CASCADE TECHNOLOGIES CORP.
255 Newport Drive, Suite 358
Port Moody, BC V3H 5K1
January 10, 2006
U.S. Securities and Exchange Commission
Office of Emerging Growth Companies
450 Fifth Street, N.W.
Washington, D.C.20549
To: John Reynolds
Assistant Director, Office of Emerging Growth Companies
CC: Susann Reilly
Angela Halac
Re: Cascade Technologies Corp.
Registration Statement on Form SB-2
File No. 333-124284
Filed October 28, 2005
Dear Mr. Reynolds:
We have reviewed your comments and have responded in the following format; we
listed your comments first and then our responses. Hopefully this will assist
the Company in meeting compliance with the applicable disclosure requirements.
Also attached, please find a redline copy of the SB-2/A.
General
1. Please reconcile the following from the "Frequent Questions" page of
your website with the prospectus:
- "We began selling products on our website in October of
2005."
- "We plan on stocking millions of components including hard-
to-find, highly-allocated, and obsolete, as well as commonly
available parts."
- Cascade sells semiconductors, capacitors, connectors,
optoelectronics, other electronic components. We are one of
the few independent distributors to offer a complete line of
value-added services."
We may have further comment.
RESPONSE
We have revised the websites "Frequent Questions" page to reconcile with the
prospectus. In particular, the bullet points described have been revised and
now reads as follows:
Q: How long has Cascade been in business?
A: Cascade Technologies Corp. was incorporated on January 16, 2004. We first
listed 20 different parts for sale on our website in October of 2005.
Q: Are you a franchised distributor?
A: No, we are an independent stocking distributor. We are not an authorized
distributor for the parts we sell nor have we engaged in a formal franchise
agreement with any manufacturer.
Q: What Products and Services does Cascade offer?
A: Cascade Technologies Corp. plans to buy and sell 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.
Prospectus Summary, page 5
2. Please reconcile the differences among the following: the "Defective
Goods" section of the "Terms and Conditions: page of your website;
the warranty policies of the suppliers with whom you have verbal
agreements; and any warranty references in the prospectus, for
example, under "Industry Overview: on page 23 and, also, in this
section, the following statement:
"We have negotiated with our suppliers, however, warranty
agreements similar to those issued by the manufacturer for the
return of defective products by our clients. Therefore, we will
be able to offer our customers a similar warranty. To date, we
have only been in the organizational stages. We have had limited
operations to date."
Also, in your discussions of warranties in the prospectus, please address
duration of any warranties.
RESPONSE
The prospectus summary has been revised and the relevant section now reads as
follows:
"The terms of the warranty given by our suppliers, and the warranty we can
subsequently issue to our customers is as follows: a 1 year warranty, from the
date of purchase, guarantying that the parts are in good working condition and
are free from any defects. This warranty will only cover the cost of the
components. The warranty does not cover any labor costs associated with
assembling the product or removing or replacing the defective component.
Furthermore, the warranty will not cover parts damaged due to misuse or abuse
by the purchaser."
Risk Factors, page 6
3. Please include as a risk factor the circumstances described in the third
paragraph under "Our Products and Services" on page 23, which
paragraph states:
"Generally, these manufacturers try to discourage their franchised
distributors from selling parts to non-franchised distributors as
they feel adds (sic) no value in the supply channel."
RESPONSE
The following risk factor has been added:
"WE MAY BE UNABLE TO OBTAIN CERTAIN PARTS FOR RESALE, WHICH WOULD ULTIMATELY
LIMIT OUR SALES, SINCE MANUFACTURERS GENERALLY DISCOURAGE FRANCHISED
DISTRIBUTORS FROM SELLING THEIR PARTS TO NON-FRANCHISED DISTRIBUTORS
Generally, original equipment manufacturers discourage their franchised
distributors from selling parts to non-franchised distributors as they feel it
adds no value in the supply channel. As a non-franchised distributor, we may
find it difficult to obtain certain parts from franchised distributors. This
could ultimately have a substantial financial impact on our company since it
could severely limit the number of parts we are able to obtain for resale."
Industry Overview, page 22
4. In your description of the Semiconductor Industry Association
publication which you have cited in the first paragraph of this
section, please provide sufficient information for the reader to find
the article without accessing the specified website, since we
continue to be unable to access it. Also, as we previously requested
in comment number nine of our letter dated September 27, 2005, please
provide disclosure to ensure that the reader can quickly locate the
relevant information within the publication or website.
RESPONSE
A copy of the Semiconductor Industry Association publication has been attached
as an exhibit. Also note that the publication is only 2 pages long and the
information is easily assessable. The following information has also been added
to the prospectus so that the information can be obtained independently.
"A copy of this biannual forecast can also be obtained by contacting the
Semiconductor Industry Association by mail at 181 Metro Drive, Suite 450, San
Jose CA, 95110, by phone at 408-436-6600, or by emailing them at mailbox@sia-
online.org."
5. Please clarify throughout this section and wherever else applicable
in the prospectus, whether or not the following assertion applies to
geographic areas within North America and, also, within the United
States: "Components from manufactures (sic) are often priced
differently in different geographic regions." We may have further
comment.
RESPONSE
The following paragraph has been added under "Industry Overview"
"However, in North America, components are generally similarly priced. The
only exception to this is occasionally components may be priced a bit lower in
Northern California due to the fact that some of the largest consumers of
certain of these specific parts are headquartered in the San Francisco Bay
area. The price differences generally fluctuate between North America, Asia,
and Europe with North America generally being the most expensive."
6. Please provide the name and the country of the six suppliers who have
verbally agreed to sell parts to you without requiring a deposit in
advance. See Item 101(b)(5) of Regulation S-B.
RESPONSE
We have supplementaly faxed the name and country of the suppliers to the
commission. We wish not to disclose the names of the suppliers in the
prospectus as we feel the names of the suppliers constitute proprietary
information.
Our Products and Services, page 23
7. In the fifth paragraph of this section please provide the name, city
and country of each of the suppliers with whom you have negotiated a
price.
RESPONSE
We have supplementaly faxed the name and country of the suppliers to the
Commission. We wish not to disclose the names of the suppliers in the
prospectus as we feel the names of the suppliers constitute proprietary
information.
Financial Statements
Report of Independent Registered Public Accounting Firm
8. Please advise your auditors to remove the duplicate language of "from
January 16, 2004 (Date of Inception) through August 31, 2005 in the
final sentences of the third paragraph of the audit opinion.
RESPONSE
The appropriate changes have been made.
Balance Sheet, F-1
9. We note your balance sheet is labeled as unaudited; however your
audit report indicates the amounts have been audited. Please advise
or revise.
RESPONSE
The appropriate changes have been made.
Should you have any other issues or questions in regards to the responses and
the amended SB-2, please do not hesitate to call Adam U. Shaikh, Esq. at (702)
296-3575.
Thank you for your prompt response.
Very truly yours,
/s/Bruce Hollingshead
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Bruce Hollingshead
President