UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


Amendment No. 1





(Mark One)[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended August 31, 2009[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-52141Commission File NumberCASCADE TECHNOLOGIES CORP.(Exact name of registrant as specified in its charter)Wyoming
98-0440633(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)250 North Robertson Blvd., Suite 427
90211(Address of principal executive offices)
(Zip Code)(310) 858-1670(Registrant’s  telephone number, including area code)








Securities registered pursuant to Section 12(b) of the Exchange Act:Title of each class
Name of each exchange on which registeredn/a
n/a





Securities registered pursuant to Section 12(g) of the Exchange Act:Title of  classCommon Stock, no par value





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes
[   ]
No
[X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.





Yes
[ ]
No
[X]





Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes
[X]
No
[   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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
[   ]
No
[ X]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.





Yes
[   ]
No
[X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
[   ]
Accelerated filer
[   ]Non-accelerated filer
[   ]
Smaller reporting company
[X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes
[  ]
No
[X]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.





As of February 28, 2009 the aggregate market value of voting common stock held by non-affiliates of the registrant is $1,813,500.   Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PAST 5 YEARS:





Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes
[   ]
No
[   ]





APPLICABLE ONLY TO CORPORATE REGISTRANTS





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.





163,950,000 common shares outstanding as of December 9, 2009





2


DOCUMENTS INCORPORATED BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.





None





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EXPLANATORY NOTE





In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we are filing this abbreviated Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A1”) of Cascade Technologies Corp. (the “Company”) for the year ended August 31, 2009 (the “2009 Form 10-K”), to effect the amendments described below:





PART II ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Liquidity & Capital Resources – Paragraph 5  Page  of Form 10-K– We have amended  our disclosure to include further detail in regard to the rescission of $68,000 of subscription funds raised under a private placement and the assumption and debt settlement of those funds.





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Note 7 – Other Events Page F-12





We have amended our financial statements to provide more detailed disclosure to include further detail in regard to the rescission of $68,000 of subscription funds raised under a private placement and the assumption and debt settlement of those funds.  The amendment is made to Note 7 – Other Events beginning on Page F-12  of our financial statements.





PART II - ITEM 9A(T).  CONTROLS AND PROCEDURES.


We have amended this disclosure under Item 9A(T) on Page 9 to comply with SEC policies in regard to this section.





PART III -ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Dr. Erik Lindsley was appointed President and Director of the Company on December 8, 2009.  However, Ms. Danforth continued to fulfill the role of Principal Executive Officer through December 31, 2009 to allow Dr. Lindsley to familiarize himself with the affairs of the Company.  During this period, all affairs of the Company were undertaken out of the Company’s offices in Calgary, Alberta at the direction and guidance of Ms. Danforth as Principal Executive Officer.  Our identification of Dr. Lindsley as Principal Executive Officer on Page 13 under Security Ownership Of Management was incorrect.  We have revised the disclosure in the table to reflect that Ms. Danforth was our Principal Executive Officer at the time of the filing.





PART IV - ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Our original filing on Form 10-K did not include the debt settlement agreements and amendments as executed by the creditors.   These agreements were appended to our Form 10-Q as filed with the SEC on April 19, 2010.  We have updated our exhibit list to reflect this.





SIGNATURES





Our original filing on Form 10-K under the signatures, we represented that the entire board of directors had executed the Form 10-K.   We should have used the word majority of the Board of Directors.  We have updated the signature page to reflect the signatures of a majority of the Board of Directors.





Except for the amendments described above, this Form 10-K/A1 does not revise, update, or in any way affect any information or disclosure contained in the 2009 Form 10-K and we have not updated the disclosures contained here to reflect events that occurred at a later date.





In addition, in accordance with applicable SEC rules, this Form 10K/A1 includes currently dated certifications from Jacqueline Danforth as our Principal Executive Officer and Principal Accounting Officer as at the time of the original filing, in Exhibits 31 and 32.


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PART IIITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS –Liquidity & Capital Resources –





As of August 31, 2009, our cash balance was $715. We have limited cash on hand and we will be required to raise capital to fund our operations. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders or loans from existing shareholders and management or outside loans, and our ability to achieve and maintain profitable operations. Management believes that the Company's cash and cash equivalents will not be sufficient to meet our working capital requirements for the next twelve month period. We have had minimal cash flow from operating activities as we are in the development stage and we have therefore determined not to continue to pursue our semi-conductor business.   We have determined that the Company will seek projects in the sector of renewable energy, and other possible revenue generating projects which we believe offers substantive opportunity to build value for our shareholders, if successful.





There are no assurances that we will be able to obtain funds required for our continued operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.





There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of our products and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.





The Company had previously attempted an offering of restricted securities to raise a maximum of $450,000 at a price of $0.15 per share, in which it had been successful in raising a total of $68,000 through the above offering. However, subsequent to the quarter ending May 31, 2009, the Company’s legal counsel and management determined that the subscriptions did not comply with available exemptions, and therefore all of the subscriptions for shares were rescinded by the subscribers.





Of the $68,000 raised, $13,000 was returned to the investors directly. The balance of the funds in the amount of $55,000 was initially converted to loans pursuant to the terms of the rescission agreements, which loans were subsequently assigned to Mel Dick and Dave Harding who agreed to assume the loans, as they had originally raised the funds pursuant to the subscriptions. Mr. Dick had intended to become a director of the Company, however he was never appointed to the Board of Directors of the Company.  None of the subscribers had any affiliation with the Company however the subscribers were either relatives or close friends and business associates of Mr. Dick and Mr. Harding.  On August 10, 2009, the Company entered into debt settlement agreements with Mr. Dick and Mr. Harding (the “Creditors”).  The Creditors agreed to accept certain of the Company’s assets which included, $5,440 of office and computer equipment from the Company’s subsidiary office in British Columbia and the Company’s business plan for $15,750, which they would use for a new entity they were forming and in which they intended to issue shares to the subscribers who had executed rescission agreements with the Company.  In respect to the debt settlements the Company confirmed its indebtedness to the Creditors in an amount of $55,000 as of August 10, 2009, and the Creditors agreed to accept the fixed assets of the Company plus $10 as final settlement of the debt.  On August 31, 2009, the Company and Mr. Dick entered into an amended agreement whereby Mr. Dick assumed an additional $3,763 of debt related to travel and other expenses in preparation of the business plan.  The total amount of $58,763 was recorded as other income for the Company.  The costs had been expensed in prior reporting periods.  Of the $68,000 raised, $13,000 was returned to the investors directly. The balance of the funds in the amount of $55,000 was initially converted to loans pursuant to the terms of the rescission agreements, which loans were subsequently assigned to Mel Dick and Dave Harding who agreed to assume the loans, as they had originally raised the funds pursuant to the subscriptions. Mr. Dick had intended to become a director of the Company, however he was never appointed to the Board of Directors of the Company.  None of the subscribers had any affiliation with the Company however the subscribers were either relatives or close friends and business associates of Mr. Dick and Mr. Harding.  On August 10, 2009, the Company entered into debt settlement agreements with Mr. Dick and Mr. Harding (the “Creditors”).  The Creditors agreed to accept certain of the Company’s assets which included, $5,440 of office and computer equipment from the Company’s subsidiary office in British Columbia and the Company’s business plan for $15,750, which they would use for a new entity they were forming and in which they intended to issue shares to the subscribers who had executed rescission agreements with the Company.


5


In respect to the debt settlements the Company confirmed its indebtedness to the Creditors in an amount of $55,000 as of August 10, 2009, and the Creditors agreed to accept the fixed assets of the Company plus $10 as final settlement of the debt.  On August 31, 2009, the Company and Mr. Dick entered into an amended agreement whereby Mr. Dick assumed an additional $3,763 of debt related to travel and other expenses in preparation of the business plan.  The total amount of $58,763 was recorded as other income for the Company.  The costs had been expensed in prior reporting periods.





In the year ending August 31, 2009, the amount of loans due to shareholders increased by $19,659 to $36,168, which loans contributed to the working capital during the fiscal year.





Our Company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities or by way of loans or such other means as the Company may determine.  There can be no assurance that we will be able to raise any funds.





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Note 7 – Other Events Page F-12





We have amended our financial statements to provide more detailed disclosure to include further detail in regard to the rescission of $68,000 of subscription funds raised under a private placement and the assumption and debt settlement of those funds.  The amendment is made to Note 7 – Other Events on  Pages F-12 – F14 of our financial statements.





NOTE 7                                OTHER EVENTS





On September 10, 2008, Mr. Bruce Hollingshead, a Director and the President of the Company, resigned from the Board of Directors and as President of the Company.  Mr. Hollingshead did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.





On September 10, 2008, Christine Thomas, a Director and Secretary/Treasurer and Chief Financial Officer of the Company, resigned as a Director and Secretary / Treasurer and Chief Financial Officer.  Mrs. Thomas did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.





On September 10, 2008, Shannon MacQuarrie, a Director of the Company, resigned as Director of the Company.  Mrs. MacQuarrie did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.





On September 10, 2008, Mr. Rick Walchuk was appointed to the Board of Directors of the Company and as President of the Company and on September 10, 2008, Jacqueline Danforth was appointed to the Board of Directors of the Company and Secretary / Treasurer and Chief Financial Officer of the Company.





On February 2, 2009, Mr. Rick Walchuk, the president of the Company, resigned as the President of the Company.  Mr. Rick Walchuk did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.





On February 3, 2009, Mr. Dwayne Flett was elected to the Board of Directors of the Company and as the President of the Company. Mr. Flett served as the President and Chief Executive Officer of the Company until December 8, 2009 when the Company received his resignation.





On March 1, 2009, the Company determined to change its business plan and to seek projects in the renewable energy sector.   Further, the Company determined to raise up to $450,000 at $0.15 per share on a best efforts basis.  On March 5, 2009, the Company received subscriptions under its offering for a total of 66,667 shares at a price of $0.15 per share. On March 13, 2009, the Company received subscriptions for a total of 133,333 shares at a price of $0.15 per share.  On April 29, 2009, the Company received subscriptions from several investors for a total of 200,000 shares at a price of $0.15 per share.  On May 26, 2009, the Company received subscriptions for a total of 53,333 shares at a price of $0.15 per share.


6


The Company had originally accepted the subscriptions received in March, 2009 but had not issued shares in respect of the subscriptions.   On a further review of available exemptions for the offering, management determined that the subscriptions did not comply and therefore all of the subscriptions for shares were rescinded by the subscribers.





At the end of May 31, 2009, the Company declined to accept the aforementioned subscriptions totaling 453,333 shares at a price of $0.15 per share, and the investors agreed to allow funds received by the Company totaling $68,000 to remain as loans payable. Of the $68,000 raised, $13,000 was returned to the investors directly. The balance of the funds in the amount of $55,000 was initially converted to loans pursuant to the terms of the rescission agreements, which loans were subsequently assigned to Mel Dick and Dave Harding who agreed to assume the loans, as they had originally raised the funds pursuant to the subscriptions. Mr. Dick had intended to become a director of the Company, however he was never appointed to the Board of Directors of the Company.  None of the subscribers had any affiliation with the Company however the subscribers were either relatives or close friends and business associates of Mr. Dick and Mr. Harding.  On August 10, 2009, the Company entered into debt settlement agreements with Mr. Dick and Mr. Harding (the “Creditors”).  The Creditors agreed to accept certain of the Company’s assets which included, $5,440 of office and computer equipment from the Company’s subsidiary office in British Columbia and the Company’s business plan for $15,750, which they would use for a new entity they were forming and in which they intended to issue shares to the subscribers who had executed rescission agreements with the Company.  On August 10, 2009, the Company entered into debt settlement agreements with the two individuals. In respect to the agreements, the Company confirmed its indebtedness to the Creditors in an amount of 55,000 as of August 10, 2009, and the Creditors agreed to accept the assets of the Company in settlement of the debt





1.
All office furniture and fittings, including computer equipment, desks, chairs and all other office fittings purchased from the period starting February 2009 to current date and currently owned by the Company;





2.
$10 dollars and other good and valuable considerations.





On August 31, 2009, the Company and Mr. Dick entered into an amended agreement whereby Mr. Dick assumed an additional $3,763 of debt related to travel and other expenses in preparation of the business plan.  The total amount of $58,763 was recorded as other income for the Company.  The costs had been expensed in prior reporting periods.





On April 30, 2009, the Company entered into a Memorandum of Understanding (“MOU”) with Brisk Solar Inc., a division of FEC Finance Energy Corp. (“Brisk”). Under the terms of the MOU, the Company and Brisk had a period of sixty (60) days to negotiate and finalize the terms of a definitive agreement whereby Brisk would grant to the Company the exclusive rights to market the Brisk products and services in the United States and the non-exclusive rights to market the products and services globally, excluding Africa. The MOU proposed that the Company issue to Brisk a total of six million (6,000,000) shares of the Company’s common stock in exchange for the rights.  The definitive agreement did not finalize and therefore the MOU is terminated.


7




PART II - ITEM 9A(T).  CONTROLS AND PROCEDURES.





We have amended this disclosure under Item 9A(T) on Page 9.





Evaluation of Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of August 31, 2009.  Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company required to be included in our reports filed or submitted under the Exchange Act.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.





All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2009.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of August 31, 2009, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.





Changes in Internal Control Over Financial Reporting





There were no changes (including corrective actions with regard to deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended August 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART III -ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.








Dr. Erik Lindsley was appointed President and Director of the Company on December 8, 2009.  However, Ms. Danforth continued to fulfill the role of Principal Executive Officer through December 31, 2009 to allow Dr. Lindsley to familiarize himself with the affairs of the Company.  During this period, all affairs of the Company were undertaken out of the Company’s offices in Calgary, Alberta at the direction and guidance of Ms. Danforth as Principal Executive Officer.  Our  identification of Dr. Lindsley as Principal Executive Officer on Page 13 under Security Ownership Of Management was incorrect.  We have revised the disclosure in Amendment No. 1 of Form 10-K in the table listed below to reflect that Ms. Danforth was our Principal Executive Officer at the time of the filing as represented by the certification filed with this Amendment 1 on Form 10K.


8


Security Ownership of Management





TITLE OFCLASS
NAME OF BENEFICIAL OWNER
AMOUNT AND NATURE OF BENEFICIAL OWNER
PERCENT OFCLASS (1)Common
Erik Lindsley, President and Director
0
0.0%Common
Rick Walchuk, Director
25,000
<0.01%Common
Jacqueline Danforth, Principal Executive Officer, Secretary/Treasurer, Chief Financial Officer and Director
150,000,000 shares held indirectly(2)
91.49%Common
All Officers and Directors as agroup
Common Shares
91.5%Notes(1)
Based upon 163,950,000 issued and outstanding shares of common stock as of December 9, 2009.(2)
These shares are held in the name of Crest Capital Corp., a company of which Ms. Danforth is the beneficial owner.





PART IV - ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibits





Number
Description3.1
Articles of Incorporation
Incorporated by reference to the Exhibits filed with the Form SB-2 filed under SEC file number 333-1242843.1(i)
Amended Articles of Incorporation
Incorporated by reference to the Form 8-K filed with the SEC on July 28, 20083.1(ii)
Amended Articles of Incorporation
Incorporated by reference to the Form 8-K filed with the SEC on January 2, 2009.3.2
Bylaws
Incorporated by reference to the Exhibits filed with the Form SB-2 filed under SEC file number 333-1242843.2(i)
Amended Bylaws
Incorporated by reference to our Schedule 14C filed with the SEC on March 20, 200710.1
Memorandum of Understanding between Cascade Technologies Corp and Brisk Solar Inc. dated April 30, 2009
Incorporated by reference to our Form 8-K filed with  the SEC on May 5, 200910.2
Memorandum of Agreement between Cascade Technologies Corp. and Spectral Molecular Imaging, Inc.
Filed herewith




9





10.3
Debt Settlement Agreement between Cascade Technologies Corp and Dwayne Flett dated August 10, 2009
Incorporated by reference to our Form 10-Q filed with the SEC on April 19, 2010.10.4
Debt Settlement Agreement between Cascade Technologies Corp and Mel Dick dated August 10, 2009
Incorporated by reference to our Form 10-Q filed with the SEC on April 19, 2010.10.5
Debt Settlement Agreement between Cascade Technologies Corp. and Dave Harding dated August 10, 2009
Incorporated by reference to our Form 10-Q filed with the SEC on April 19, 2010.10.6
Amendment to Debt Settlement Agreement between Cascade Technologies Corp. and Mel Dick dated August 31, 2009
Incorporated by reference to our Form 10-Q filed with the SEC on April 19, 2010.31.1
Section 302 Certification - Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer
Filed herewith32.1
Certification 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 the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute a majority of the  board of directors:





Date:
December 9, 2009
By:
/s/ Jacqueline DanforthName:
Jacqueline DanforthTitle:
DirectorDate:
December 9, 2009
By:
/s/ Rick WalchukName:
Rick WalchukTitle:
DirectorDate
December 9, 2009
By:Name:
Erik LindsleyTitle:
Director





10


SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





CASCADE TECHNOLOGIES CORP.





Date:
April 23, 2010
By:
/s/ Jacqueline DanforthName:
Jacqueline DanforthTitle:
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute a majority of the board of directors:





Date:
April 23, 2010
By:
/s/ Erik LindsleyName:
Erik LindsleyTitle:
DirectorDate:
April 23, 2010
By:
/s/ Jacqueline DanforthName:
Jacqueline DanforthTitle:
DirectorDate:
April 23, 2010
By:
/s/ Daniel FarkasName:
Daniel FarkasTitle:
Director




11