10QSB 1 form10qsbfeb2007filing.htm FORM 10-QSB

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 February 28, 2007

[ ]

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 incorporation

(I.R.S. Employer Identification No.)

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 [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 April 20, 2007

Common Stock, no par value

10,930,000

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements.

	Page

Unaudited Financial Statements

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Stockholders’ Equity	F-4

Statement of Cash Flows	F-5

Notes to Unaudited Financial Statements	F-6

CASCADE TECHNOLOGIES CORP.

FINANCIAL STATEMENTS

For the six months ended February 28, 2007 and 2006

F-1

CASCADE TECHNOLOGIES CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET FEBRUARY 28, 2007 (UNAUDITED)

ASSETS

Current assets
	Cash		$ 20,415
	Prepaid expense		600

Total assets			$ 21,015

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
	Loans due to shareholders		$ 595

Total liabilities			595


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		(73,580)
		Total stockholders' equity	20,420

Total liabilities and stockholders' equity			$ 21,015

See Accompanying Notes to Financial Statements

F-2

CASCADE TECHNOLOGIES CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)
							From January 16, 2004
			For the Three Months	For the Six Months	For the Three Months	For the Six Months	(Date of Inception)
			Ended	Ended	Ended	Ended	through
			February 28, 2007	February 28, 2007	February 28, 2006	February 28, 2006	February 28, 2007

Revenues			$ -	$ -	$ -	$ -	$ -
Cost of revenues			--	--	--	--	--
	Gross profit		--	--	--	--	--

Operating expenses
	Selling general and administrative		6,704	9,059	2,525	6,532	73,580
		Total operating expenses	6,704	9,059	2,525	6,532	73,580

	Loss before provision for income taxes		(6,704)	(9,059)	(2,525)	(6,532)	(73,580)

Other income (expense)			--	--	--	--	--
Provision for income taxes			--	--	--	--	--

Net loss			$ (6,704)	$ (9,059)	$ (2,525)	$ (6,532)	$ (73,580)

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

F-3

CASCADE TECHNOLOGIES CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF STOCKHOLDERS’ EQUITY FROM JANUARY 16, 2007 (DATE OF INCEPTION) THROUGH FEBRUARY 28, 2007 (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	--	--	(9,059)	(9,059)

Balance, February 28, 2007	10,930,000	$ 94,000	$ (73,580)	$ 20,420

See Accompanying Notes to Financial Statements

F-4

CASCADE TECHNOLOGIES CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)
						From January 16, 2004
				For the Six Months	For the Six Months	(Date of Inception)
				Ended	Ended	through
				February 28, 2007	February 28, 2006	February 28, 2007

Cash flows from operating activities:
	Net loss			$ (9,059)	$ (6,532)	$ (73,580)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Stock based compensation		--	--	1,000
	Changes in operating assets and liabilities:
		Change in prepaid expense		--	--	(600)
		Change in loans due to shareholders		595	(1,424)	595

			Net cash used by operating activities	(8,464)	(7,956)	(72,585)

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				(8,464)	(7,956)	20,415

Cash, beginning of period				28,879	82,930	--

Cash, end of period				$ 20,415	$ 74,974	$ 20,415

See Accompanying Notes to Financial Statements

F-5

CASCADE TECHNOLOGIES CORP.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

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 February 28, 2007 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.

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.

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

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 February 28, 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.

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, 2006)	Incorporated by reference to the Exhibits attached to the Form SB-2 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 and Principal Financial Officer	Filed herewith
32.1	Certification for CEO and CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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.

/s/ Bruce Hollingshead

April 24, 2007

Bruce Hollingshead, President/Director

/s/ Christine Thomas

April 24, 2007

Christine Thomas, Secretary/Director

Chief Financial Officer

/s/ Shannon MacQuarrie

April 24, 2007

Shannon MacQuarrie, Director