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 MAY 31, 2008
[ ] 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.
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(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
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(Address of principal executive offices)
604-307-3011
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(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 [X] No [ ]
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 July 14, 2008
Common Stock, no par value 10,930,000
PART 1 - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
Page
Unaudited Financial Statements
Balance Sheet F-2
Statements of Operations F-3
Statement of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5
Notes to Unaudited Financial Statements F-6
2
CASCADE TECHNOLOGIES CORP.
FINANCIAL STATEMENTS
May 31, 2008
F-1
CASCADE TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
ASSETS
Current assets
Cash $ 1,192
Prepaid expense 600
-------------
Total current assets 1,792
Total assets $ 1,792
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Due to shareholder $ 10,804
-------------
Total current liabilities 10,804
Total liabilities 10,804
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 (103,012)
-------------
Total stockholders' deficit (9,012)
-------------
Total liabilities and stockholders' deficit $ 1,792
=============
F-2
CASCADE TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
From January 16,2004
(Date of
For the Three Months For the Three Months For the Nine Months For the Nine Months Inception)
Ended Ended Ended Ended through
May 31, 2008 May 31, 2007 May 31, 2008 May 31, 2007 May 31, 2008
-------------------- -------------------- ------------------- ------------------- ---------------------
Revenues $ 2,380 $ -- $ 6,672 $ -- $ 6,672
Cost of revenues 2,325 -- 6,221 -- 6,221
-------------------- -------------------- ------------------- ------------------- ---------------------
Gross profit 55 -- 451 -- 451
Operating expenses
Selling, general and 6,150 1,598 18,693 17,964 103,463
administrative -------------------- -------------------- ------------------- ------------------- ---------------------
Total operating expenses 6,150 1,598 18,693 17,964 103,463
-------------------- -------------------- ------------------- ------------------- ---------------------
Net loss $ (6,095) $ (1,598) $ (18,242) $ (17,964) $ (103,012)
==================== ==================== ==================== =================== =====================
Basic income (loss) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
per common share ==================== ==================== ==================== =================== =====================
Basic weighted
average common
shares outstanding 10,930,000 10,930,000 10,930,000 10,930,000 6,720,056
==================== ==================== ==================== =================== =====================
F-3
CASCADE TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM JANUARY 16, 2004 (DATE OF INCEPTION) THROUGH FEBRUARY 29, 2008
(UNAUDITED)
Accumulated Total
Common Stock 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 -- -- (20,249) (20,249)
-------------- ------------- ----------------- -------------
Balance, August 31, 2007 10,930,000 94,000 (84,770) 9,230
Net loss -- -- (18,242) (18,242)
-------------- ------------- ----------------- -------------
Balance, May 31, 2008 (unaudited) 10,930,000 $ 94,000 $ (103,012) $(9,012)
============== ============= ================= =============
F-4
CASCADE TECHNOLOGIES, CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the For the
Nine Nine From January 16, 2004
Months Months (Date of Inception)
Ended Ended through
May 31, May 31, May 31,
2008 2007 2008
------------ ------------- --------------
Cash flows from
operating activities:
Net loss $ (18,242) $ (17,964) $ (103,012)
Adjustments to reconcile net
loss to net cash
used by operating activities:
Stock based -- -- 1,000
compensation
Changes in operating assets and
liabilities:
(Increase) in -- -- (600)
prepaid expense
Net cash used by operating (18,242) (17,964) (102,612)
activities
------------ ------------- --------------
Cash flows from
financing activities:
Proceeds from issuance of -- -- 93,000
common stock
Increase in due to shareholders 10,567 751 10,804
------------ ------------- --------------
Net cash provided by 10,567 751 103,804
financing activities ------------ ------------- --------------
Net change in cash (7,675) (17,213) 1,192
Cash, beginning of 8,867 28,879 --
period ------------ ------------- --------------
Cash, end of period $ 1,192 $ 11,666 $ 1,192
============ ============= ==============
F-5
CASCADE TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(A)ORGANIZATION AND BUSINESS:
Cascade Technologies Corp. ("Cascade", "the Company", "we", or
"our Company") was incorporated on January 16, 2004 in the State
of Wyoming as Akron Technologies, Inc. We changed our name to
Cascade Technologies Corp. on March 9, 2004.
Going Concern
The accompanying financial statements have been prepared in
conformity with U.S. generally accepted accounting principles,
which contemplate continuation of the Company as a going concern.
The Company has begun generating revenue, is considered a
development stage company, has experienced recurring net operating
losses, had an accumulated deficit of ($103,012) and had a working
capital deficiency of $(9,012) as of May 31, 2008. These factors
raise substantial doubt about the Company's ability to continue as
a going concern. Management plans to issue more shares of common
stock in order to raise funds. These financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
(B)BASIS OF PRESENTATION:
The accompanying unaudited financial statements have been prepared
in accordance with Securities and Exchange Commission requirements
for financial statements. The financial statements should be read
in conjunction with the Form 10-KSB for the year ended August 31,
2007 of the Company.
The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.
The financial information is unaudited. In the opinion of
management, all adjustments (which include normal recurring
adjustments) necessary to present fairly the financial position as
of May 31, 2008 and the results of operations and cash flows
presented herein have been included in the financial statements.
(C)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 amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED):
(D)CASH AND CASH EQUIVALENTS:
For purposes of the statement of cash flows, the Company considers
highly liquid financial instruments purchased with a maturity of
three months or less to be cash equivalents.
(E)INCOME TAXES:
The Company adopted FASB Interpretation No. 48 ("FIN 48"),
"Accounting for Uncertainty in Income Taxes", which clarifies the
accounting for uncertainty in income taxes recognized in the
financial statements in accordance with SFAS No. 109, "Accounting
for Income Taxes." The Company utilizes the liability method of
accounting for income taxes. Under the liability method deferred
tax assets and liabilities are determined based on the differences
between financial reporting basis and the tax basis of the assets
and liabilities and are measured using enacted tax rates and laws
that will be in effect, when the differences are expected to
reverse. An allowance against deferred tax assets is recognized,
when it is more likely than not, that such tax benefits will not
be realized.
Any deferred tax benefit is considered immaterial and has been
fully offset by a valuation allowance because at this time the
Company believes that it is more likely than not that the future
tax benefit will not be realized as the Company has no current
operations.
(F)LOSS PER COMMON SHARE:
Basic loss per share is calculated using the weighted-average
number of common shares outstanding during each reporting period.
Diluted loss per share includes potentially dilutive securities
such as outstanding options and warrants, using various methods
such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each
reporting period. The Company does not have any potentially
dilutive instruments.
(G)FAIR VALUE OF FINANCIAL INSTRUMENTS:
The carrying value of cash equivalents and accrued expenses
approximates fair value due to the short period of time to
maturity.
(H)REVENUE RECOGNITION:
Revenue from the sale of products is recognized when title to the
products are transferred to the customer (upon shipment) and only
when no further contingencies or material performance obligations
are warranted, and thereby have earned the right to receive and
retain reasonably assured payments for products sold and
delivered.
(I)NEW ACCOUNTING PRONOUNCEMENTS:
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment of
FASB Statement No. 133," (SFAS "161") as amended and interpreted,
which requires enhanced disclosures about an entity's derivative
and hedging activities and thereby improves the transparency of
financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format
provides a more complete picture of the location in an entity's
financial statements of both the derivative positions existing at
period end and the effect of using derivatives during the
reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial
performance, and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. Early adoption is permitted,
but not expected.
In May 2008, the FASB issued SFAS No. 163, "Accounting for
Financial Guarantee Insurance Contracts - an interpretation of
FASB Statement No. 60." SFAS 163 requires that an insurance
enterprise recognize a claim liability prior to an event of
default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.
This Statement also clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition
and measurement to be used to account for premium revenue and
claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement
requires expanded disclosures about financial guarantee insurance
contracts. The accounting and disclosure requirements of the
Statement will improve the quality of information provided to
users of financial statements. SFAS 163 will be effective for
financial statements issued for fiscal years beginning after
December 15, 2008. The Company does not expect the adoption of
SFAS 163 will have a material impact on its financial condition or
results of operation.
NOTE 2 - DUE TO SHAREHOLDERS:
As of May 31, 2008, the Company owed to a shareholder of the company in the
amount of $5,300. There is no interest charged by the shareholder and there
are no specific repayment terms.
As of May 31, 2008, the Company owed to another shareholder of the company
in the amount of $5,504. There is no interest charged by the shareholder
and there are no specific repayment terms.
NOTE 3 - CAPITAL STOCK TRANSACTIONS:
Common stock - The authorized common stock is 50,000,000 shares with no par
value. As of May 31, 2008, 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-6
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Form 10-QSB 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
10-QSB (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
Since the incorporation of Cascade Technologies Corp., (formerly known as Arkon
Technologies, Inc.) (hereinafter "Cascade", "We", "Us", "Our" or the
"Company"), we have been developing our business as a non-franchised stocking
distributor to buy and sell semiconductors, electro-mechanical and passive
components from franchised and non-franchised distributors. Generally, as a
non-franchised stocking distributor, we buy and sell parts independent of the
parts manufacturer and our customers deal directly with us in relation to
warranties on defective parts.
Our goal of becoming an independent non-franchised stocking distributor has
required a significant amount of time of our president and directors in
developing and offering for sale profitable products for potential customers.
To find these products has required us to maintain and cultivate long term
relationships with various suppliers. For over the last 2 years, our efforts
involved the listing of 20 core products that we felt would be most enticing
for potential customers.
In June 2007, after conducting marketing of our products to what we believed
was our customer base we started seeing some definite interest in our products.
After some product testing, in January of 2008, through one of our contacts, we
lodged our first sale generating revenues. Since then, on May 9, 2008 we
finalized another order for the sale of parts generating $2,100 in revenue.
Management is pleased that there is a marketplace that can be exploited as a
non-franchised stocking distributor and sees moderate continued growth in this
market. As the development of the marketplace is a long term prospect,
management is also looking at exploiting the contacts it has made over the last
few years to see if there are ways of generating additional revenue from
various projects or other options that the suppliers may be aware of so that
additional revenues can be generated for the Company and its stockholders.
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.
3
PLAN OF OPERATIONS
Since incorporation our core business has been in the purchase and sale of the
semi-conductors. We have pursued this business by the creation of a website
displaying 20 products for sale. For the first 2 years, management has
expended significant personal time with various suppliers to foster and develop
supplier relationships. Those relationships have provided various solid product
offerings which have finally resulted in some sales.
Based on the performance and sales activity to date, management plans to
advertise these parts for sale on our website and related internet websites
like Broker Forum (www.brokerforum.com).
As the sales for the Company have been slower in increasing than expected, the
Company's advertising program has been slow to develop. Finances permitting,
plans remain to advertise in the North American weekly electronics buyer's
publication of Electronic Buyers News (EBN) as well as through major global web
sites that are used to source components. Also, additional plans remain 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 Company also has plans to hire a full time sales person to cover North
America and Europe on competitive employment terms.
Our costs over the next twelve months are estimated to remain at 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 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.
To date, our Company has not been as successful as hoped in implementing our
business plan however, we have generated good relationships with our supplier
contacts. Management of our Company is looking at ways of connecting with our
suppliers to investigate opportunities beyond our core business to realize
additional value for our shareholders. We believe there are opportunities that
could coexist and provide synergy to the Company's existing core business to
increase profits.
Should management seize upon the business opportunity and provides a good fit
for the Company, management may acquire assets or technologies to develop our
own business or we may seek out business opportunities with established similar
business entities to enhance the existing core business or generate increased
value for the Company's stockholders.
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
4
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 assets or
liabilities. 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 May 31, 2007, 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.
5
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 Incorporated by reference to the Exhibits attached to the Form SB-2
Registration Statement, as amended, filed under SEC File Number
333-124284.
3.1(b)Amendment to Articles of Incorporation Incorporated by reference to the Exhibits attached to the Form SB-2
Registration Statement, as amended, filed under SEC File Number
333-124284.
3.2(a)By Laws Incorporated by reference to the Exhibits attached to the Form SB-2
Registration Statement, as amended, filed under SEC File Number
333-124284.
3.2(b)Amended and Restated ByLaws Incorporated by reference to our Schedule 14C filed on March 20,
2007.
10.1 Letter Agreement for Office Space Rental (Dated May 1, Incorporated by reference to the Exhibits attached to the Form SB-2
2006) Registration Statement, as amended, filed under SEC File Number
333-124284.
22.1 Notice of Annual Meeting of Shareholders Incorporated by reference to our Schedule 14C filed on March 22,
2007.
31.1 Section 302 Certification- Principal Executive Officer Filed herewith
31.2 Section 302 Certification- Principal Accounting Officer Filed herewith
and Principal Financial Officer
32.1 Certification for CEO and CFO Pursuant to 18 U.S.C. Filed herewith
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
6
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.
July 14, 2008 Bruce Hollingshead, President/Director
July 14, 2008 Christine Thomas, Secretary/Director
Chief Financial Officer
July 14, 2008 Shannon MacQuarrie, Director
7