SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the quarterly period ended: May 31, 2006
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act.
Commission file number: 333-124284
CASCADE TECHNOLOGIES CORP
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(Exact name of small business issuer as specified in its charter)
WYOMING 98-0440633
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
Suite 1410 - 675 West Hastings Street, Vancouver, BC.
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(Address of principal executive offices)
(604) 307-3011
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(Issuers telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
_Yes X No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). ____ Yes X_ No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of
the last practicable date: 10,930,000 as of July 17, 2006.
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TABLE OF CONTENTS
Item Page
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PART I -FINANCIAL STATEMENTS
1. Financial Statements........................................... 1 - 4
2. Management's Discussion and Analysis or Plan of Operation...... 6 - 8
3. Controls and Procedures........................................ 9
PART II - OTHER INFORMATION
1. Legal Proceedings.............................................. 9
2. Unregistered Sales of Equity Securities and Use of Proceeds.... 9
3. Defaults Upon Senior Securities............................... 9
4. Submission of Matters to a Vote of Security Holders............ 9
5. Other Information.............................................. 9
6. Exhibits and Reports on Form 8-K............................... 10
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<cAPTION>
CASCADE TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
Current assets
Cash $ 49,901
---------
Total assets $ 49,901
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loans due to shareholders $ 380
---------
Total liabilities 380
Stockholder's equity
Common stock; no par value; 50,000,000
shares authorized, 10,930,000 issued
and outstanding 94,000
Accumulated deficit during development stage (44,479)
---------
Total stockholders' equity 49,521
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Total liabilities and stockholders' equity $ 49,901
=========
See Accompanying Notes to Financial Statements.
1
CASCADE TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
From January 16, 2004
For the Three Months For the Nine Months For the Three Months For the Nine Months (Date of Inception)
Ended Ended Ended Ended through
May 31, 2006 May 31, 2006 May 31, 2005 May 31, 2005 May 31, 2006
-------------------- ------------------- --------------------- ------------------- -------------------
Revenues $ -- $ -- $ -- $ -- $ --
Cost of revenues -- -- -- -- --
------------- ------------ ------------ ------------ ------------
Gross profit -- -- -- -- --
Operating expenses
Selling general
and administrative 1,598 8,130 11,869 14,507 44,479
------------- ------------ ------------ ------------ ------------
Total operating expenses 1,598 8,130 11,869 14,507 44,479
------------- ------------ ------------ ------------ ------------
Loss before provision for
income taxes (1,598) (8,130) (11,869) (14,507) (44,479)
Other income (expense) -- -- -- -- --
Provision for income taxes -- -- -- -- --
------------- ------------ ------------ ------------ ------------
Net loss $ (1,598) $ (8,130) $ (11,869) $ (14,507) $ (44,479)
============= ============ ============ ============
Basic income (loss)
per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============= ============ ============ ============
Diluted income (loss)
per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============= ============ ============ ============
Basic weighted average common
shares outstanding 10,930,000 10,930,000 10,930,000 10,930,000
============= ============ ============ ============
See Accompanying Notes to Financial Statements.
2
CASCADE TECHNOLOGIES CORP.
(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
Net loss -- -- (23,497) (23,497)
---------- ---------- ----------------- ------------
Balance, August 31, 2005 10,930,000 94,000 (36,349) 57,651
Net loss -- -- (8,130) (8,130)
---------- ---------- ----------------- ------------
Balance, May 31, 2006 10,930,000 $ 94,000 $ (44,479) $ 49,521
========== ========== ================= ============
See Accompanying Notes to Financial Statements.
3
CASCADE TECHNOLOGIES CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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From January 16, 2004
For the Nine Months For the Nine Months (Date of Inception)
Ended Ended through
May 31, 2006 May 31, 2005 May 31, 2006
------------------- --------------------- -------------------
Cash flows from operating activities:
Net loss $ (8,130) $ (14,507) $ (44,479)
Adjustments to reconcile net loss to net cash
used by operating ativities:
Stock based compensation -- -- 1,000
Changes in operating assets and liabilities:
Change in loans due to shareholders 91 4,527 380
------------ ------------ ------------
Net cash used by operating activities (8,039) (9,980) (43,099)
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 (8,039) (9,980) 49,901
Cash, beginning of period 57,940 82,930 --
------------ ------------ ------------
Cash, end of period $ 49,901 $ 72,950 $ 49,901
============ ============ ============
See Accompanying Notes to Financial Statements.
4
CASCADE TECHNOLOGIES, CORP.
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 balance sheet, statements of
operations, stockholders' equity and cash flows of Cascade Technologies,
Corp. 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, 2006 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.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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This form 10QSB contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements are necessarily based
on certain assumptions and are subject to significant risks and uncertainties.
These forward-looking statements are based on management's expectations as of
the date hereof, and the Company does not undertake any responsibility to
update any of these statements in the future. Actual future performance and
results could differ from that contained in or suggested by these forward-
looking statements as a result of factors set forth in this Form 10QSB
(including those sections hereof incorporated by reference from other filings
with the Securities and Exchange Commission) The following discussion should be
read in conjunction with the financial statements of the Registrant and notes
thereto contained elsewhere in this report.
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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 1410 - 675 West Hastings
Street, Vancouver, BC, Canada. The telephone number is (604) 307-3011. The fax
number is (604) 357-5355. We maintain a website at www.cascadetechnologies.net.
Any information displayed on the website is not part of this prospectus.
We plan to become a non-franchised stocking distributor who buys and sells
semiconductors, electro-mechanical and passive components from franchised and
non-franchised distributors. 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 sell nor do we plan to engage in
a formal franchise agreement with any manufacturer. As a non-franchised
distributor, our customers are required to deal directly with us in relation to
warranties on defective parts and they will not have any rights or warranties
with the original manufacturer nor with any franchised or non-franchised
distributor we purchase parts from. We have negotiated with franchised and non-
franchised distributors, however, warranty agreements we believe to be similar
to those issued by the manufacturer based upon management's experience in the
industry, for the return of defective products. Based upon management's
experience, most franchised as well as non-franchised distributors offer
warranty agreements similar to the manufacturer. We will only purchase products
from distributors that offer this type of warranty. The warranty agreements are
issued to us by the distributors with the full understanding that we will be
reselling the components to third parties. This allows us to be able to offer
our customers a similar warranty. The terms of the warranty given by our
suppliers to us, 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. In October of 2005, we
listed 20 different parts for sale on our website. We have not had any sales to
date and have had limited operations.
6
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.
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 $45,675.
To date, we have established a website and have listed 20 products for sale. To
date, we have made no sales. 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 relationships with 6 potential suppliers for
future sales. We have established verbal agreements with these 6 suppliers in
regards to warranty issues, shipping costs and issues, estimated response times
on quotes for parts, and potential price discounts should our sales reach
certain milestones. At this time, all agreements with suppliers are verbal.
Though we fully believe these suppliers will honor our agreements, there is no
guarantee that they will.
1) We have completed negotiations with certain suppliers for the sale of 20
common parts and currently have these parts advertised for sale on our
website. We are now advertising these parts on an industry website called
Broker Forum www.brokerforum.com. Broker Forum is a website that many
buyers and sellers visit. Sellers of parts advertise the inventory or
availability of parts through Broker Forum and their own websites. We
believe the estimated cost to advertise these products will be $145.00 per
month. At this time, we are currently testing the market with the sale of
these 20 products on our website and have recently advertised on
www.Brokerforum.com. Further, we have leased a 200 square foot office for
$600.00
2) We plan on attending the annual Electronic Components Show from November
23-26 in Shanghai, China. This trip will cost approximately $5000 and will
work on expanding our supplier base in China
7
3) In late October or early November of 2006, we plan to purchase
approximately $10,000 worth of inventory for future sale. This will coincide
with our full scale add campaign described below. We hope review the brief
sales history of our products to date, prior to purchasing this inventory.
4) In late October or early November 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 approximately
$500- $1000.
5) In early 2007, 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) In early 2007, we plan to establish a larger, fulltime office which we
estimate to cost approximately $2000 per month
In the next 12 months, we also anticipate that we will expend approximately
$8000 in freight and $3000 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 $157,000.
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.
8
ITEM 3. CONTROLS AND PROCEDURES
The Principal Executive Officer and Principal Financial Officer conducted
an evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of the end of the period covered by this report. Based on that evaluation,
the Principal Executive Officer and Principal Financial Officer concluded
that the Company's disclosure controls and procedures were effective as of
the end of the period covered by this report. There were no significant
changes in internal control over financial reporting (as defined in Rule 13a-
15(f) under the Exchange Act) that occurred during the first quarter of 2006
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
N/A
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
N/A
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
N/A
9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
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.*
10.1 Letter Agreement for Office Space Rental (Dated May 1, 2006)*
31.1 ss. 302 Certification of Principal Executive Officer
31.2 ss. 302 Certification of Principal Accounting Officer
32.1 ss. 906 Certification of Principal Executive Officer, Principal
Accounting Officer
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Exhibits marked with a * are hereby incorporated by reference and can be found
in our SB-2 Registration Statement, as amended , filed under SEC File Number
333-124284.
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CASCADE.TECHNOLOGIES CORP
Date: 7/17/06
By: /s/ Bruce Hollingshead
----------------------
Bruce Hollingshead
President/Director
By: /s/ Christine Thomas
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Christine Thomas
Secretary/Treasurer/Principal Financial
and Accounting Officer/Director
By: /s/ Shannon MacQuarrie
----------------------
Shannon MacQuarrie
Director