UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended NOVEMBER 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _____________________
Commission file number: 133-124284
CASCADE TECHNOLOGIES CORP.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
WYOMING 98-0440633
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
675 West Hastings Street, Suite 1410, Vancouver, British Columbia V6B 1N2
--------------------------------------------------------------------------
(Address of principal executive offices)
604-307-3011
---------------------------
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
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 such shorter
period that the registrant was required to file such reports), Yes [x] No [ ]
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 [ ] No [x]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Outstanding as of December 15, 2006
- -------------------------- -----------------------------------
Common Stock, no par value 10,930,000
PART 1 - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
CASCADE TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
NOVEMBER 30, 2006
(UNAUDITED)
ASSETS
Current assets
Cash $ 26,831
Prepaid expense 600
---------
Total assets $ 27,431
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loans due to shareholders $ 307
---------
Total liabilities 307
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 (66,876)
---------
Total stockholders' equity 27,124
---------
Total liabilities and stockholders' equity $ 27,431
=========
See Accompanying Notes to Financial Statements
1
CASCADE TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENS OF OPERATIONS
From January 16, 2004
For the Three Months For the Three Months (Date of Inception)
Ended Ended through
November 30, 2006 November 30, 2005 November 30, 2006
----------------- ----------------- -----------------
Revenues $ -- $ -- $ --
Cost of revenues -- -- --
----------------- ----------------- -----------------
Gross profit -- -- --
Operating expenses
Selling general and administrative 2,355 4,007 66,876
----------------- ----------------- -----------------
Total operating expenses 2,355 4,007 66,876
----------------- ----------------- -----------------
Loss before provision for income taxes (2,355) (4,007) (66,876)
Other income (expense) -- -- --
Provision for income taxes -- -- --
----------------- ----------------- -----------------
Net loss $ (2,355) $ (4,007) $ (66,876)
================= ================== =================
Basic income (loss) per common share $ (0.00) $ (0.00)
================= ==================
Diluted income (loss) per common share $ (0.00) $ (0.00)
================= ==================
Basic weighted average common
shares outstanding 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 -- -- (28,172) (28,172)
------------ ---------- ----------------- ------------
Balance, August 31, 2006 10,930,000 94,000 (64,521) 29,479
Net loss -- -- (2,355) (2,355)
------------ ---------- ----------------- ------------
Balance, November 30, 2006 10,930,000 $ 94,000 $ (66,876) $ 27,124
============ ========== ================= ============
See Accompanying Notes to Financial Statements
3
CASCADE TECHNOLOGIES, CORP.
STATEMENT OF CASHFLOWS
(UNAUDITED)
From January 16, 2004
For the Three Months For the Three Months (Date of Inception)
Ended Ended through
November 30, 2006 November 30, 2005 November 30, 2006
----------------- ----------------- -----------------
Cash flows from operating activities:
Net loss $ (2,355) $ (4,007) $ (66,876)
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 prepaid expense -- -- (600)
Change in loans due to shareholders 307 78 307
----------------- ----------------- -----------------
Net cash used by operating activities (2,048) (3,929) (66,169)
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 (2,048) (3,929) 26,831
Cash, beginning of period 28,879 57,940 --
----------------- ----------------- -----------------
Cash, end of period $ 26,831 $ 54,011 $ 26,831
================= ================= =================
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 November 30, 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.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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.
OUR BUSINESS
Cascade Technologies Corp. ("Cascade", "We", "Us", "Our" or the "Company") was
incorporated under the laws of Wyoming on January 16th, 2004 as Arkon
Technologies Inc. We changed our name to Cascade Technologies Corp. 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. We have recently commenced operations and we
currently have no business revenue and no significant assets. Our company has
never declared bankruptcy, it has never been in receivership, and it has never
been involved in any legal action or proceedings.
We are in the process of becoming 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 one 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.
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
estimate that Mr. Hollingshead devotes approximately 30 hours a week to the
business. We estimate that Ms. Mac Quarrie and Ms. Thomas devote approximately
25 hours a week each.
PLAN OF OPERATIONS
We have established a website and have listed 20 products for sale. To date,
we have made no sales. Also, our President has made one trip to China in the
past year in order to interact with and solicit potential suppliers and
customers. We feel we have secured relationships with six potential suppliers
for future sales. We have established verbal agreements with these six
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, nor is there any way for us to enforce
such agreements. In 2005, our President in his trip to Asia met with various
representatives of these suppliers in China. Due to that initial contact and
consistent proper follow-up by our Company over the last few months those
suppliers have had increasing confidence in us and are beginning now to be more
forthcoming in their warranty representations. The Chinese business culture is
based on relationship and an oral or verbal tradition. Developing strong
relationships with proper supply representatives appears to be proving to be
one of the potential strengths and advantages that our Company will enjoy to
its market advantage.
We have completed negotiations with certain suppliers for the sale of 20 common
components and currently have these parts advertised for sale on our website.
We are also now advertising these parts on an industry website called Broker
Forum (www.brokerforum.com). Broker Forum is a website that many industry
buyers and sellers visit. Sellers of parts advertise the inventory or
availability of parts through Broker Forum and their own websites. Presently,
we are testing the market with the sale of these 20 products on our website and
have recently advertised on www.Brokerforum.com.
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 three 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 four major trade shows a year, two in North America, one in Europe
and one 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 early 2007 to aid us in the retention of new customers.
We intend to register and list our web address with search engines and
directories such as Google, Yahoo, and WebCrawler. We also plan to participate
in special interest mailing lists to gain visibility among a targeted audience
and generate traffic for our web site. E-mail messages would be sent to
specific targeted mailing lists. We also plan to participate in industry
related newsgroups to gain visibility and develop relationships with targeted
audiences.
We have commenced with the development of a corporate identity package, which
consists of a unique and distinctive identifying mark, or logo, and a
background and typeface color scheme for use in both printed material such as
stationery, business cards and sales material, as well as for use on Cascade's
website.
We have and continue to invest significant amounts of Officers and Directors
time and effort in establishing, maintaining and developing ties to supplier
contacts within Asia. These ties as they develop and strengthen will allow us
to source a greater and greater line of products to sell.
We plan to purchase approximately $10,000 worth of inventory for future sale.
This will coincide with our planned advertising campaign in Electronic Buyers
News and other industry publications. We intend to review the sales history of
our products prior to purchasing this inventory.
As soon as practical in 2007 we plan to hire a full time sales person to cover
North America and Europe. The proposed compensation for this sales person is
estimated to be a base salary of $40,000/year with a commission package of one
(1%) percent of the value of the sales, excluding all taxes. Also in 2007 we
plan to establish a larger, full time office. Also, over the next twelve
months, we anticipate that we will expend approximately $3000 to continually
update our central database of suppliers as we continue to grow.
Our costs over the next twelve months are estimated 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 conducted any substantial 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 financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these 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.
ITEM 3.CONTROLS AND PROCEDURES.
Our President and Chief Executive Officer, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports that are filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
reports that are filed under the Exchange Act is accumulated and communicated
to management, including the principal executive officer, as appropriate to
allow timely decisions regarding required disclosure. Under the supervision of
and with the participation of management, including the principal executive
officer, the Company has evaluated the effectiveness of the design and
operation of its disclosure controls and procedures as of November 30, 2006,
and, based on its evaluation, our principal executive officer has concluded
that these controls and procedures are effective.
(b) Changes in Internal Controls
There have been no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation described above, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We have not held a stockholders meeting or submitted matters to a vote of
stockholders during the period covered by this report.
ITEM 5. OTHER INFORMATION
None
ITEM 6. 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.*
10.1 Letter Agreement for Office Space Rental (Dated May 1, 2006)*
31.1 ss. 302 Certification of Chief Executive Officer
31.2 ss. 302 Certification of Chief Financial Officer
32.1 ss. 906 Certification of Chief Executive Officer, Chief
Financial Officer
- ------------------------------------------------------------------------------
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.
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.
December 15, 2006 /s/ Bruce Hollingshead
--------------------------------------
Bruce Hollingshead, President/Director
Chief Executive Officer
December 15, 2006 /s/ Christine Thomas
------------------------------------
Christine Thomas, Secretary/Director
Chief Financial Officer
December 15, 2006 /s/ Shannon MacQuarrie
----------------------------
Shannon MacQuarrie, Director