Attached files
| file | filename |
|---|---|
| EX-32.1 - EXH321 - XZERES Corp. | exh32_1.htm |
| EX-31.1 - EXH312 - XZERES Corp. | exh31_2.htm |
| EX-31.1 - EXH311 - XZERES Corp. | exh31_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
|
[X]
|
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
|
For
the quarterly period ended November 30,
2009
|
|
|
[ ]
|
Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
|
|
For
the transition period to __________
|
|
|
Commission
File Number: 333-91191
|
Cascade Wind Corp.,
Inc.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
74-2329327
|
||
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
||
|
4888 NW Bethany Blvd, Suite K-5 141 , Portland, OR
97229
|
|||
|
(Address
of principal executive offices)
|
|||
|
503-617-4831
|
|
(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 Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X] Yes [
] No
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). [ ]
Yes [X] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
|
[ ]
Large accelerated filer Accelerated filer
|
[ ]
Non-accelerated filer
|
|
[X]
Smaller reporting company
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes [ ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 4,651,978 shares as of January 20,
2010.
|
Page
|
||
|
PART I – FINANCIAL INFORMATION
|
||
| 3 | ||
| 4 | ||
| 5 | ||
| 6 | ||
|
PART II – OTHER INFORMATION
|
||
| 6 | ||
| 6 | ||
| 6 | ||
| 6 | ||
| 6 | ||
| 7 | ||
| 7 | ||
PART
I - FINANCIAL INFORMATION
Item
1. Financial
Statements
|
Our
financial statements included in this Form 10-Q are as
follows:
|
|
|
F-1
|
Balance
Sheet as of November 30, 2009 (unaudited) and February 28, 2009
(audited);
|
|
F-2
|
Statements
of Operations for the three and nine months ended November 30, 2009 and
2008, and period from October 3, 2008 (Inception of Development Stage) to
November 30, 2009 (unaudited);
|
|
F-3
|
Statement
of Stockholders’ Deficit for period from February 29, 2008 to November 30,
2009 (unaudited);
|
|
F-4
|
Statements
of Cash Flows for the nine months ended November 30, 2009 and 2008, and
period from October 3, 2008 (Inception of Development Stage) to November
30, 2009 (unaudited);
|
|
F-4
|
Notes
to Financial Statements;
|
These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the SEC instructions to Form 10-Q. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended
November 30, 2009 are not necessarily indicative of the results that can be
expected for the full year.
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC.)
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
As
at November 30, 2009 and February 28, 2009
|
ASSETS
|
November 30, 2009
|
February 28,
2009
|
||||||
|
(unaudited)
|
(audited)
|
|||||||
|
Current
assets
|
||||||||
|
Cash
|
$ | 98 | $ | 1,978 | ||||
|
Total
current assets
|
98 | 1,978 | ||||||
|
TOTAL
ASSETS
|
$ | 98 | $ | 1,978 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 160,705 | $ | 161,093 | ||||
|
Loans
from shareholder
|
15,740 | 5,140 | ||||||
|
TOTAL
LIABILITIES
|
176,445 | 166,233 | ||||||
|
STOCKHOLDERS’
DEFICIT
|
||||||||
|
Preferred
stock, $.01 par value, 5,000,000 shares authorized, no shares
issued and outstanding
|
||||||||
|
Common
stock, $.001 par value, 100000,000 shares authorized, 4,651,978 shares
issued and outstanding
|
4,652 | 4,652 | ||||||
|
Additional
paid in capital
|
40,367 | 40,367 | ||||||
|
Deficit
accumulated during the Development stage
|
(221,366 | ) | (209,274 | ) | ||||
|
Total
stockholders’ deficit
|
(176,347 | ) | (164,255 | |||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 98 | $ | 1,978 | ||||
See
accompanying notes to financial statements.
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC.)
(A
DEVELOPMENT STAGE COMPANY)
UNAUDITED
STATEMENTS OF OPERATIONS
Three
Months and Nine Months ended November 30, 2009 and November 30,
2008
Period
from October 3, 2008 (Inception) to November 30, 2009
|
Three
months
ended November 30,
2009
|
Three
months
ended November 30,
2008
|
Nine
months
ended November 30,
2009
|
Nine
months
ended November 30, 2008
|
Period
from October 3, 2008 (Inception) to November 30, 2009
|
||||||||||||||||
|
Revenues
|
||||||||||||||||||||
| $ | - | $ | - | $ | - | $ | - 0- | $ | -0- | |||||||||||
|
Operating
expenses
|
1,362 | 13,922 | 12,092 | 13,922 | 221,366 | |||||||||||||||
|
Net
loss from continuing operations
|
(1,362 | ) | (13,922 | ) | (12,092 | ) | (13,922 | ) | (221,366 | ) | ||||||||||
|
Income
(loss) from discontinued operations, net of income tax
|
-0- | (48,333 | ) | -0- | (237,495 | ) | -0- | |||||||||||||
|
Other
comprehensive loss, net of tax
|
-0- | (40,573 | ) | -0- | (40,425 | ) | -0- | |||||||||||||
|
Net
comprehensive loss
|
$ | (1,362 | ) | $ | (102,828 | ) | $ | (12,092 | ) | $ | (291,842 | ) | $ | (221,366 | ) | |||||
|
Net
loss per share – basic and diluted:
|
||||||||||||||||||||
|
Continuing
operations
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0 .01 | ) | ||||||||
|
Discontinued
operations
|
(0.00 | ) | (0.02 | ) | (0.00 | ) | (0 .14 | ) | ||||||||||||
|
Total
|
$ | (0.00 | ) | $ | (0.02 | ) | $ | (0.00 | ) | $ | (0 .15 | ) | ||||||||
|
Comprehensive
loss per share
|
$ | (0.00 | ) | $ | (0.03 | ) | $ | (0.00 | ) | $ | (0 .18 | ) | ||||||||
|
Weighted
average
common
shares outstanding
|
4,651,978 | 3,151,345 | 4,651,978 | 1,650,738 | ||||||||||||||||
See
accompanying notes to financial statements.
CASCADE
WIND CORP., INC.
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC.)
(A
DEVELOPMENT STAGE COMPANY)
UNAUDITED
STATEMENT OF STOCKHOLDERS’ DEFICIT
AS
OF NOVEMBER 30, 2009
|
Common
Stock
|
Additional
Paid
in
|
Deficit
Accumulated
During
the
Development
|
Retained
|
Comprehensive
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Earnings
|
Gain
(Loss)
|
Total
|
||||||||||||||||||||||
|
Balance,
February 29, 2008
|
1,155,609 | $ | 0 | $ | 1,455,314 | - | $ | 1,315,813 | $ | 40,425 | $ | 2,811,552 | ||||||||||||||||
|
Reverse
stock split and par value adjustment
|
(1,005,530 | ) | 150 | (150 | ) | - | - | - | 0 | |||||||||||||||||||
|
Decrease
in holding gain on available for sale investments, net of deferred tax
credit of $13,880
|
- | - | - | - | - | (25,780 | ) | (25,780 | ) | |||||||||||||||||||
|
Transfer
to recognized gain on available for sale investments, net of deferred tax
expenses of $7,887
|
- | - | - | - | - | (14,645 | ) | (14,645 | ) | |||||||||||||||||||
|
Distribution
to shareholders
|
- | - | (1,453,706 | ) | - | (1,078,318 | ) | - | (2,532,024 | ) | ||||||||||||||||||
|
Common
stock issued for cash at $0.01 per share
|
4,501,899 | 4,502 | 40,517 | - | - | - | 45,019 | |||||||||||||||||||||
|
Reduction
in paid in capital for excess liabilities from discontinued
operations
|
- | - | (1,608 | ) | - | - | - | (1,608 | ) | |||||||||||||||||||
|
Net
loss for the year ended February 28, 2009
|
- | - | - | (209,274 | ) | (237,495 | ) | - | (446,769 | ) | ||||||||||||||||||
|
Balance,
February 28, 2009
|
4,651,978 | 4,652 | 40,367 | (209,274 | ) | 0 | 0 | (164,255 | ) | |||||||||||||||||||
|
Net
loss for the period ended November 30, 2009
|
- | - | - | (12,092 | ) | - | (12,092 | ) | ||||||||||||||||||||
|
Balance,
November 30, 2009
|
4,651,978 | $ | 4,652 | $ | 40,367 | $ | (221,366 | ) | $ | 0 | $ | 0 | $ | (176,347 | ) | |||||||||||||
See
accompanying notes to financial statements.
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC)
(A
DEVELOPMENT STAGE COMPANY)
UNAUDITED
STATEMENTS OF CASH FLOWS
Nine
months ended November 30, 2009 and November 30, 2008
Period
from October 3, 2008 (Inception) to November 30, 2009
|
Nine
months
ended November 30, 2009
|
Nine
months
ended November 30, 2008
|
Period
from October 3, 2008 (Inception) to November 30, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net
loss
|
$ | (12,092 | ) | $ | (13,922 | ) | $ | (221,366 | ) | |||
|
Change
in non-cash working capital items
|
||||||||||||
|
Accounts
payable and accrued liabilities
|
( 388 | ) | 13,922 | 160,705 | ||||||||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(12,480 | ) | -0- | (60,661 | ) | |||||||
|
CASH
FLOWS USED IN INVESTING ACTIVITIES
|
-0- | -0- | -0- | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds
from sales of common stock
|
-0- | 45,019 | 45,019 | |||||||||
|
Loan
from shareholder
|
10,600 | -0- | 15,740 | |||||||||
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
10,600 | 45,019 | 60,759 | |||||||||
|
CASH
FLOWS USED IN DISCONTINUED OPERATIONS
|
(2,058,283 | ) | -0- | |||||||||
|
NET
INCREASE (DECREASE) IN CASH
|
(1,880 | ) | (2,013,264 | ) | 98 | |||||||
|
Cash,
beginning of period
|
1,978 | 2,062,887 | -0- | |||||||||
|
Cash,
end of period
|
$ | 98 | $ | 49,623 | $ | 98 | ||||||
|
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||||||||||||
|
Interest
paid
|
$ | - | $ | - | ||||||||
|
Income
taxes paid
|
$ | - | $ | - | ||||||||
See
accompanying notes to financial statements.
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE 1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Cascade Wind Corporation
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission (“SEC”), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s filing with the SEC on
Form 10-K. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods
are not necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for the
most recent fiscal year 2009 as reported in Form 10-K, have been
omitted.
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Cascade
Wind Corp., Inc. (“Cascade” and the “Company”) was originally incorporated in
New Mexico in January of 1984. Cascade is a Development stage company
as of October 3, 2008 and has not yet realized any revenues from its planned
operations.
Cash and
Cash Equivalents
For the
purposes of presenting cash flows, Cascade considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable and accrued liabilities, and advances from a director. The carrying
amount of these financial instruments approximates fair value due either to
length of maturity or interest rates that approximate prevailing market rates
unless otherwise disclosed in these financial statements.
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES (continued)
.
Comprehensive
Income
The
Company has adopted standards for reporting and display of comprehensive income,
its components and accumulated balances. When applicable, the Company
will disclose this information on its Statement of Stockholders’
Equity. Comprehensive income comprises equity except those resulting
from investments by owners and distributions to owners. The Company
has not had any significant transactions that are required to be reported in
other comprehensive income.
Income
Tax
Deferred
income taxes reflect the net effect of (a) temporary difference between carrying
amounts of assets and liabilities for financial purposes and the amounts used
for income tax reporting purposes, and (b) net operating loss carryforwards. No
net provision for refundable Federal income tax has been made in the
accompanying statement of loss because no recoverable taxes were paid
previously. Similarly, no deferred tax asset attributable to the net operating
loss carryforward has been recognized, as it is not deemed likely to be
realized.
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 amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November 30, 2009
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES (continued)
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent
accounting pronouncements
Cascade
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE 3 -
GOING CONCERN
Cascade
has recurring losses and has a deficit accumulated during the development stage
of $221,366 as of November 30, 2009. Cascade's financial statements
are prepared using the generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, Cascade has no
current source of revenue. Without realization of additional capital, it would
be unlikely for Cascade to continue as a going concern. Cascade 's
management plans on raising cash from public or private debt or equity
financing, on an as needed basis and in the longer term, revenues from the
acquisition, Development and development of mineral interests, if
found. Cascade's ability to continue as a going concern is dependent
on these additional cash financings, and, ultimately, upon achieving profitable
operations through the development of mineral interests.
NOTE 4 –
INCOME TAXES
For the
periods ended November 30, 2009, Cascade has incurred net losses and, therefore,
has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is approximately $221,000 at November 30, 2009, and
will begin to expire in the year 2029.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
2009
|
|
|
Deferred
tax asset attributable to:
|
|
|
Net
operating loss carryover
|
$ 75,300
|
|
Valuation
allowance
|
(75,300)
|
|
Net
deferred tax asset
|
$ -
|
CASCADE
WIND CORPORATION
(FORMERLY
KNOWN AS INTERMOUNTAIN REFINING CO., INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE 5-
LOAN FROM SHAREHOLDER
On
October 14, 2008, the Company received a loan from a shareholder for
$5,140. The loan is non-interest bearing and due on
demand.
During
the period ended November 30, 2009 the Company received additional loans
totaling $10,600 from a shareholder. The loan is non-interest bearing
and due on demand.
NOTE 6 –
SUBSEQUENT EVENTS
The
Company has analyzed its operations subsequent to November 30, 2009 through the
date these financial statements were submitted to the Securities and Exchange
Commission, and has determined that it does not have any material subsequent
events to disclose in these financial statements.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Overview
We were
originally incorporated in the state of New Mexico in January of 1984 for the
purpose of producing natural gas, leasing asphalt manufacturing products, and
leasing asphalt storage facilities. On February 28, 2007, we sold all of our
interests in 19 natural gas producing wells that we operated in Southwestern
Kansas. Projections of future cash flows associated with the Kansas properties
were expected to decline significantly due to the old age of the subject
producing wells coupled with recent changes made by Oneok Field Services to the
gas purchase and sale agreement. In the past, sales of natural gas from the
Kansas properties represented a significant portion of our total revenues.
Following the sale of our Kansas properties, we sought to acquire additional oil
and/or natural gas producing properties or other complementary business
opportunities, to replace revenues and cash flows lost due to the sale of the
Kansas properties.
In an
effort to reconstitute our business, on October 2, 2008, at an annual meeting of
our shareholders, we redomiciled our company from New Mexico to Nevada, reverse
split our outstanding common stock at a ratio of 7.7 to 1, and increased our
authorized common stock from 10,000,000 to 100,000,000 with an accompanying
change in par value from no par value per share to $.001 par value per
share.
On
October 3, 2008, we entered into a Plan of Liquidation and Escrow Agreement (the
“Plan”) with our former officer and director, Mr. William Hagler, for the
purpose of effecting the liquidation of all of our assets to our
shareholders. Our board of directors and shareholders approved the
Plan pursuant to Nevada law. Under the Plan, Mr. Hagler served as
escrow agent and was authorized to sell and otherwise liquidate all of our
assets and properties and to pay or make adequate provision for the payment of
all of our debts, liabilities and obligations (the “Asset Sale”). The net
proceeds from the Asset Sale have been distributed to our shareholders of record
as of December 11, 2008.
As a
result of the Asset Sale, we are no longer engaged in our prior business, but
will undertake the business of manufacturing and selling wind energy
generators. In connection with our new business direction, we are
currently involved in negotiations with different entities in the industry, but
have not entered into any definitive agreements as of the date of this
report. There can be no assurance that our efforts to acquire such an
opportunity will be successful.
Our
principal executive offices are located at 4888 NW Bethany Blvd, Suite K-5 #141,
Portland, OR 97229.
Results
of Operations for the Three and Nine Months Ended November 30, 2009 and November
30, 2008, and Period from October 3, 2008 (Date of Inception of Development
Stage) to November 30, 2009
Income.
From our inception as a development stage company on October 3, 2008 through
November 30, 2009, we recorded $-0- in revenues from continuing
operations
Operating
Expenses. We recorded $221,366 in operating expenses from our inception
as a development stage company on October 3, 2008 through November 30, 2009. We
recorded $1,362 in operating expenses for the three months ended November 30,
2009, and $12,092 in operating expenses for the nine months ended November 30,
2009. The Company liquidated its assets and ceased operations as of
October 3, 2008.
Discontinued
Operations. We reported a loss from discontinued operations of $48,333
for the three months ended November 30, 2008, and a loss of discontinued
operations of $237,495 for the nine months ended November 30, 2008.
Net
Loss. We recorded a comprehensive loss of $1,362 for the three
months ended November 30, 2009, $102,828 for the three months ended November 30,
2008, $12,092 for the nine months ended November 30, 2009, $291,842 for the nine
months ended November 30, 2008, and $221,366 from our inception as a development
stage company on October 3, 2008 through November 30, 2009.
Liquidity
and Capital Resources
At
November 30, 2009, we had $98 in current assets and $176,445 in current
liabilities, resulting in a working capital deficit of $176,347.
At the
date of this quarterly report, we have essentially ceased operations and are not
a going concern. We are actively searching for other business opportunities, but
have located nothing as of the date of this report.
To date,
we have paid no dividends and do not anticipate paying dividends into the
foreseeable future.
Going
Concern
We have
recurring losses and have a deficit accumulated during the development stage of
$221,366 as of November 30, 2009. Our financial statements are
prepared using the generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, we have no
current source of revenue. Without realization of additional capital, it would
be unlikely for us to continue as a going concern Our management plans on
raising cash from public or private debt or equity financing, on an as needed
basis and in the longer term, revenues from the acquisition, Development and
development of mineral interests, if found. Our ability to continue
as a going concern is dependent on these additional cash financings, and,
ultimately, upon achieving profitable operations through our business
plan.
Off
Balance Sheet Arrangements
As of
November 30, 2009, there were no off balance sheet arrangements.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 4T. Controls and
Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of November 30, 2009. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Steven Shum. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of November 30, 2009, our disclosure controls and procedures
are effective. There have been no changes in our internal controls
over financial reporting during the quarter ended November 30,
2009.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
Item 1. Legal
Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item
1A: Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
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
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended November
30, 2009.
Item 5. Other
Information
None
Item 6. Exhibits
|
Exhibit
Number
|
Description
of Exhibit
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Cascade
Wind Corp., Inc.
|
|
|
Date:
|
January
21, 2010
|
|
By: /s/Steven
Shum
Steven
Shum
Title: Chief
Executive Officer, Chief Financial Officer, Principal Accounting
Officer and Director
|