UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K





[ X ]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
fiscal year ended August 31, 2008





[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from __________ to ______________





Commission
File Number 00052141







CASCADE TECHNOLOGIES
CORP.


(Exact
name of registrant as specified in its charter)





WYOMING
            98-0440633State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization
            Identification
      No.)





1530
9th
Avenue S.E. Calgary, Alberta, T2G 0T7


(Address
of principal executive offices) (Zip Code)




Registrant’s
telephone number, including area code (403) 693-8000







Securities
registered under Section 12(b) of the Exchange Act:





Title
      of each class
            
            
            Name
      of each exchange on which registeredNone
            
            
            None





Securities
registered under Section 12(g) of the Exchange Act:





Common
      stock, no par value(Title
      of Class)





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 Section 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 Exchange Act during the past 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.


1.Yes [X] No [ ]


2.Yes [X] No [ ]





Indicate
by check mark if disclosure of delinquent filers in response 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 the 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.


[ ]





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 See definitions of “large accelerated filer,” “accelerated
filer,” and “small reporting company” in Rule 12-2 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 [X]
No [ ]





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
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 our
most recently completed second fiscal quarter, the aggregate market value of
voting common stock held by non-affiliates of the registrant was
$100,312.   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 CORPORATE REGISTRANTS)





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





As of
November 12, 2008, the registrant had a total of 10,930,000 shares of common
stock issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify 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 (e.g., annual report to security
holders for fiscal year ended December 24, 1980).








TABLE
OF CONTENTS





Item
      in Form 10-K
                Page
      No.PART
      IItem
      1
                Business
                4Item
      1A
                Risk
      Factors
                8Item
      1B
                Unresolved
      Staff Comments
                8Item
      2
                Properties
                8Item
      3
                Legal
      Proceedings
                9Item
      4
                Submission
      of Matters to a Vote of the Security Holders
                9PART
      IIItem
      5
                Markets
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                9Item
      6
                Selected
      Consolidated Financial Data
                10Item
      7
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                10Item
      7A
                Quantitative
      and Qualitative Disclosures About Market Risk
                14Item
      8
                Consolidated
      Financial Statements and Supplementary Data
                14Item
      9
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                15Item
      9A
                Controls
      and Procedures
                15Item
      9B
                Other
      Information
                16PART
      IIIItem
      10
                Directors,
      Executive Officers and Corporate Governance
                16Item
      11
                Executive
      Compensation
                18Item
      12
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                20Item
      13
                Certain
      Relationships and Related Transactions, and Director
      Independence
                22Item
      14
                Principal
      Accountant Fees and Services
                23PART
      IVItem
      15
                Exhibits,
      Financial Statement Schedules
                23SIGNATURES
                
                25


PART
I








ITEM
1.                      BUSINESS





The
statements contained in this Report on Form 10-K that are not purely historical
statements are forward–looking statements within the meaning of Section 21E of
the Securities and Exchange Act of 1934, including statements regarding the
Company’s expectations, beliefs, hopes, intentions or strategies regarding the
future. These forward-looking statements involve risks and uncertainties. Our
actual results may differ from those indicated in the forward-looking
statements. “Special Note Regarding Forward-Looking Statements” and the factors
and risks discussed in other reports filed from time to time with the Securities
and Exchange Commission.





Cascade
Technologies Corp., (formerly known as Arkon Technologies, Inc.)  was
incorporated in the State of Wyoming on January 16, 2004.





PRINCIPAL
PRODUCTS OR SERVICES AND THEIR MARKETS








We have
been developing our business as a non-franchised stocking distributor to buy and
sell semiconductors, electro-mechanical and passive components from franchised
and non-franchised distributors. Generally, as a non-franchised stocking
distributor, we buy and sell parts independent of the parts manufacturer and our
customers deal directly with us in relation to warranties on defective
parts.





Our goal
of becoming an independent non-franchised stocking distributor has required a
significant amount of time of our president and directors in developing and
offering for sale profitable products for potential customers. To find these
products has required us to maintain and cultivate long term relationships with
various suppliers. For over the last 2 years, our efforts involved the listing
of 20 core products that we felt would be most enticing for potential
customers.





In June
2007, after conducting marketing of our products to what we believed was our
customer base, we started seeing some definite interest in our products. After
some product testing, in January of 2008, through one of our contacts, we lodged
our first sale generating revenues. Since then, on May 9, 2008 we finalized
another order for the sale of parts generating $2,100 in revenue.





Management
is pleased that there is a marketplace that can be exploited as a non-franchised
stocking distributor and sees moderate continued growth in this market. As the
development of the marketplace is a long term prospect, management is also
looking at exploiting the contacts it has made over the last few years to see if
there are ways of generating additional revenue from various projects or other
options that the suppliers may be aware of so that additional revenues can be
generated for the Company and its stockholders.





While the
franchised distributor has established pricing with the manufacturers that they
represent, it may not always be the best pricing.  Components from
manufacturers are often priced differently in different geographic
regions.  However, in North America, components are generally
similarly priced.  The only exception to this is occasionally
components may be priced a bit lower in Northern California due to the fact that
some of the largest consumers of certain of these specific parts are
headquartered in the San Francisco Bay area.  The price differences
generally fluctuate between North America, Asia, and Europe, with North America
generally being the most expensive.





4


Many
local franchised distributors may be given a cost from a manufacturer in one
geographic region that might be higher than in a different geographic region for
the same part.  Yet the franchised distributors’ contract with the
manufacturer does not allow him to take inventory from the geographic region
where the cost is cheapest and move it to his warehouse where he may be bound
with a higher cost.  It is management’s belief that 95% of the OEM’s
buying these parts do not source parts globally, rather they continue to pay the
market price for the part in their own geographic regions, and are missing out
on cost savings if they source their parts globally.  What are some
reasons why these OEM’s don't source globally?  Management believes
many OEM's prefer to deal with North American sources, as they don't want to
deal with the time differences of dealing with European and Asian
sources.  Also, payment terms in Asia often differ with those in North
America.  North American vendors often allow for 45-day payment terms,
while Asian vendors may be asked to pay in advance for its
parts.  Management also believes there is also an ongoing concern of
counterfeit parts that are surfacing in Asia.  Management believes
that these OEM’s would be willing to deal with an independent distributor in
North America who procures parts from Europe and Asia and offers them terms, as
these brokers are the ones taking the risk of potentially procuring counterfeit
or used parts.





As an
independent distributor, we will be forced to face the risks associated in
dealing with Asian and European sources.  We therefore plan on taking
steps to manage those risks.  We have found with our continued
involvement with the Asian marketplace that one way of managing risks with Asian
suppliers is to establish and foster close working relationships with the
managers of those supply sources.  Alot of Asian Chinese suppliers
have recently merged from a Central government run economy that stressed
relationships more than profits.  As this is what those managers are
accustomed to, we have found that relationship building is the most critical
first step to supply security and becoming a trusted distributor or operating
within a supply source distribution chain.  With our continued contact
between our Company’s management and those supplier representatives, we have
developed increasing loyalty from our initial six targeted
suppliers.  Although most Asian suppliers require payment before
shipping or require a deposit at the time of the order, we have now been able to
arrange verbal agreements with those suppliers in Asia so that we will be able
to obtain 30 day payment terms with no required deposit.  There is no
guarantee, however, that we will be able to obtain these favorable terms with
other suppliers; however the Company continues to endeavor to develop more and
more supplier relationships.  Furthermore, as our agreements are
verbal, there is no guarantee that these suppliers will honor our
agreements.  Should we be unable to obtain these terms, we may be
forced to pay the deposit ourselves.  This may result in an eight to
ten week period where our deposit will be tied up.





We will
also have to deal with the risks involved with purchasing counterfeit
parts.  We plan on implementing steps to minimize this
risk.  First, we plan on buying a vast majority of our parts directly
from the manufacturer or a franchised distributor.  We believe this
will greatly lessen, if not eliminate, the risk of purchasing counterfeit
parts.  We also plan on taking steps to insure that other suppliers in
our supply chain have purchased directly from manufacturers or from franchised
distributors.  For those suppliers that are not the manufacturer or a
franchised distributor, we plan on negotiating 30 day terms with the supplier so
that we have an opportunity to view and inspect the parts prior to purchase, and
in some cases, allow our customers to install the parts prior to
payment.  Despite implementing these steps, we may still unwittingly
purchase counterfeit parts, which we would not be able to
resell.  Should this happen, the financial impact would be substantial
as the components in this industry have a high average selling
price.  Such occurrence may, in fact, cause our business to
fail.





Subsequent
to the date of this Annual Report, there was a change of control and new
management and a new Board of Directors have taken over the operations of the
Company.   The current Board of Directors has determined that it
must more aggressively pursue other business opportunities and it intends to
cease operations of its current business unless they can determine that the
business presently undertaken by the Company has an opportunity for growth
within the next fiscal year.  Based on the historical sales of the
semi-conductors, management believes it is unlikely that this business will
continue to operate.





5


COMPETITIVE
BUSINESS CONDITIONS AND OUR COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF
COMPETITION





We face
strong competition in the area of distribution of semiconductors,
electro-mechanical and passive components.  Most of our competitors
are in a far better market position than we are.  Some of the largest
franchised distributors include Arrow Electronics based in New York and Avnet
Electronics based in Phoenix.  Arrow Electronics and Avent Electronics
are multi-billion dollar companies with offices all around the world and are
franchised distributors for over 100 product lines.  Some of the
largest independent private brokers include America II based in Florida and DERF
Electronics and Harry Krantz Company, both based out of New York.  Our
competitors are far more established in the industry and have access to far
greater resources.





SOURCES
AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL
SUPPLIERS





At the
present time, we believe we have secured relationships with six potential
suppliers for future sales, four in China and two in Hong Kong.  We
have established verbal agreements with these suppliers in regards to warranty
issues, shipping costs and issues, estimated response times on quotes for parts,
and pricing issues.  All agreements with suppliers presently are
verbal.  Though we fully believe these suppliers will honor the
agreements, there is no guarantee that they will, nor is there any way for us to
enforce such agreements.  In 2005, our President, during his trip to
Asia met with various representatives of these suppliers in
China.  Due to that initial contact and consistent proper follow-up by
our Company, over the last couple of months those suppliers have had increasing
confidence in us and are beginning now to be more forthcoming in their warranty
representations.  The Chinese business culture is based on
relationships and an oral or verbal tradition. Developing strong relationships
with proper supply representatives appears to be proving to be one of the
potential strengths and advantages that our Company will enjoy to its market
advantage.  Due to our consistent relationship building effort we have
now, for all suppliers, negotiated the following terms in regards to the
warranties which we can subsequently issue to our customers: a one (1) year
warranty, from the date of purchase, guaranteeing that the parts are in good
working condition and are free from any defects.  This warranty will
only cover the cost of the components.  The warranty does not cover
any labor costs associated with assembling the product or removing or replacing
the defective component.  Furthermore, the warranty will not cover
parts damaged due to misuse or abuse by the purchaser.  We believe
this warranty is similar to those issued by franchised distributors and original
manufacturers based on management's experience in the industry.  Based
upon management's knowledge and experience, franchised as well as non-franchised
distributors almost always obtain warranties from their distributors or from the
original manufacturers and therefore can offer the same warranty to their
purchasers.  Nevertheless, we will only purchase products from
distributors that directly offer us this type of warranty.  As we are
issuing the warranty directly to the client based on the warranty we have with
the supplier, there is a chance that the supplier will refuse or be unable to
honor the warranty.  Should that happen, we will bear the risk and
will be responsible for the replacements costs of the defective parts in their
entirety.  In regards to shipping costs, Cascade will be responsible
for paying the costs to ship the purchased products to its Canadian office with
all six suppliers.  Cascade has also negotiated pricing terms for
certain parts with all the suppliers, ranging from periods of three to six
months.  At the expiration of the agreed upon time periods, the
pricing terms are renegotiated.  These pricing terms also include
certain discounts for larger orders.  All six suppliers have also
agreed to a 24 to 48 hour response time on quotes for prices on parts that were
not previously agreed upon.





We also
plan on obtaining for inventory certain products if we can obtain those products
at a discount to the market value.  We may also purchase parts for
inventory if we have retained a customer that has committed to place a three to
six scheduled order with us.





We have
actually begun preliminary operations and have listed twenty different parts for
sale on our website (www.cascadetechnologies.net). We have already negotiated
the prices of these parts from our suppliers. Currently we are using three major
suppliers.   Those three suppliers are: Jetel Electronics Co.,
Jinque Electric Co. Ltd. and Universal Canal Co. Ltd.  The quantities
we have advertised are readily available to us for resale. At the present time,
we have decided not to list a specific price for these parts, and plan on
negotiating a fee with a potential customer based on the quantity of parts the
customer is requesting.  We feel this will allow us to test the market
prior to launching a full advertising and sales campaign.





DEPENDENCE
ON ONE OR A FEW MAJOR CUSTOMERS





Our
business is not dependent on one or a few customers.





6





PATENTS,
TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR
CONTRACTS, INCLUDING DURATION





We
do not have any patents, trademarks or licenses.   We currently
do not have any royalty agreements.  Our Company has also not entered
into any franchise agreements or other contracts that have given, or could give
rise to obligations or concessions.




NEED
FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES





As a
majority of our purchases and sales will be subject to export, we will be
subject to U.S. export administration regulations (also known as EAR). The EAR
is issued by the U.S. Department of Commerce, Bureau of Industry and Security
(BIS) under laws relating to the control of certain exports, re-exports and
activities.  The EAR has been designed primarily to implements the
Export Administration Act of 1979.  The core of the export control
provisions of the EAR concerns exports from the United
States.  Commodities, software and technology that have been exported
from the United States are generally subject to the EAR with respect to
re-export.  The export control provisions of the EAR are intended to
serve the National Security, foreign policy, non-proliferation, and short supply
interests of the United States and in some cases to carry out its international
obligations.  Some controls are designed to restrict access to dual
use items by countries or persons that might apply such items to uses inimical
to U.S. interests.  These include controls designed to stem the
proliferation of weapons of mass destruction and controls designed to limit the
military and terrorism support capability of certain countries.





In order
to export certain items, we will be required to obtain a
license.  Licenses can be applied for at the Bureau of Industry and
Security ("BIS") U.S. Department of Commerce.  However, the ability to
successfully obtain an export license is not guaranteed and is dependent upon
various factors, including the country of export and the end use of the
product.  A majority of the rules and regulations involving the EAR
can be found on their website at http://www.bxa.doc.gov/.





We
believe that approximately 1 to 2 percent of products requested from our
customers may require a license.  At this time, however, we plan on
turning down any orders that require a license for export as we feel that
filling such orders is cost prohibitive and too time consuming.  Most
of the components that require a license to export are military in
nature.  We do not plan on marketing to, or soliciting orders from,
foreign governments or military organizations that would purchase such
components. We may receive requests for certain components that are deemed "dual
use" components.  Dual use components are those parts that have both a
commercial as well as a military use.  An example of dual use
components includes those parts used in radar systems and guidance
systems.  These parts may be restricted for export and require a
license.  We do not expect the request for these components to be more
than 1 to 2 percent of our total opportunities.  At this time, we do
not plan on filling these orders.  We believe our decision not to
source products that require a license will have minimal impact on our
business.





EFFECTS
OF EXISTING OR PROBABLE GOVERNMENT REGULATIONS ON OUR BUSINESS





We
believe that our business will be minimally affected by any existing or probable
government regulations as described above.





RESEARCH
AND DEVELOPMENT ACTIVITIES AND COSTS





We have
not had any costs for research and development to date and we do not anticipate
any future costs.





7


COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS





We
believe that there are environmental regulations in place as of July 2006 that
may impact our business.  Listed below is a brief summary of the
environmental regulations.  The majority of these regulations concern
the use of lead in the production of electronic components and
systems.





The
following key regulatory activities are driving the move to lead free
parts.





The
European Council Directive on "Waste from Electrical and Electronic Equipment"
(WEEE) proposes restrictions on the use of lead among other materials in
electronic products.  On October 10, 2002, the European Council and
European Parliament reached an agreement to set a target date of July 1, 2006
for a ban on hazardous materials including lead.





In
addition to the Environmental Directorate's two proposals, the Enterprise
Directorate has released a draft for a new directive concerning Electrical and
Electronic Equipment (EEE).  The Enterprise Directorate believes this
document offers a new approach in addressing materials currently used in
electrical and electronic equipment that the WEEE might consider
banning.




The
Japanese Ministry of International Trade has set the following
targets:





- In
  April of 1997, the amount of Pb used for automobiles, except for
  batteries:\
- End of
  2000, be reduced "to half compared to 1996 by the end of 2000".
- End of
  2005, be reduced to one third.
- Introduced
  legislation promoting the recycling of household electric appliances, to
  reclaim all Pb used, starting in 2001.

Household
electric appliances manufacturers are already working towards the creation of
completely Pb Phase-out products.





U.S. EPA
announced on July 29, 1999, a proposed rule to drastically lower reporting
thresholds for Pb and Pb compounds to the Toxic Release Inventory from 10,000
lbs. to 10 lbs.





These
regulations may impact us should we purchase lead products that we are unable to
sell because of the implementation of these regulations.  We cannot at
this time estimate the costs we might incur.




EMPLOYEES





We do not
currently have any employees.  All of the operations of the Company
are undertaken by the Board of Directors.





ITEM
1A.                      RISK
FACTORS





Not
Applicable





ITEM
1B.                      UNRESOLVED
STAFF COMMENTS





We have
received no written comments regarding our periodic or current reports from the
staff of the SEC that were issued 180 days or more preceding the end of our 2008
fiscal year that remain unresolved.





ITEM
2.                        
PROPERTIES





The Company’s office during the fiscal period covered by this Annual
Report encompassed approximately 450 square feet of shared commercial office
space provided by a then director of the Company.





The
Company currently operates out of office space at 1530 9th Ave,
S.E., Calgary, Alberta T2G 0T7 provided by one of our directors free of
charge.





8


ITEM
3.                      LEGAL
PROCEEDINGS





The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings as of the date of this Annual Report.




ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





The
Company did not submit any matters to a vote of security holders during the
fourth quarter of the fiscal year ended August 31, 2008.




PART
II




ITEM
5.                      MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.





(a)  The
Company's common stock is presently quoted on the Over the Counter Bulletin
Board (OTC/BB) under the symbol “CSDT”.





The
Company has been quoted on the over the counter bulletin board since July 10,
2007.





Following
is a report of high and low bid prices from July 10, to August 31, 2007 and for
each quarterly period for the year ended August 31, 2008.








Year 2007
              
              High
              
              
              Low4th
      Quarter ended 8/31/07
              
              
              0.00
              
              
              
              0.00





Year 2008
              
              High
              
              
              LowFirst
      Quarter ended 11/28 2007
              
              
              0.15
              
              
              
              0.10Second
      Quarter ended 2/29/2008
              
              
              0.15
              
              
              
              0.15Third
      Quarter ended 5/31/2008
              
              
              0.20
              
              
              
              0.15Fourth
      Quarter ended 8/31/2008
              
              
              0.45
              
              
              
              0.20





The
information as provided above for the fiscal years ended 2007 and 2008 was
provided by Pink Sheets. The quotations provided herein may reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions and have not been adjusted for stock dividends or
splits.





As of
November 20, 2008 there were 4 market makers in the Company’s stock which is
presently quoted on the over the counter bulletin board.





As of
November 20, 2008, there were 8 record holders of the Company’s common
stock.





The
Company has never paid a cash dividend on its common stock and does not intend
to pay cash dividends on its common stock in the foreseeable
future.





9


Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any securities authorized for issuance under equity
compensation plans.





(b)         
RECENT SALES OF UNREGISTERED
SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES





Not
Applicable





ITEM
6.                      SELECTED
FINANCIAL DATA





Not
Applicable





ITEM
7.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





FORWARD-LOOKING STATEMENTS





Much of
the discussion in this Item is “forward-looking” as that term is used in Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.  There are
several factors that could cause actual results or events to differ materially
from those anticipated, and include, but are not limited to general economic,
financial and business conditions, changes in and compliance with governmental
laws and regulations, including various state and federal environmental
regulations, our ability to obtain additional financing from outside investors
and/or bank and mezzanine lenders and our ability to generate sufficient
revenues to cover operating losses and position us to achieve positive cash
flow. Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of a certain date.





Plan
of Operation





Since
incorporation, our core business has been in the purchase and sale of the
semi-conductors. We have pursued this business by the creation of a website
displaying 20 products for sale. For the first 2 years, management has expended
significant personal time with various suppliers to foster and develop supplier
relationships. Those relationships have provided various solid product offerings
which have finally resulted in some sales now occurring.





Based on
the performance and sales activity to date, management plans to advertise these
parts for sale on our website and related internet websites like Broker Forum
(www.brokerforum.com).





As the
sales for the Company have been slower in increasing than expected, the
Company’s advertising program has been slow to develop.  Our plan was
to advertise in the North American weekly electronics buyer’s publication of
Electronic Buyers News (EBN) as well as through major global websites that are
used to source components. Also, additional plans remain to take out
advertisements in major electronics magazines in Europe and Asia and exhibit in
four major trade shows a year, two in North America, one in Europe and one in
Asia.





The
Company business plan also calls for the Company to hire a full time sales
person to cover North America and Europe on competitive employment
terms.




To date,
our Company has not been as successful as hoped in implementing our business
plan; however, we have generated good relationships with our supplier
contacts.




10


Subsequent
to the date of this Annual Report, there was a change in control and management
of the Company.   Present management intends to review the
current business plan and make a determination as to whether to proceed with the
current business or to divest and seek other business
opportunities.





The
management of the Company intends to make this decision prior to December 31,
2008.





Should
management determine to continue with its existing business, our business plan
requires approximately $160,000 to be expended over the next 12
months.  We do not currently have the capital required to fund our
existing business plan.  We intend to raise the capital by way of
loans, the sale of equity or such other means as may present themselves to the
Company, however there can be no assurance that we will be successful in raising
these funds.  Should we determine to divest of our existing business,
there can be no assurance that we will find another business suitable for
acquisition or that, should we fund such business, that we will be able
to  finalize a transaction.





Based on
retaining our current business, over the next twelve months, we plan
to:





(a)
            Raise
      additional capital to execute our business plans.(b)
            Further
      penetrate the sales market worldwide with our product
      offerings.(c)
            Build
      up a network of strategic alliances with several types of suppliers or
      other industries that provide a return for our
    shareholders.(d)
            Fill
      the positions of senior management sales, administrative and engineering
      positions.





Cash
Requirements





For the
next twelve months and given that we meet our forecasted revenues, we plan to
expend a total of approximately $160,000 in implementing our business plan. We
estimate our operating expenses and working capital requirements for the next
twelve months as follows:





Estimated
      ExpensesGeneral
      and Administrative
              
              $
              14,000Sales
      and Marketing
              
              $
              130,000Operations
              
              $
              6,000Professional
      Services
              
              $
              10,000Total
              
              $
              160,000





Our
estimated expenses over the next twelve months are broken down as
follows:





1.
            General and
      AdministrativeWe anticipate
      spending approximately $14,000 on general and administration costs in the
      next twelve months.2.
            Sales and Marketing. We
      anticipate that we may spend up to $130,000 in the next twelve months in
      the sales and marketing to further develop our supplier and customer base.
      This amount reflects our commitment to invest in promotional activities
      for our future products.3.
            Operations. We
      anticipate that we may spend up to $6,000 in the next twelve months in the
      operations of the Company.4.
            Professional Services.
      We anticipate that we may spend up to $10,000 in the next twelve months in
      professional services.





11


Liquidity and Capital Resources





As of
August 31, 2008, our cash balance is $1,435. 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, and our ability to achieve and
maintain profitable operations. Management believes that our 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. We project that we will require
an estimated additional $160,000 over the next twelve month period to fund our
operating cash shortfall. 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 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.





Off-balance
Sheet Arrangements





We have
no off-balance sheet arrangements.


Critical
Accounting Policies





We have
identified certain accounting policies, described below, that are the most
important to the portrayal of our current financial condition and results of
operations.





Revenue
recognition





The
Company recognizes revenue in accordance with the provision of the Securities
and Exchange Commission Staff Accounting Bulletin ("SAB") No. 104 which
establishes guidance in applying generally accepted accounting principles to
revenue recognition in financial statements. SAB No. 104 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred or services
rendered; (3) the price to the buyer is fixed and determinable; and (4)
collectability is reasonably assured.





Research
and development





All costs
of research and development activities are expensed as incurred.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS
COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, at their fair values as of the
acquisition date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the non-controlling interest in the acquiree, be recognized at the full amounts
of their fair values.





12


In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
have on our financial statements.





In
December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51.
The objective of this statement is to improve the relevance, comparability, and
transparency of the financial statements by establishing accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The Company believes that this statement will
not have any impact on its financial statements, unless it deconsolidates a
subsidiary.





In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133). This
statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008 and requires enhanced
disclosures with respect to derivative and hedging activities. The Company will
comply with the disclosure requirements of this statement if it utilizes
derivative instruments or engages in hedging activities upon its
effectiveness.




In
April 2008, the FASB issued FASB Staff Position No. 142-3,
DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to
improve the consistency between the useful life of a recognized intangible asset
(under SFAS No. 142) and the period of expected cash flows used to measure
the fair value of the intangible asset (under SFAS No. 141(R)). FSP
No. 142-3 amends the factors to be considered when developing renewal or
extension assumptions that are used to estimate an intangible asset’s useful
life under SFAS No. 142. The guidance in the new staff position is to be
applied prospectively to intangible assets acquired after December 31,
2008. In addition, FSP No. 142-3 increases the disclosure requirements
related to renewal or extension assumptions. The Company does not believe
implementation of FSP No. 142-3 will have a material impact on its financial
statements.




In May
2008, the FASB issued Statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES.  This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This statement is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”




13


In May
2008, the FASB issued Statement No. 163,ACCOUNTING FOR FINANCE
GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.The premium revenue
recognition approach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation.  This
Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008.





In
June 2008, the FASB issued FASB Staff Position Emerging Issues Task
Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No.
03-6-1”).  Under FSP EITF No. 03-6-1, unvested share-based payment
awards that contain rights to receive nonforfeitable dividends (whether paid or
unpaid) are participating securities, and should be included in the two-class
method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years,
and is not expected to have a significant impact on the Company’s financial
statements.





None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company's future financial reporting.




ITEM
7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
Applicable




ITEM
8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
financial statements and supplementary data required by this Item 8 are listed
in Item 15(a) (1) and begin at page F-1 of this Annual Report.


14


Cascade
Technologies Corp.








Report
and Financial Statements








August
31, 2008














F-1




Contents








Report
      of Independent Registered Public Accounting Firm
            
            F-3Financial
      StatementsBalance
      Sheet
            
            F-4Statements
      of Operations and Comprehensive Loss
            
            F-5Statement
      of Stockholders’ Equity (Deficit)
            
            F-6Statements
      of Cash Flows
            
            F-7Notes
      to Financial Statements
            
            F-8
      to F-12


F-2





De
Joya Griffith & Company, LLC
 
 CERTIFIED
PUBLIC ACCOUNTANTS & CONSULTANTS


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Cascade
Technologies Corp.


Calgary,
Alberta





We have
audited the accompanying balance sheets of Cascade Technologies, Corp. (A
Development Stage Company) as of August 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficit), and cash flows for the
years then ended and from January 16, 2004 (inception) through August 31, 2008.
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 audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cascade Technologies, Corp. (A
Development Stage Company) as of August 31, 2008 and 2007, and the results of
its operations and cash flows for the years then ended and from January 16, 2004
(inception) through August 31, 2008 in conformity with generally accepted
accounting principles in the United States.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered recurring losses from operations, which raise
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.








/s/ De
Joya Griffith & Company, LLC


Henderson,
Nevada


November
25, 2008




2580
Anthem Village Drive, Henderson, NV  89052


Telephone
(702) 588-5960 ● Facsimile (702) 588-5979


F-3





CASCADE
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS





August
      31, 2008 (Audited)
                
                
                August
      31, 2007
                  (Audited)ASSETSCurrent
      assetsCash
                
                $
                1,435
                
                
                $
                8,867Prepaid
      expense
                
                
                600
                
                
                
                600Total
      current assets
                
                
                2,035
                
                
                
                9,467Total
      assets
                
                $
                2,035
                
                
                $
                9,467LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                
                $
                239
                
                
                $
                237Accrued
      interest
                
                
                451
                
                
                
                -Loans
      due to shareholders
                
                
                19,659
                
                
                
                -Total
      current liabilities
                
                
                20,349
                
                
                
                237Total
      liabilities
                
                
                20,349
                
                
                
                237Stockholder's
      deficitCommon
      stock; no par value; 500,000,000 shares
                
                
                94,000
                
                
                
                94,000authorized,
      10,930,000 issued and outstandingAccumulated
      deficit during development stage
                
                
                (112,314
                )
                
                
                (84,770
                )Total
      stockholders' deficit
                
                
                (18,314
                )
                
                
                9,320Total
      liabilities and stockholders' deficit
                
                $
                2,035
                
                
                $
                9,467








See
Accompanying Notes to Financial Statements





F-4





CASCADE
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS


AUDITED





From
      January 16, 2004For
      the Year
                      
                      
                      For
      the Year
                      
                      
                      (Date
      of Inception)Ended
                      
                      
                      Ended
                      
                      
                      throughAugust
      31, 2008
                      
                      
                      August
      31, 2007
                      
                      
                      August
      31, 2008Revenues
                      
                      $
                      6,672
                      
                      
                      $
                      --
                      
                      
                      $
                      6,672Cost
      of revenues
                      
                      
                      6,221
                      
                      
                      
                      --
                      
                      
                      
                      6,221Gross
      profit
                      
                      
                      451
                      
                      
                      
                      --
                      
                      
                      
                      451Operating
      expensesSelling
      general and administrative
                      
                      
                      27,995
                      
                      
                      
                      20,249
                      
                      
                      
                      112,765Total
      operating expenses
                      
                      
                      27,995
                      
                      
                      
                      20,249
                      
                      
                      
                      112,765Loss
      before provision for income taxes
                      
                      
                      (27,544
                      )
                      
                      
                      (20,249
                      )
                      
                      
                      (112,314
                      )Net
      loss
                      
                      $
                      (27,544
                      )
                      
                      $
                      (20,249
                      )
                      
                      $
                      (112,314
                      )Basic
      loss per common share
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Basic
      weighted average commonshares
      outstanding
                      
                      
                      10,930,000
                      
                      
                      
                      10,930,000








See
Accompanying Notes to Financial Statements


F-5





CASCADE
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF STOCKHOLDERS’ EQUITY (DEFICIT)


FROM
JANUARY 16, 2004 (DATE OF INCEPTION) THROUGH AUGUST 31, 2008


(AUDITED)





Accumulated
                            
                            
                            TotalCommon
      Stock
                            
                            
                            Deficit
      During
                            
                            
                            Stockholders'Shares
                            
                            
                            Amount
                            
                            
                            Development
      Stage
                            
                            
                            Equity
      (Deficit)Balance,
      January 16, 2004 (Date of Inception)
                            
                            
                            --
                            
                            
                            $
                            --
                            
                            
                            $
                            --
                            
                            
                            $
                            --Issuance
      of stock for services, $ 0.0001 per share
                            
                            
                            10,000,000
                            
                            
                            
                            1,000
                            
                            
                            
                            --
                            
                            
                            
                            1,000Issuance
      of stock for cash, $ 0.10  per share
                            
                            
                            930,000
                            
                            
                            
                            93,000
                            
                            
                            
                            --
                            
                            
                            
                            93,000Net
      loss
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            (12,852
                            )
                            
                            
                            (12,852
                            )Balance,
      August 31, 2004
                            
                            
                            10,930,000
                            
                            
                            
                            94,000
                            
                            
                            
                            (12,852
                            )
                            
                            
                            81,148Net
      loss
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            (23,497
                            )
                            
                            
                            (23,497
                            )Balance,
      August 31, 2005
                            
                            
                            10,930,000
                            
                            
                            
                            94,000
                            
                            
                            
                            (36,349
                            )
                            
                            
                            57,651Net
      loss
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            (28,172
                            )
                            
                            
                            (28,172
                            )Balance,
      August 31, 2006
                            
                            
                            10,930,000
                            
                            
                            
                            94,000
                            
                            
                            
                            (64,521
                            )
                            
                            
                            29,479Net
      loss
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            (20,249
                            )
                            
                            
                            (20,249
                            )Balance,
      August 31, 2007
                            
                            
                            10,930,000
                            
                            
                            
                            94,000
                            
                            
                            
                            (84,770
                            )
                            
                            
                            9,230Net
      loss
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            (27,544
                            )
                            
                            
                            (27,544
                            )Balance,
      August 31, 2008
                            
                            
                            10,930,000
                            
                            
                            $
                            94,000
                            
                            
                            $
                            (112,314
                            )
                            
                            $
                            (18,314
                            )







See
Accompanying Notes to Financial Statements








F-6




CASCADE
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(AUDITED)








From
      January 16, 2004For
      the Year
                      
                      
                      For
      the Year
                      
                      
                      (Date
      of Inception)Ended
                      
                      
                      Ended
                      
                      
                      throughAugust
      31, 2008
                      
                      
                      August
      31, 2007
                      
                      
                      August
      31, 2008Cash
      flows from operating activities:Net
      loss
                      
                      $
                      (27,544
                      )
                      
                      $
                      (20,249
                      )
                      
                      $
                      (112,314
                      )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Stock
      based compensation
                      
                      
                      --
                      
                      
                      
                      --
                      
                      
                      
                      1,000Changes
      in operating assets and liabilities:Increase
      in prepaid expense
                      
                      
                      --
                      
                      
                      
                      --
                      
                      
                      
                      (600
                      )Increase
      in accounts payable
                      
                      
                      239
                      
                      
                      
                      --
                      
                      
                      
                      239Increase
      in accrued interest
                      
                      
                      451
                      
                      
                      
                      --
                      
                      
                      
                      451Change
      in loans due to shareholders
                      
                      
                      19,422
                      
                      
                      
                      237
                      
                      
                      
                      19,659Net
      cash used by operating activities
                      
                      
                      (7,432
                      )
                      
                      
                      (20,012
                      )
                      
                      
                      (91,565
                      )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                      
                      
                      --
                      
                      
                      
                      --
                      
                      
                      
                      93,000Net
      cash provided by financing activities
                      
                      
                      --
                      
                      
                      
                      --
                      
                      
                      
                      93,000Net
      change in cash
                      
                      
                      (7,432
                      )
                      
                      
                      (20,012
                      )
                      
                      
                      1,435Cash,
      beginning of period
                      
                      
                      8,867
                      
                      
                      
                      28,879
                      
                      
                      
                      --Cash,
      end of period
                      
                      $
                      1,435
                      
                      
                      $
                      8,867
                      
                      
                      $
                      1,435







See
Accompanying Notes to Financial Statements







F-7


CASCADE
TECHNOLOGIES CORP.


NOTES TO
FINANCIAL STATEMENTS


A
DEVELOPMENT STAGE COMPANY


(AUDITED)








NOTE 1 -   ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





(a)
            Organization
      and Business:





Cascade
Technologies Corp. (“Cascade”, “the Company”, “we”, or “our Company”) was
incorporated on January 16, 2004 in the State of Wyoming as Akron Technologies,
Inc.  We changed our name to Cascade Technologies Corp. on March 9,
2004.





Going
Concern


The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.  The Company has begun generating revenue,
is considered a development stage company, has experienced recurring net
operating losses, had an accumulated deficit of ($112,314) and had a working
capital deficiency of $(18,314) as of August 31, 2008. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Management plans to issue more shares of common stock in order to raise funds.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.





(b)
            Cash
      and cash equivalents:




For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.





(c)
            Income
      taxes:




The
Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for
Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in accordance with SFAS No.
109, “Accounting for Income Taxes.” The Company utilizes the liability method of
accounting for income taxes. Under the liability method deferred tax assets and
liabilities are determined based on the differences between financial reporting
basis and the tax basis of the assets and liabilities and are measured using
enacted tax rates and laws that will be in effect, when the differences are
expected to reverse. An allowance against deferred tax assets is recognized,
when it is more likely than not, that such tax benefits will not be
realized.





Any
deferred tax benefit is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.


F-8


CASCADE
TECHNOLOGIES CORP.


NOTES TO
FINANCIAL STATEMENTS


A
DEVELOPMENT STAGE COMPANY


(AUDITED)





NOTE 1 -   ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





(d)
            Loss
      per common share:




Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.





(e)
            Fair
      value of financial instruments:




The
carrying value of cash equivalents and accrued expenses approximates fair value
due to the short period of time to maturity.





(f)
            Revenue
      recognition:




Revenue
from the sale of products is recognized when title to the products are
transferred to the customer (upon shipment) and only when no further
contingencies or materialperformance obligations are warranted, and thereby have
earned the right to receive and retain reasonably assured payments for products
sold and delivered.





(g)
            New
      accounting pronouncements:





In May of
2008 the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, “Accounting for Financial Guarantee
Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting
by Insurance Enterprises”.This statement requires that an
insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation.  This statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts.  This
statement is effective for fiscal years beginning after December 15, 2008.
 This statement has no effect on the Company’s financial reporting at this
time.




In May of
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States.  This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”This
statement will require no changes in the Company’s financial reporting
practices.


F-9


CASCADE
TECHNOLOGIES CORP.


NOTES TO
FINANCIAL STATEMENTS


A
DEVELOPMENT STAGE COMPANY


(AUDITED)





NOTE 1 -   ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





(g)
            New
      accounting pronouncements
(continued):





In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133). This
statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008 and requires enhanced
disclosures with respect to derivative and hedging activities. The Company will
comply with the disclosure requirements of this statement if it utilizes
derivative instruments or engages in hedging activities upon its
effectiveness.





In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
have on our financial statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS
COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, at their fair values as of the
acquisition date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the non-controlling interest in the acquiree, be recognized at the full amounts
of their fair values.








(h)
            A
      development stage company:The accompanying financial
      statements have been prepared in accordance with the Statement of
      Financial Accounting Standards No. 7 "Accounting and Reporting by
      Development-Stage Enterprises". A development-stage enterprise is one in
      which planned principal operations have not commenced or if its operations
      have commenced, there has been no significant revenue therefrom. 
      Development stage companies report cumulative costs from the enterprise's
      inception.





F-10


CASCADE
TECHNOLOGIES CORP.


NOTES TO
FINANCIAL STATEMENTS


A
DEVELOPMENT STAGE COMPANY


(AUDITED)





NOTE 2 -   NOTE PAYABLE – RELATED
PARTY:





As of
August 31, 2008, the Company had two unsecured due on demand notes bearing
interest at 8%, due to two shareholders of the company in the amount of
$19,659.





NOTE 3 -   STOCKHOLDERS’ EQUITY
(DEFICIT):





Common stock – The
authorized common stock is 500,000,000 shares with no par value.  As
of August 31, 2008, 2007 and 2006, the Company had 10,930,000 shares of common
stock issued and outstanding.





In
January 2004, the Company issued 10,000,000 shares of its common stock to its
directors in exchange for services totaling $1,000.





During
the fiscal year ended 2004, the Company issued a total of 930,000 shares of its
common stock to 48 individuals in exchange for $93,000 in cash.





NOTE 4 -  SUBSEQUENT
EVENTS:





On
September 10, 2008, Crest Capital Corp., a private Belize company, purchased a
total of 10,000,000 shares of the issued and outstanding common stock of Cascade
Technologies Corp. (the "Company") from the directors and officers of the
Company, for cash totaling $1,000.  The total of 10,000,000 shares
represented 91.5% of the shares of outstanding common stock of the Company at
the time of transfer.





The above transaction effected a change
in control.





On
September 10, 2008, Mr. Bruce Hollingshead, a Director and the President of
Cascade Technologies Corp. (the “Company”), informed the Board of Directors of
the Company that he was resigning from the Board of Directors and as President
of the Company effective immediately.  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, informed the Board of Directors of the
Company that she was resigning as a Director and Secretary / Treasurer and Chief
Financial Officer effective immediately.  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, informed the
Board of Directors of the Company that she was resigning as Director of the
Company effective immediately. 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.


F-11


CASCADE
TECHNOLOGIES CORP.


NOTES TO
FINANCIAL STATEMENTS


A
DEVELOPMENT STAGE COMPANY


(AUDITED)





NOTE 4 -  SUBSEQUENT EVENTS
(CONTINUED):





On
September 10, 2008, 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.








F-12





ITEM
9.                      CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





Not
Applicable





ITEM
9A
(T).             CONTROLS
AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





Our
management, under supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures, as defined under Exchange Act Rule
13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of August 31, 2008, the disclosure controls
and procedures were effective to ensure that information required to be
disclosed in the Company’s Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities
Exchange Commission’s rules and forms.





Management’s
Report On Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined under Exchange Act Rules 13a-15(f)
and 14d-14(f). 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, 2008. 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, 2008, 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.








Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal controls over financial reporting that
occurred during our most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal controls over financial
reporting.





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.





15


ITEM
9B.                      OTHER
INFORMATION





By way of
Directors Resolution dated July 24, 2008, the authorized capital of the Company
was increased from 50,000,000 to 500,000,000.





On
September 10, 2008, Crest Capital Corp., a company of which Ms. Danforth is the
beneficial owner, purchased a total of 10,000,000 shares of the issued and
outstanding common stock of Cascade Technologies Corp. (the "Company") from
Shannon MacQuarrie (Director), Bruce Hollingshead (Director and Officer), and
Christine Thomas (Director and Officer) of the Company, for an aggregate of
$1,000 in cash.  The total of 10,000,000 shares represented 91.5% of the
shares of outstanding common stock of the Company at the time of
transfer.





This
purchase of shares effected a change in Control of the Registrant.





On
September 10, 2008, Mr. Bruce Hollingshead, a Director and the President of
Cascade Technologies Corp. (the “Company”), informed the Board of Directors of
the Company that he was resigning from the Board of Directors and as President
of the Company effective immediately.  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, informed the Board of Directors of the
Company that she was resigning as a Director and Secretary / Treasurer and Chief
Financial Officer effective immediately.  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, informed the
Board of Directors of the Company that she was resigning as Director of the
Company effective immediately.  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, 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.





PART
III




ITEM
10.                      DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





The
following table sets forth the names and ages of all directors and executive
officers of the Company as of November 12, 2008, indicating all positions and
offices with the Company held by each such person:





Our Board
of Directors consists of only one class. All of the directors will serve until
the next annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal.
There are no family relationships among directors and executive officers. We
also have provided a brief description of the business experience of each
director and executive officer during the past five years and an indication of
directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.





NAME
            AGE
            POSITIONRick
      Walchuk
            52
            Director,
      Principal Executive OfficerJacqueline
      Danforth
            36
            Director,
      Secretary and Principal Financial
Officer





Our
executive officers are elected annually by our Board of Directors.





16


Rick
Walchuk, President, Chief Executive Officer and Member of the Board of
Directors




Mr.
Walchuk joined the Board of Directors and was appointed President on September
10, 2008.  Mr. Walchuk previously spent 24 years as a
stockbroker.  He graduated from the University of Saskatchewan, with a B.A.
degree in Commerce.  Since graduation from the University of Saskatchewan,
he has devoted most of his professional career to domestic and international
business transactions.  In April 2004, Mr. Walchuk was appointed Chief
Executive Officer of a start-up biotech company in Athens, Greece, a position he
held until July 2004.  Mr. Walchuk then served as a consultant to various
public companies. Mr. Walchuk will serve as the President and Chief Executive
Officer of the Company and will be responsible for overseeing our business
development.  Mr. Walchuk also serves as a consultant to Bruca Trading
Ltd., a private consulting firm in Athens, Greece.




Jacqueline
Danforth, Secretary/Treasurer, Chief Financial Officer and Director




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. Over the past fourteen years, Ms. Danforth has worked for both private
and publicly traded companies providing management services and corporate
governance programs.  Ms. Danforth has extensive experience working with
start up operations, including direct involvement with public and private
corporations listed on both Canadian and US exchanges participating in all
aspects of public reporting, corporate governance, corporate finance and
shareholder communications.  She has worked in a broad range of industry
sectors including natural resources, food services and technology, and
manufacturing and has filled such roles as Vice-President, President, Chief
Executive Officer and Chief Financial Officer.




Currently,
Ms. Danforth is the President and Chief Executive Officer of FACT Corporation, a
publicly traded US corporation which has commercialized their proprietary food
technologies in the form of more nutritious bake mixes to manufacturers and
wholesale clients in the food industry.  Ms. Danforth is responsible for
sales and marketing, complex financial reporting, intellectual property
management, and overseeing the business and product development and R&D
initiatives.  Ms. Danforth has successfully commercialized the technology
and increased sales from $0 to $3.4MM (2007) with a gross revenue rate for the
2008 fiscal year indicating an increase in sales to between $4 and $5MM. 
Ms. Danforth is also the acting Chief Financial Officer and a director of
VioSolar, Inc., a company involved in the construction of solar parks, and the
acting Chief Financial Officer and a director of Tire Environmental
International Inc., a shell company quoted on the Over the Counter Bulletin
Board.




Ms.
Danforth continues to provide consulting services on a limited basis to other
private and public corporations, and serves as an independent director and/or
officer on several private boards.  Ms. Danforth is Canadian-born and
educated, well traveled and currently resides in Alberta, Canada.




Section 16(a) Beneficial Ownership
Reporting Compliance




We did
not have any persons who did not file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal
year.





Code
of Ethics





As of the
date of this report, the Company has not adopted a code of ethics that applies
to its principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions. The
Company intends to review and finalize the adoption of a code of ethics as soon
as practicable. Upon adoption, the Company will file a copy of its code of
ethics with the Securities and Exchange Commission as an exhibit to its annual
report for the period during which the code of ethics is adopted.





17


Corporate
Governance





There
have been no material changes to the procedures by which security holders may
recommend nominees to the issuer’s board of directors.





The Board
of Directors presently does not have an audit committee. Since there are no
independent members of the Board it is not feasible at this time to have an
audit committee. The Board of Directors performs the same functions as an audit
committee. The Board of Directors in performing its functions as an audit
committee has determined that it does not have an audit committee financial
expert.





ITEM
11.                      EXECUTIVE
COMPENSATION





Compensation
Discussion and Analysis





The
Company does not currently pay any compensation to any of its
executive  officers and has not paid any compensation to any of its
executive officers during the last three fiscal years covered by this
report.





Grants
of Plan Based Awards





The
Company does not have any stock option or stock award plans.





Long-Term
Incentive Plans





There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers, except that our directors and
executive officers may receive stock options at the discretion of our board of
directors. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.





As of the
end of the fiscal year 2008, we had no plans or arrangements in respect of
remuneration received or that may be received by our executive officers to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds
$60,000 per executive officer.





Stock
Options/SAR Grants





There
were no grants of stock options or stock appreciation rights to any officers,
directors, consultants or employees of our Company during the fiscal year ended
August 31, 2008.





18


Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Values





There
were no stock options outstanding as at August 31, 2008.





Directors
Compensation





We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended August 31, 2008. We have no present
formal plan for compensating our directors for their service in their capacity
as directors, although in the future, such directors are expected to receive
compensation and options to purchase shares of common stock as awarded by our
board of directors or (as to future options) a compensation committee which may
be established in the future. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. The board of directors may
award special remuneration to any director undertaking any special services on
behalf of our company other than services ordinarily required of a director.
Other than indicated in this annual report, no director received and/or accrued
any compensation for his or her services as a director, including committee
participation and/or special assignments.





Report
on Executive Compensation





Our
compensation program for our executive officers is administered and reviewed by
our board of directors. Individual compensation levels are designed to reflect
individual responsibilities, performance and experience, as well as the
performance of our Company. We did not have any executive compensation during
fiscal 2008.





Employment
Contracts





We are
not party to any employment contracts with our officers and directors.





DIRECTOR
INDEPENDENCE





The
Company does not currently have any directors that would fit the independence
requirements of the rules and regulations of the SEC.





There
have been no transactions or proposed transactions in which the amount involved
exceeds the lesser of $120,000 or 1% of the average our total assets at year-end
for the last three completed fiscal years in which any of our directors,
executive officers or beneficial holders of more than 5% of the outstanding
shares of our common stock, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or material indirect
interest.





19





Board
Meetings and Committees





Our board
of directors held no formal meetings during the twelve (12) month period ended
August 31, 2008. All proceedings of the board of directors were conducted by
resolutions consented to in writing by the directors and filed with the minutes
of the proceedings of the directors. Such resolutions consented to in writing by
the directors entitled to vote on that resolution at a meeting of the directors
are, according to the WyomingRevised Statutesand the by-laws of our company, as valid and effective
as if they had been passed at a meeting of the directors duly called and held.
The board of directors acted by unanimous written consent resolution six (6)
times during the twelve (12) month period ended August 31, 2008.





We do not
have standing audit, nominating or compensation committees, or committees
performing similar functions. Our board of directors believes that it is not
necessary to have standing audit, nominating or compensation committees at this
time because the functions of such committees are adequately performed by our
board of directors. The directors who perform the functions of auditing,
nominating and compensation committees are not independent because they are also
officers of our company.








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





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





Number of
      securitiesremaining avalable
      forNumber of securities
      to
            Weighted-average
            issuance under
      equitybe issued upon
      exercise
            exercise price
      of
            compensation
      plansof outstanding
      options,
            outstanding
      options,
            (excluding
      securitieswarrants and
      rights
            warrants and
      rights
            reflected in column
      (a))Plan
      Category
            (a)
            (b)
            (c)Equity
      Compensation Plans approved by security holders
            -0-
            N/A
            N/AEquity
      Compensation Plans  not approved by security
    holders
            N/A
            N/A
            N/ATotal
            N/A
            N/A
            N/A





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS





The
following table sets forth information, as of November 12, 2008, with respect to
the beneficial ownership of the Company’s Common Stock by each person known by
the Company to be the beneficial owner of more than 5% of the outstanding common
stock.  Information is also provided regarding beneficial ownership of
common stock if all outstanding options, warrants, rights and conversion
privileges (to which the applicable 5% stockholders have the right to exercise
in the next 60 days) are exercised and additional shares of common stock are
issued.





TITLE
      OF
              CLASS
            NAME
      AND ADDRESS OF BENEFICIAL OWNER
            AMOUNT
      AND NATURE OF BENEFICIAL OWNER
            PERCENT
      OF
              CLASS(1)Common
            Crest
      Capital Corp.(2)
              c/o
      1530 9th
      Ave S.E.,
              Calgary,
      Alberta T2G 0T7
            10,000,000
      shares held directly
            91.5%(1)
            Based
      upon  10,930,000  issued and outstanding shares of
      common stock as of November 12, 2008.(2)
            Jacqueline
      Danforth, an officer and director of the Company is the beneficial owner
      of Crest Capital Corp.





20





SECURITY
OWNERSHIP OF MANAGEMENT





The
following table shows, as of November 12, 2008, the shares of Cascade Common
Stock beneficially owned by each director (including each nominee), by each of
the executive officers and by all directors and executive officers as a
group.  Information is also provided regarding beneficial ownership of
common stock if all outstanding options, warrants, rights and conversion
privileges (to which the applicable officers and directors have the right to
exercise in the next 60 days) are exercised and additional shares of common
stock are issued.





TITLE
      OF
              CLASS
            NAME
      OF BENEFICIAL OWNER
            AMOUNT
      AND NATURE OF BENEFICIAL OWNER
            PERCENT
      OF
              CLASS
      (1)Common
            Rick
      Walchuk, Principal Executive Officer and Director
            -0-
            0.0%Common
            Jacqueline
      Danforth, Secretary/Treasurer, Chief Financial Officer and
      Director
            10,000,000
      shares held indirectly(2)
            91.5%Common
            All
      Officers and Directors as a group
            Common
      shares
            91.5%Notes(1)
            Based
      upon 10,930,000 issued and outstanding shares of common stock as of
      November 12, 2008.(2)
            These
      shares are held in the name of Crest Capital Corp., a company of which Ms.
      Danforth is the beneficial owner.





CHANGES
IN CONTROL





On
September 10, 2008, Crest Capital Corp., a company of which Ms. Danforth is the
sole officer and director, purchased a total of 10,000,000 shares of the issued
and outstanding common stock of Cascade Technologies Corp. (the "Company") from
Shannon MacQuarrie (Director), Bruce Hollingshead (Director and Officer), and
Christine Thomas (Director and Officer) of the Company, for an aggregate of
$1,000 in cash.  The total of 10,000,000 shares represented 91.5% of the
shares of outstanding common stock of the Company at the time of
transfer.





This
purchase of shares effected a change in Control of the Registrant.





On
September 10, 2008, Mr. Bruce Hollingshead, a Director and the President of
Cascade Technologies Corp. (the “Company”), informed the Board of Directors of
the Company that he was resigning from the Board of Directors and as President
of the Company effective immediately.  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, informed the Board of Directors of the
Company that she was resigning as a Director and Secretary / Treasurer and Chief
Financial Officer effective immediately.  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, informed the
Board of Directors of the Company that she was resigning as Director of the
Company effective immediately.  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, 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.





21


ITEM
13.                      CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR   INDEPENDENCE.





Certain
Relationships and Related Transactions





Not
Applicable





Director
Independence




As of the
date of this annual report, we have do not have any independent
directors.





The
Company has developed the following categorical standards for determining the
materiality of relationships that the Directors may have with the Company. A
Director shall not be deemed to have a material relationship with the Company
that impairs the Director's independence as a result of any of the following
relationships:





1.              the
Director is an officer or other person holding a salaried position of an entity
(other than a principal, equity partner or member of such entity) that provides
professional services to the Company and the amount of all payments from the
Company to such entity during the most recently completed fiscal year was less
than two percent of such entity’s consolidated gross revenues;





2.                the
Director is the beneficial owner of less than five (5%) per cent of the
outstanding equity interests of an entity that does business with the
Company;





3.                the
Director is an executive officer of a civic, charitable or cultural institution
that received less than the greater of one million ($1,000,000) dollars or two
(2%) per cent of its consolidated gross revenues, as such term is construed by
the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the
Corporate Governance Standards, from the Company or any of its subsidiaries for
each of the last three (3) fiscal years;





4.                the
Director is an officer of an entity that is indebted to the Company, or to which
the Company is indebted, and the total amount of either the Company's or the
business entity's indebtedness is less than three (3%) per cent of the total
consolidated assets of such entity as of the end of the previous fiscal year;
and





5. the
Director obtained products or services from the Company on terms generally
available to customers of the Company for such products or services. The Board
retains the sole right to interpret and apply the foregoing standards in
determining the materiality of any relationship.





The Board
shall undertake an annual review of the independence of all non-management
Directors. To enable the Board to evaluate each non-management Director, in
advance of the meeting at which the review occurs, each non-management Director
shall provide the Board with full information regarding the Director’s business
and other relationships with the Company, its affiliates and senior
management.





Directors
must inform the Board whenever there are any material changes in their
circumstances or relationships that could affect their independence, including
all business relationships between a Director and the Company, its affiliates,
or members of senior management, whether or not such business relationships
would be deemed not to be material under any of the categorical standards set
forth above. Following the receipt of such information, the Board shall
re-evaluate the Director's independence.








22


ITEM
14.                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES







The
following table sets forth the fees billed to the Company for professional
services rendered by the Company's principal accountant, for the years ended
August 31, 2008 and August 31, 2007:




Services
              2008
              2007Audit
      fees
              $11,000
              $6,750Audit
      related fees
              0
              0Tax
      fees
              0
              0Total
      fees
              $11,000
              $6,750




Audit
fees consist of fees for the audit of the Company's annual financial statements
or the financial statements of the Company’s subsidiaries or services that are
normally provided in connection with the statutory and regulatory filings of the
annual financial statements.




Audit-related
services include the review of the Company's financial statements and quarterly
reports that are not reported as Audit fees.




Tax fees
included tax planning and various taxation matters.




PART
IV





ITEM
15.                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a) (1)
Financial Statements





The
following consolidated financial statements of the Company are filed as part of
this Annual Report on Form 10-K as follows:








Index
to Consolidated Financial Statements





Report
      of Independent Registered Public Accounting Firm
            F-3Balance
      Sheet at August 31, 2008
            F-4Statements
      of Income and Comprehensive Loss
            F-5Statement
      of Changes in Stockholders’ Equity
            F-6Statement
      of Cash Flows
            F-7Notes
      to the Financial Statements
            F-8  to
      F-12




All other
schedules have been omitted because they are not applicable, not required under
the instructions, or the information requested is set forth in the financial
statements or related notes there to.





23


(c)
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,
      20083.2
              Bylaws
              Incorporated
      by reference to the Exhibits filed with the Form SB-2 filed under SEC file
      number 333-1242843.2
              Amended
      Bylaws
              Incorporated
      by reference to our Schedule 14C filed with the SEC on March 20,
      200731.1
              Section
      302 Certification - Principal Executive Officer
              Filed
      herewith31.2
              Section
      302 Certification - Principal Financial 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
      herewith32.2
              Certification
      Pursuant to 18 U.S.C.
                Section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
              Filed
      herewith







24




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








By:/s/ Rick
Walchuk


Name:
Rick Walchuk


Title:
      President and Director (Principal Executive
  Officer)


Date:
December 1, 2008





By: /s/ Jacqueline
Danforth


Name:
Jacqueline Danforth


Title:
Secretary/Treasurer and Director (Principal Financial Officer and Principal
Accounting Officer)


Date:
December 1, 2008




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 the entire board of directors:





By:/s/ Rick
Walchuk


Name:
Rick Walchuk


Title:
      President and Director (Principal Executive
  Officer)


Date:
December 1, 2008





By: /s/ Jacqueline
Danforth


Name:
Jacqueline Danforth


Title:
Secretary/Treasurer and Director (Principal Financial Officer and Principal
Accounting Officer)


Date:
December 1, 2008




25