CASCADE TECHNOLOGIES CORP.
255 Newport Drive, Suite 358
Port Moody, BC V3H 5K1
February 28, 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 January 12, 2006
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.
Table of Contents
1. There are no page numbers in the prospectus consistent with the table.
RESPONSE
The table of contents has been appropriately revised.
Executive Compensation
2. The alignment of the information in the table should be corrected. It is
not possible to relate any of the information to the headings.
RESPONSE
The table has been appropriately revised.
3. Update the 2004 date.
RESPONSE
The table has been updated.
Our Business
4. We reissue comment number six of our letter dated December 8, 2005.
Please name both the supplier and the country.
RESPONSE
The following disclosure has been added under "Our Business".
"At the present time, we believe we have secured relationships with 6 potential
suppliers for future sales. Suppliers located in China include Jetel
Electronics Co., Ltd., Henan Jinque Electric Co., Ltd., Xinghangyuan Intl Co.,
Ltd., and Mingwell Electronics. Suppliers in Hong Kong include Universal Canal
Co., Ltd. and ASD Electronics. We have established verbal agreements with these
suppliers in regards to warranty issues, shipping costs and issues, estimated
response times on quotes for parts, and pricing issues. All agreements with
suppliers are verbal. Though we fully believe these suppliers will honor the
agreements, there is no guarantee that they will, nor is there any way for us
to enforce such agreements. For all suppliers we have negotiated the following
terms in regards to the warranties which we can subsequently issue to our
customers: 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. This warranty is similar
to those issued by franchised distributors and original manufacturers. As we
are issuing the warranty directly, there is a chance that the supplier will
refuse or be unable to honor the warranty. Should that happen, we will bear the
risk and be responsible for the replacements costs of the defective parts in
their entirety. In regards to shipping costs, Cascade will be responsible for
paying the costs to ship the purchased products to its Canadian office with all
six suppliers. Cascade has also negotiated pricing terms for certain parts with
all the suppliers. Henan Jinque Electric Co., Ltd and Xinghangyuan Intl Co.,
Ltd. have agreed to pricing terms on certain parts for a period of 3 months.
Jetel Electronics Co., Ltd., Mingwell Electronics, Universal Canal Co., Ltd.
and ASD Electronics have agreed to pricing terms on certain parts for a period
of 6 months. At the expiration of the agreed upon time periods, the pricing
terms are renegotiated. These pricing terms also include certain discounts for
larger orders. All six suppliers have also agreed to a 24 to 48 hour response
time on quotes for prices on parts that were not previously agreed upon."
5. Clarify that all agreements with suppliers in China are verbal only and
disclose the principal terms of the agreements. Please clarify any differences
among them.
RESPONSE
This has been disclosed and clarified. Please see the disclosure in Comment 4.
Our Products and Services
6. Please clarify the following sentence from the second paragraph of this
section by expressly stating whether you will source the products directly from
the named companies, from their authorized franchise distributors or from a
different source: "We intend to source products from over 100 different
manufacturers around the world."
RESPONSE
This section has been revised and now reads as follows:
"We intend to sell 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. We do not
plan on purchasing these products directly from the manufacturers, but from
franchised and non-franchised distributors. We may, from time to time, purchase
excess inventory from different OEM's who will sell parts at a discount from
time to time. We have no immediate plans, however, to purchase parts from
OEM's at this discounted price."
7. Above the table at the end of this section please clarify whether or not
any of the listed companies is your supplier
RESPONSE
The following disclosure has been added above the table:
"The following is a table of the top 10 worldwide semiconductor companies.
Though we plan to sell products manufactured by these companies, we will not
purchase the products directly from these companies. We plan to purchase the
products from franchised and non-franchised distributors."
Financial Statements
8. Please align the financial statements correctly.
RESPONSE
The financials have been properly aligned.
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
Bruce Hollingshead
President