U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of
The Securities Exchange Act of 1934
CASCADIA CAPITAL CORPORATION
(exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-0222922
(I.R.S. Employer Identification Number)
Suite 2901
1201 Marinaside Crescent, Vancouver, British Columbia, V6Z 2V2 Canada
(Address of principal executive offices)
Telephone: (604)681-9588
(Issuer's telephone number)
Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock, Par Value $0.0001 Per Share
(Title of Class)
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
PART I............................................................................................................3
Item 1. Description of Business..................................................................................3
Business Development...........................................................................................3
Description of our Business....................................................................................3
Item 2. Plan of Operation........................................................................................5
Item 3. Description of Property..................................................................................5
Item 4. Security Ownership of Certain Beneficial Owners and Management...........................................5
Item 5. Directors and Executive Officer, Promoters and Control Persons...........................................6
Item 6. Executive Compensation...................................................................................7
Item 7. Certain Relationships and Related Transactions...........................................................8
Item 8. Description of Securities................................................................................8
PART II...........................................................................................................8
Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters..........8
Item 2. Legal Proceedings.......................................................................................10
Item 3. Changes in and Disagreements with Accountants...........................................................10
Item 4. Recent Sales of Unregistered Securities.................................................................10
Item 5. Indemnification of Directors and Officers...............................................................10
PART - FINANCIAL STATEMENTS......................................................................................11
PART III.........................................................................................................21
Item 1. Index to Exhibits.......................................................................................21
SIGNATURES.......................................................................................................21
</TABLE>
2
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business Development
We were incorporated on October 29, 1999 under the laws of the State of Nevada
to engage in any lawful corporate purpose. On October 21,2000, we entered into a
mineral option agreement with Gerry Diakow of Tsawwassen, British Columbia to
acquire two blocks of hard rock mineral claims and one placer claim in the Liard
Mining Division, Province of British Columbia, Canada. We have named our initial
property acquisition the Thibert Creek Properties. This acquisition is the first
material business which we have undertaken. We are a mineral exploration company
and seek to expand our portfolio of mineral exploration properties in the
Cascadia region.
We have not been involved in any bankruptcy, receivership or similar
proceedings.
Description of our Business
(i) OUR PRINCIPAL PRODUCTS AND SERVICES
We are a junior mineral exploration and development company. We have an option
to acquire two blocks of hard rock mineral claims and one placer claim in the
Liard Mining Division in the Province of British Columbia. We acquired our
option on the Thibert Creek Properties in an arm's length negotiation with Mr.
Gerry Diakow of Tsawwassen, British Columbia. Following our acquisition of the
option on the Thibert Creek Properties, we offered Mr. Diakow the position of
vice-president, exploration and acquisitions. Mr. Diakow will be overseeing our
initial exploration on the Thibert Creek Properties and has been given the task
of assembling our portfolio of mineral exploration properties in Western Canada
and in the American Pacific Northwest.
(ii) COMPETITIVE BUSINESS CONDITIONS AND OUR POSITION IN OUR INDUSTRY
Vast areas of Western Canada and the U.S. Pacific Northwest have been explored
and in some cases staked through mineral exploration programs. Vast areas also
remain unexplored. The cost of staking and re-staking new mineral claims and the
costs of most phase one exploration programs are relatively modest.
Additionally, in many more perspective areas, extensive literature is readily
available with respect to previous exploration and development activities. These
facts make it possible for a junior mineral exploration company with experienced
management such as ours to be very competitive with other similar companies. In
effect, we are also competitive with senior companies who are doing grass roots
exploration. In the event our exploration activities uncover prospective mineral
showings, we anticipate being able to attract the interest of better financed
industry partners to assist on a joint venture basis in more extensive
exploration. We are at a competitive disadvantage compared to established
mineral exploration companies when it comes to being able to complete extensive
development programs on claims which we hold or may hold in the future. If we
are unable to raise capital to pay for extensive claim exploration and
development, we will be required to enter into joint ventures with industry
partners which will result in our interest in our claims being substantially
diluted.
3
<PAGE>
As long as management of our company remains committed to building a portfolio
of mineral exploration properties principally through their own efforts, we will
be able to continue operating on modest cash reserves for an extended period of
time.
(iii) SOURCES AND AVAILABILITY OF RAW MATERIALS
Our management team seeks to assemble a portfolio of quality mineral exploration
properties in western Canada and in the U.S. Pacific Northwest. Management's
exploration experience and industry contacts will enable us to assemble the
portfolio of properties through grass roots exploration and staking by our own
management team and by acquiring new properties through option agreements where
new properties can be acquired on favourable terms.
(vi) REQUIREMENT OF GOVERNMENT APPROVAL
We are not in a business which requires government approval for principal
products or services. In the event mining claims which we own or which we
acquire in the future prove to host viable ore bodies, we would be required to
apply for numerous government approvals in order to commence mining. All costs
to obtain the necessary government approvals would be factored into technical
and viability studies in advance of a decision being made to proceed with
development of an ore body.
The mining industry in Canada and the United States is highly regulated. Our
Vice-President of Exploration and Acquisitions, Mr. Gerry Diakow, has extensive
industry experience and is familiar with all government regulations respecting
the initial acquisition and early exploration of mining claims in British
Columbia, Canada. We are unaware of any proposed or probable government
regulations which would have a negative impact on the mining industry in British
Columbia. We propose to adhere strictly to the regulatory framework which
governs mining operations in British Columbia.
(iv) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
At the present time, our costs of compliance with environmental laws are minimal
as we are in the process of acquiring and doing preliminary exploration
activities only. In the event that claims which we now own or may acquire in the
future host a viable ore body, the costs and affects of compliance with
environmental laws will be incorporated in the development plan for these
claims. These development plans will be prepared by qualified mining engineers.
(v) OUR FULL TIME AND PART TIME EMPLOYEES
We currently have two part time employees, namely Mr. Gerry Diakow, our
Vice-President of Exploration and Acquisitions and Mr. Keith Ebert, our C.E.O.,
C.F.O. and Secretary. Mr. Ebert is also our sole director.
OUR EXPENDITURES DURING THE LAST TWO FISCAL YEARS ON RESEARCH AND DEVELOPMENT
ACTIVITIES
4
<PAGE>
We were incorporated in October, 1999 and have not yet completed our first
fiscal year end which will be December 31, 2000. Since our inception, we have
incurred expenditures of approximately $2,000 relating to the preparation of our
audited financial statements. We have also issued 100,000 of our common shares
at a deemed price of $0.50 per share to Mr. Gerry Diakow in consideration for
our option on the Thibert Creek Properties.
ITEM 2. PLAN OF OPERATION
In October, 2000, we issued 40,000 shares at $0.50 per share under Regulation S
to raise proceeds of $20,000. This small financing is sufficient to satisfy our
cash requirements for the next 12 months assuming that our activities are
limited to a phase 1 exploration program on our Thibert Creek Properties.
Management of the Company will continue to actively seek new investors to
increase our cash reserves which will permit management to seek additional
mineral exploration properties.
We do not expect any significant changes in the number of our employees.
Presently, we are fortunate to have the services of an experienced
vice-president of exploration given our limited financial resources. Our current
management team will satisfy our requirements for the foreseeable future.
We expect to acquire as many mineral exploration prospects as possible over the
next 12 months given our limited financial resources. Where possible, we will
issue common shares in payment of new mineral properties or options to acquire
mineral properties to preserve our cash reserves.
We have a two stage exploration program proposed for the Thibert Creek
Properties over the next 12 months. The first stage will include a detailed
VLF-EM and magnetometer geophysics and geological mapping and rock sampling
program for the two hardrock claim blocks. In addition, an excavator will trench
and bulk sample the placer claim. Stage two will include the interpretation of
the geophysics/geochemical survey data and identification of drill targets. This
program is budgeted to cost $10,000 which will be paid from cash on hand.
ITEM 3. DESCRIPTION OF PROPERTY
We operate from our offices at Suite 2901, 1201 Marinaside Crescent, Vancouver,
British Columbia, V6Z 2V2, Canada. Space is provided to us on a rent free basis
by Mr. Ebert, a director of the Company. It is anticipated that this arrangement
will remain until we are able to generate revenue from operations and require
additional office space for new employees. Management believes that this space
will meet our needs for the foreseeable future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below lists the beneficial ownership of our voting securities by each
person known by us to be the beneficial owner of more than 5% of our securities,
as well as the securities beneficially owned by all our directors and officers.
Unless specifically indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
5
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNER OF CLASS
-------------- ------------------- ------------------- --------
<S> <C> <C> <C>
Common Keith Ebert 2,500,000 shares 51.65%
Suite 2901 Direct Ownership
1201 Marinaside Crescent
Vancouver, B.C.
V6Z 2V2
Common Gerry Diakow 100,000 shares 2.07%
1537 - 54th Street Direct Ownership
Tsawwassen, B.C.
Common Management as a 3,600,000 shares 53.72%
group Direct Ownership
</TABLE>
The balance of our outstanding common stock is held by 45 persons.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Our directors and officers are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Keith Ebert 35 President, Secretary, C.F.O. and Director
Gerry Diakow 45 Vice-President, Exploration and Acquisitions
</TABLE>
Our officers and director will serve until the next annual meeting of the
shareholders or until his death, resignation, retirement, removal, or
disqualification, or until his successors have been elected. Vacancies in the
existing Board of Directors are filled by majority vote of the remaining
directors. Our officer serves at the will of the Board of Directors. There are
no family relationships between any executive officer or director.
Resumes
Keith Ebert was appointed to his positions on October 30, 1999. He devotes his
time on an as needed basis which he expects to be approximately ten hours per
month.
Mr. Ebert is a qualified Mechanical Engineer BA Sc., MECH (UBC) (1987). For the
two years preceding the date of this registration statement, Mr. Ebert has been
self employed managing his investment portfolio. Mr. Ebert worked for Marleau,
Lemire Securities Inc. from February, 1993 to July, 1995 as manager of North
American West Coast institutional sales. Mr. Ebert worked for C.M. Oliver & Co.
Ltd. from July, 1995 to May, 1997 as manager of North American West Coast
institutional sales. Marleau, Lemire Securities Inc. and C.M. Oliver & Co. Ltd.
were broker dealers registered by the Investment Dealers Association of Canada.
Mr. Ebert has diverse corporate finance experience across a broad spectrum of
industries ranging from technology to resource. In addition to being a qualified
mechanical engineer, Mr. Ebert has passed the Canadian Investment Dealers
Association's branch manager's exam and partners, directors and officers' exam.
Mr. Ebert acted as branch manager of C.M. Oliver & Co. Ltd. in London, England
from October, 1995 to January, 1997.
6
<PAGE>
Gerry Diakow was appointed to his position on November 14, 2000.
Mr. Gerry Diakow graduated with a BSc. in Chemistry from Vancouver City College
and the University of British Columbia. Mr. Diakow also studied civil and
structural engineering at the British Columbia Institute of Technology. Mr.
Diakow has been engaged primarily in mineral exploration for the past 34 years.
Mr. Diakow has been employed by major mineral exploration companies such as
Union Carbide Mining Exploration, Canadian Superior Mining Exploration and
Anaconda Mining Exploration. Mr. Diakow has worked in mineral exploration
extensively in Canada, the Western United States and in Central America. Mr.
Diakow is a member of the American Society of Economic Geologists.
Conflicts of Interest
Our officers and directors may in the future become shareholders, officers or
directors of other exploration and development companies. Accordingly, direct
conflicts of interest may arise in the future with respect to individuals acting
on our behalf and on behalf of other companies. We do not have a right of first
refusal to opportunities that come to management's attention.
ITEM 6. EXECUTIVE COMPENSATION
Mr. Ebert was issued 2,250,000 shares of our company at a deemed price of $0.001
per share in consideration for his services in organizing Cascadia and acting as
officer and director. Mr. Ebert purchased an additional 250,000 shares for cash
at $0.001 per share.
No other compensation has been awarded to, earned by or paid to our officers
and/or directors since our inception. Management has agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until we have generated revenues from operations. As of the date of
this registration statement, we have no funds available to pay officers or
directors. Further, our officers and director are not accruing any compensation
pursuant to any agreement with us.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------- -------------------------------------- ----------
Long Term Compensation
---------------------------------------------------------------------- -------------------------------------- ----------
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
Annual Compensation Awards Payouts
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Other All
Annual Restricted Securities Other
Name and Principle Comp- Stock Underlying LTIP Comp-
Position Salary Bonus ensation Award(s) Option/Sars Payouts ensation
Year ($) ($) ($) ($) (#) ($) ($)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Keith A. Ebert, 1999/ $0.00 $0.00 $0.00 $0.00 0 $0.00 $0.00
President, C.F.O. and 2000
Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Gerry Diakow, 1999/ $0.00 $0.00 $0.00 $0.00 0 $0.00 $0.00
Vice-President, 2000
Exploration and
Acquisitions
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>
7
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We issued 2,250,000 common shares at a deemed price of $0.001 per share to Mr.
Keith Ebert on November 1, 1999. Mr. Ebert was issued these shares in
consideration for his services in organizing the Company, acting as a director
and officer and building our business plan.
On November 16, 2000, we issued Mr. Gerry Diakow 100,000 common shares in
consideration for our option on the Thibert Creek Properties. This acquisition
was done at arm's length. Mr. Diakow was subsequently appointed as an officer of
Cascadia.
ITEM 8. DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 100,000,000 shares, of common stock,
par value $.0001 per share. There are 4,840,000 shares of common stock issued
and outstanding as of the date of this filing.
Common Stock
All shares of common stock have equal voting rights and are entitled to one vote
per share in all matters to be voted upon by shareholders. Our shares have no
pre-emptive, subscription, conversion or redemption rights and may be issued
only as fully paid and non-assessable shares. Cumulative voting in the election
of directors is not permitted, which means that the holders of a majority of our
issued shares represented at any meeting where a quorum is present will be able
to elect the entire Board of Directors. In that event, the holders of the
remaining shares of common stock will not be able to elect any directors. In the
event of liquidation, each shareholder is entitled to receive a proportionate
share of our assets available for distribution to shareholders after the payment
of liabilities and after distribution of preferred amounts. All shares of our
common stock issued and outstanding are fully paid and non-assessable. Holders
of stock are entitled to share pro rata in dividends and distributions with
respect to the common stock out of funds legally available for that purpose. We
have no intention to issue additional shares other than under this registration
statement.
There are no outstanding options or warrants to acquire our shares. 140,000 of
our 4,840,000 issued shares are restricted securities as that term is defined in
the Securities Act.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
There is no trading market for our common stock. There has been no trading
market to date. Management has not discussed market making with any market maker
or broker dealer. We cannot guarantee that a trading market will ever develop or
if a market does develop, that it will continue.
8
<PAGE>
Market Price
Our common stock is not quoted at the present time. The Securities and Exchange
Commission has adopted a rule that established the definition of a "penny
stock," as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
* that a broker or dealer approve a person's account for transactions in
penny stocks; and
* the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must
* obtain financial information and investment experience and objectives
of the person; and
* make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge
and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule relating to the penny stock market, which, in
highlight form,
* sets forth the basis on which the broker or dealer made the suitability
determination; and
* that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in
both public offering and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Holders
There are forty seven holders of our common stock.
Dividends
We have not paid any dividends to date, and have no plans to do so in the
immediate future.
Transfer Agent
We do not have a transfer agent at this time.
9
<PAGE>
ITEM 2. LEGAL PROCEEDINGS
We are not a party to any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have no changes in or disagreements with our accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On November 1, 1999, we issued 2,450,000 common shares at $0.001 per share to 45
subscribers under Regulation S. None of the offerees or purchasers are U.S.
persons as defined in Rule 902(k) of Regulation S, and no sales efforts were
conducted in the U.S., in accordance with Rule 903(c). Subscribers to the
offering acknowledge that the securities purchased must come to rest outside the
U.S., and the certificates contain a legend restricting the sale of such
securities until the Regulation S holding period is satisfied in accordance with
Rule 903(b)(3)(iii)(A).
We issued 2,250,000 common shares at a deemed price of $0.001 per share to Mr.
Keith Ebert on November 1, 1999. Mr. Ebert was issued these shares in
consideration for his services in organizing the Company, acting as officer and
director and building our business plan. The value of the services rendered is
$2,250. We relied on the exemption contained in section 4(2) of the Securities
Act of 1933.
On October 23, 2000, we issued 40,000 common shares at $0.50 per share to one
subscriber under Regulation S. None of the offerees or purchasers are U.S.
persons as defined in Rule 902(k) of Regulation S, and no sales efforts were
conducted in the U.S., in accordance with Rule 903(c). Subscribers to the
offering acknowledge that the securities purchased must come to rest outside the
U.S., and the certificates contain a legend restricting the sale of such
securities until the Regulation S holding period is satisfied in accordance with
Rule 903(b)(3)(iii)(A).
On November 16, 2000, we issued Mr. Gerry Diakow 100,000 common shares under
section 4(2) of the Securities Act of 1933 in consideration for our option on
the Thibert Creek Properties.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of our Bylaws states certain indemnification rights. Our Bylaws
provide that we possess and may exercise powers of indemnification for officers,
directors, employees, agents and other persons. Our Board of Directors is
authorized and empowered to exercise all of our powers of indemnification,
without shareholder action. Our assets could be used to satisfy any liabilities
subject to indemnification.
10
<PAGE>
PART - FINANCIAL STATEMENTS
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 2000
11
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
<S> <C> <C>
DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated Professionals
--------------------------------------------------------------------------------------------------
</TABLE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Cascadia Capital Corporation
(An Exploration Stage Company)
We have audited the balance sheet of Cascadia Capital Corporation (An
Exploration Stage Company) as at October 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 2000 and the
results of its operations, changes in stockholders' equity and its cash flows
for the year then ended in accordance with United States generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred a net loss since inception and
has had no revenues and has a minimal working capital position at October 31,
2000. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
"DAVIDSON & COMPANY"
Vancouver, Canada Chartered Accountants
November 22, 2000
A Member of SC INTERNATIONAL
Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
Pacific Centre, Vancouver, BC, Canada,
V7Y 1G6
TELEPHONE (604) 687-0947 FAX (604) 687-6172
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEET
AS AT OCTOBER 31, 2000
<TABLE>
<CAPTION>
===================================================================================
ASSETS
CURRENT
<S> <C>
Cash and cash equivalents $ 22,398
===================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities $ 2,500
---------------
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized
100,000,000 common shares with a par value of $0.0001
Issued and allotted
4,740,000 common shares 474
Additional paid-in capital 24,226
Deficit accumulated during the exploration stage (4,802)
---------------
19,898
---------------
$ 22,398
===================================================================================
</TABLE>
SUBSEQUENT EVENT (Note 9)
ON BEHALF OF THE BOARD:
/s/ Keith Ebert Director
---------------------------------------------
Keith Ebert
The accompanying notes are an integral part of these financial statements
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 2000
================================================================================
<TABLE>
<CAPTION>
EXPENSES
<S> <C>
Office and miscellaneous $ 2,302
Professional fees 2,500
---------------
LOSS FOR THE YEAR $ 4,802
=============================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.001)
=============================================================================================================
WEIGHTED AVERAGE SHARES ISSUED, AND ALLOTTED 4,700,877
=============================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED OCTOBER 31, 2000
<TABLE>
<CAPTION>
================================================================================================================================
Common Stock
--------------------------------- Deficit
Number Accumulated Total
of Shares Additional During the Stock-
Issued Paid-in Exploration holders'
and Allotted Amount Capital Stage Equity
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1999 -- $ -- $ -- $ -- $ --
Common shares allotted for
services 2,250,000 225 2,025 -- 2,250
Common shares allotted for cash 2,450,000 245 2,205 -- 2,450
Common shares issued for cash 40,000 4 19,996 -- 20,000
Net loss for the year -- -- -- (4,802) (4,802)
-------------- -------------- -------------- -------------- --------------
BALANCE, OCTOBER 31, 2000 4,740,000 $ 474 $ 24,226 $ (4,802) $ 19,898
========================================== ================ ================ =============== ================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
YEAR ENDED OCTOBER 31, 2000
<TABLE>
<CAPTION>
=====================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Loss for the year $ (4,802)
Item not affecting cash:
Common shares allotted for services 2,250
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities 2,500
---------------
Net cash used in operating activities (52)
---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares 20,000
Share subscriptions received in advance 2,450
---------------
Net cash provided by financing activities 22,450
---------------
CHANGE IN CASH POSITION DURING THE YEAR 22,398
CASH POSITION, BEGINNING OF THE YEAR --
---------------
CASH POSITION, END OF THE YEAR $ 22,398
===================================================================================================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
Cash paid for income taxes $ --
Cash paid for interest --
====================================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Common shares allotted for services $ 2,250
====================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2000
================================================================================
1. ORGANIZATION OF THE COMPANY
The Company was incorporated on October 29, 1999 under the laws of the
State of Nevada to engage in any lawful business or activity for which
corporations may be organized under the laws of the State of Nevada and
effectively started its operations on November 1, 1999. The Company is
in the business of exploration and development of mineral properties
and has not yet determined whether its properties contain mineral
resources that may be economically recoverable. The Company therefore
has not reached the development stage and is considered to be an
exploration stage company.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The
general business strategy of the Company is to acquire mineral
properties either directly or through the acquisition of operating
entities. The continued operations of the Company and the
recoverability of mineral property costs is dependent upon the
existence of economically recoverable reserves, confirmation of the
Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and
upon future profitable production. The Company has incurred operating
losses and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to raise
equity financing as required. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might result
from this uncertainty.
====================================================================
2000
--------------------------------------------------------------------
Deficit accumulated during the exploration stage $ (4,802)
Working capital 19,898
====================================================================
3. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues
and expenses during the period. Actual results could differ from these
estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2000
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
RESOURCE PROPERTIES
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value.
ENVIRONMENTAL REQUIREMENTS
At the report date, environmental requirements related to mineral
claims acquired (Note 5) are unknown and therefore an estimate of any
future cost cannot be made.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". A deferred
tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) result from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities" which establishes
accounting and reporting standards for derivative instruments and for
hedging activities. SFAS 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. In June 1999, the Financial
Accounting Standards Board issued SFAS 137 to defer the effective date
of SFAS 133 to fiscal quarters of fiscal years beginning after June 15,
2000. The Company does not anticipate that the adoption of the
statement will have a significant impact on its financial statements.
REPORTING ON COSTS OF START-UP ACTIVITIES
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
of Start-Up Activities" which requires costs of start-up activities and
organization costs to be expensed as incurred. The adoption by the
Company of SOP 98-5 during the year resulted in the Company expensing
all startup costs.
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No.
130 ("SFAS 130"), "Reporting Comprehensive Income". This statement
establishes rules for the reporting of comprehensive income and its
components. The adoption of SFAS 130 had no impact on total
stockholders' equity as of October 31, 2000.
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2000
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies
to record compensation cost for stock-based employee compensation plans
at fair value. The Company has chosen to account for stock-based
compensation using Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly compensation
cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the
amount an employee is required to pay for the stock.
LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
share are to be presented. Basic earnings per share is computed by
dividing income available to common shareholders by the weighted
average number of common shares outstanding during the year. Diluted
earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive
common shares.
4. CAPITAL STOCK
During the year, the Company entered into the following transactions
concerning its capital stock:
i) On November 1, 1999, the Company allotted 2,450,000 of its common
shares for proceeds of $2,450 and allotted 2,250,000 of its common
shares at a deemed value of $2,250 for services rendered.
ii) Issued 40,000 common shares, on October 23, 2000, under Regulation
S of the Securities Act of 1933 at a price of $0.50 per share for
total proceeds of $20,000.
5. MINERAL CLAIMS
On October 21, 2000, the Company entered into an option agreement to
acquire a 100% undivided interest in certain mining claims located in
the Liard Mining Division of British Columbia. As the claims do not
contain any known reserves, the acquisition costs will be expensed as
incurred. To exercise its option, the Company must:
a) Pay the optionor the sum of $50,000 as follows:
i) $25,000 on or before December 31, 2001; and ii) an additional
$25,000 on or before December 21, 2002.
b) Allot and issue to the optionor a total of 1,000,000 common shares
of the Company as follows:
i) 100,000 shares at a deemed price of $0.50 (Note 9);
ii) 200,000 shares upon the completion of a first phase of a work
program on the property;
iii) 200,000 shares upon the completion of a second phase of a work
program on the property; and
iv) 500,000 shares upon the completion of a third phase of a work
program on the property.
<PAGE>
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2000
================================================================================
5. MINERAL PROPERTY (cont'd...)
c) Incur exploration expenditures of $100,000 on the property as follows:
i) $10,000 on or before September 1, 2001;
ii) a further $40,000 on or before June 1, 2001; and
iii) a further $50,000 on or before December 31, 2002.
Upon commencement of production, the Company is subject to a 3% net
smelter returns royalty.
6. RELATED PARTY TRANSACTION
During the year ended October 31, 2000, the Company allotted 2,250,000
common shares at a deemed value of $2,250 to a director of the Company
in exchange for services rendered.
7. INCOME TAXES
For income tax purposes, the Company has a net operating loss
carryforward ("NOL") at October 31, 2000 of approximately $4,800
expiring in 2014 if not offset against future federal taxable income.
There may be certain limitations as to the future annual use of the
NOLs due to certain changes in the Company's ownership.
The Company has deferred tax assets of approximately $1,600 at October
31, 2000, resulting primarily from net operating loss carryforwards.
The deferred tax assets have been fully offset by a valuation allowance
resulting from the uncertainty surrounding their future realization.
<TABLE>
<CAPTION>
<S> <C>
Computed "expected" tax benefit $ 1,600
Decrease in tax benefit resulting from net operating loss
for which no benefit is currently available (1,600)
---------------
$ --
===============
</TABLE>
8. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents, accounts payable and accrued liabilities. Unless otherwise
noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these
financial instruments. The fair value of these financial instruments
approximate their carrying values, unless otherwise noted.
9. SUBSEQUENT EVENT
The Company issued 100,000 common shares, pursuant to an option
agreement, to acquire mineral claims (Note 5(b)(i)).
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
The following exhibits are filed with this Form 10-SB:
ASSIGNED
NUMBER DESCRIPTION
------ -----------
3.1 Articles of Incorporation
3.2 By-Laws
10 Mineral Option Agreement
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
CASCADIA CAPITAL CORPORATION
Date: November 29, 2000 By: /s/ Keith Ebert
----------------------------
Keith Ebert, C.E.O., C.F.O.,
Secretary and Director
21
