- ----------------- ---------------
Balance, August 31, 2004 10,930,000 94,000 (12,852) 81,148
Net loss -- -- (14,507) (14,507)
--------------- --------------- ----------------- ---------------
Balance, May 31, 2005 10,930,000 $ 94,000 $ (27,359) $ 66,641
=============== =============== ================= ===============
See Accompanying Notes to Financial Statements.
F-10
CASCADE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT of CASH FLOWS
FOR THE NINE MONTHS ENDED
MAY 31, 2004 AND 2005
(UNAUDITED)
From January 16, 2004
For the Nine For the Nine (Date of Inception)
Months Ended Months Ended through
May 31, 2005 May 31, 2004 May 31, 2005
------------ ------------ ---------------------
Cash flows from operating activities:
Net loss $ (14,507) $ (1,782) $ (27,359)
Adjustments to reconcile net loss to net cash
used by operating ativities:
Stock based compensation -- 1,000 1,000
Changes in operating assets and liabilities:
Change in loans due to shareholders 4,527 1,782 6,309
------------ ------------ -------------
Net cash used by operating activities (9,980) 1,000 (20,050)
Cash flows from financing activities:
Proceeds from issuance of common stock -- -- 93,000
------------ ------------ -------------
Net cash provided by financing activities -- -- 93,000
------------ ------------ -------------
Net change in cash (9,980) 1,000 72,950
Cash, beginning of period 82,930 -- --
------------ ------------ -------------
Cash, end of period $ 72,950 $ 1,000 $ 72,950
============ ============ =============
See Accompanying Notes to Financial Statements.
F-11
CASCADE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information
and footnotes required by accounting principles generally accepted in the
United States for complete financial statements.
The interim financial statements present the condensed balance sheet,
statements of operations, stockholders' equity and cash flows of Cascade
Technologies, Inc. The financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States.
The interim financial information is unaudited. In the opinion of
management, all adjustments necessary to present fairly the financial
position as of May 31, 2005 and the results of operations presented herein
have been included in the financial statements. Interim results are not
necessarily indicative of results of operations for the full year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates - The preparation of unaudited financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the unaudited financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
F-12
===============================================================
_____________, 2005
Dealer Prospectus Delivery Obligation
Until ________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
===============================================================
34
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Wyoming Corporation Laws and certain provisions of Cascade's Bylaws, under
certain circumstances, provide for indemnification of our officers, directors
and controlling persons against liabilities that they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is contained herein .
The specific statute, charter provision, bylaw, contract, or other arrangement
which any controlling person, director or officers of the Registrant is insured
or indemnified in any manner against any liability which he or she may incur in
their capacity as such, is as follows:
Wyoming Statute
- ----------------------
Pursuant to Wyoming statute 17-16-851
(a) Except as otherwise provided in this section, a corporation may indemnify
an individual who is a party to a proceeding because he is a director against
liability incurred in the proceeding if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed that his conduct was in or at least not opposed to
the corporation's best interests; and
(iii) In the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful; or
(iv) He engaged in conduct for which broader indemnification has been made
permissible or obligatory under a provision of the articles of incorporation,
as authorized by W.S. 17-16-202(b)(v).
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
paragraph (a)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
35
(d) Unless ordered by a court under W.S. 17-16-854(a)(iii) a corporation may
not indemnify a director under this section:
(i) In connection with a proceeding by or in the right of the corporation,
except for reasonable expenses incurred in connection with the proceeding if it
is determined that the director has met the standard of conduct under
subsection (a) of this section; or
(ii) In connection with any proceeding with respect to conduct for which he
was adjudged liable on the basis that he received a financial benefit to which
he was not entitled.
17-16-852. Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a party
because he was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.
Pursuant to Wyoming Statute 17-16-856.
(a) A corporation may indemnify and advance expenses under this
subarticle to an officer of the corporation who is a party to a proceeding
because he is an officer of the corporation:
(i) To the same extent as a director; and
(ii) If he is an officer but not a director, to such further extent as
may be provided by the articles of incorporation, the bylaws, a resolution of
the board of directors or contract, except for:
(A) Liability in connection with a proceeding by or in the right of
the corporation other than for reasonable expenses incurred in connection with
the proceeding; or
(B) Liability arising out of conduct that constitutes:
(I) Receipt by him of a financial benefit to which he is not
entitled;
(II) An intentional infliction of harm on the corporation or
the shareholders; or
(III) An intentional violation of criminal law.
36
(iii) A corporation may also indemnify and advance expenses to a
current or former officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of directors or
contract.
(b) The provisions of paragraph (a)(ii) of this section shall apply to an
officer who is also a director if the basis on which he is made a party to the
proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under W.S. 17-16-852, and may apply to a court under
W.S. 17-16-854 for indemnification or an advance for expenses, in each case to
the same extent to which a director may be entitled to indemnification or
advance for expenses under those provisions.
By-Laws
- -------------
Section 47 of the Bylaws of Cascade states as follows:
47. The corporation may at its option, to the maximum extent permitted by law
and by the articles, indemnify each of its agents against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation. For the purposes of this Section, an
"agent" of the corporation includes a person who is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee or agent of a
corporation which was a predecessor corporation of the corporation or of any
other enterprise at the request of such predecessor corporation.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by us in connection with the registration of the
Shares is as follows:
SEC Registration.....................................................$ 10.94
Accounting Fees and Expenses.........................................$ 7,500
Transfer Agents Fees.................................................$ 500
Legal Fees and Expenses, including Blue Sky Fees and Expenses........$ 20,000
Printing Costs.......................................................$ 2,500
Total........................................................$30,510.94
37
RECENT SALES OF UNREGISTERED SECURITIES
The Company issued 10,000,000 shares to its founders on March 9, 2004.
We sold 930,000 shares at $.10 per share to 48 shareholders pursuant to
Regulation S of the Securities and Exchange Act of 1933 in August of 2004. The
Company used these proceeds for administrative, legal, and accounting costs
associated with this prospectus as well as for the creation and hosting of a
website.
We relied on exemptions provided by Regulation S of the Securities Act of 1933,
as amended. These shares were issued based on the following facts (1) the
subscribers were not U.S persons as that term is described under Regulation S
(2) The subscribers agreed not to engage in hedging activities with the
securities unless in compliance with Regulation S of the Securities Act of
1933. (3) the subscribers have agreed to the imposition of a restrictive
legend on the face of the stock certificate representing its shares, to
the effect that it will not resell the stock unless its shares are
registered or an exemption from registration is available; (4) The subscribers
agreed to sell the securities only in accordance with Regulation S, or until
such time that the shares are validly registered.
EXHIBITS
3.1(a) Articles of Incorporation of Cascade Technologies Corp.
3.1(b) Amendment to Articles of Incorporation of Cascade Technologies Corp.
3.2 By Laws of Cascade Technologies Corp.
4.1 Form of Stock Certificate
5.1 Opinion of the Law Offices of Adam U. Shaikh, Chtd. regarding
legality of shares.
23.1 Consent of The Law Offices of Adam U. Shaikh, Chtd. (Included in
Exhibit 5.1.
23.2 Consent of DeJoya and Company, Certified Public Accountants.
38
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post - effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(d) To include any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation From the
low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in the volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement
2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination
of the offering.
39
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Coquitlam, Country of Canada on August 16 , 2005.
CASCADE.TECHNOLOGIES CORP
By: /s/ Bruce Hollingshead
- --------------------------
Bruce Hollingshead
President/Director
By: /s/ Christine Thomas
- ------------------------
Christine Thomas
Secretary/Treasurer/Principal Financial and Accounting
Officer/Director
By: /s/ Shannon MacQuarrie
- --------------------------
Shannon MacQuarrie
Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated:
By: /s/ Bruce Hollingshead
- --------------------------
Bruce Hollingshead
President/Director
By: /s/ Christine Thomas
- -------------------------
Christine Thomas
Secretary/Treasurer/Principal Financial and Accounting
Officer/Director
By: /s/ Shannon MacQuarrie
- -------------------------
Shannon MacQuarrie
Director
40