UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~March~~June 3130, 2012



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-52141

CASCADE TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)



Wyoming		98-0440633
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

250 N. Robertson Blvd. Suite 427
Beverly Hills, California		90211
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 858-1670

Former name, former address and former fiscal year, if changed from last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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

Large accelerated filer o Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting ~~companyþ~~company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of Registrant’s common stock, par value $0.01, as of ~~March~~November 3130, 2012, was 214,789,397.

CASCADE TECHNOLOGIES CORP. Index to Form 10-Q Quarterly Report to the Securities and Exchange Commission

		Page
		No.
	Part I Financial Information
Item 1	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011.	3
	Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011.	3
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2012 and 2011 and for the period from February 25, 2004 (Inception) to March 31, 2012.	4
	Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2012 and 2011 and for the period from February 25, 2004 (Inception) to June 30, 2012.	4
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2012 and 2011 and for the period from February 25, 2004 (Inception) to March 31, 2012.	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2012 and 2011 and for the period from February 25, 2004 (Inception) to June 30, 2012.	5
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the period from February 25, 2004 (Inception) to March 31, 2012.	6
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the period from February 25, 2004 (Inception) to June 30, 2012.	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4T	Controls and Procedures	18
	Part II Other Information
Item 1	Legal Proceedings	21
Item 1A	Risk Factors	21
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3	Defaults Upon Senior Securities	21
Item 4	Submission of Matters to a Vote of Security Holders	21
Item 5	Other Information	21
Item 6	Exhibits	21

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cascade Technologies Corp.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2012	December 31, 2011
	June 30, 2012	December 31, 2011
ASSETS	(unaudited)
Current Assets
Cash and cash equivalents	$ ~~108~~7,~~975~~952	$ 140,364
Prepaid expenses	12115,~~600~~459	24,682
Grant proceeds receivable	~~6,470~~-	14,630
Other assets	~~3,647~~-	3,647
Total current assets	~~131~~123,~~692~~411	183,323
Property and equipment, net of depreciation	58,~~047~~265	61,820
Patents, net	-	-
Deferred debt issuance costs, net of amortization of $53,101 in 2012 and $39,066 in 2011	187,338	141,378
Deferred debt issuance costs, net of amortization of $73,177 in 2012 and $39,066 in 2011	222,257	141,378
Deposits	3,350	3,350
Total Assets	$ ~~380~~407,~~427~~283	$ 389,871
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$ ~~511~~482,~~141~~111	$ 492,532
Due to officers	32,359	32,359
Note Payable, less discount of $13,393 and $18,750 in 2012 and 2011	86,607	81,250
Note Payable, less discount of $8,036 and $18,750 in 2012 and 2011	91,965	81,250
Total Current Liabilities	~~630~~606,~~107~~435	606,141
Long-term Liabilities
Notes payable, less discount of $636,285 in 2012 and $672,497 in 2011	613,715	377,503
Notes payable, less discount of $607,304 in 2012 and $672,497 in 2011	892,696	377,503
Derivative liability	~~515~~381,~~469~~041	515,502
Total Long-term Liabilities	1,~~129~~273,~~184~~737	893,005
Total Liabilities	1,~~759~~880,~~291~~172	1,499,146
Commitments and Contingencies
Stockholders’ deficit
Common stock – no par value, 750,000,000 shares authorized, 214,789,397 and 212,089,397 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively	518,855	518,585
Common stock – no par value, 750,000,000 shares authorized, 214,789,397 and 212,089,397 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	518,855	518,585
Additional paid-in capital	1,~~799~~977,~~577~~057	1,628,234
Accumulated deficit during development stage	(3,~~697~~968,~~296~~801)	(3,256,094)
Total Stockholders’ Deficit	(1,~~378~~472,~~864~~889)	(1,109,275)
Total Liabilities and Stockholders’ Deficit	$ ~~380~~407,~~427~~283	$ 389,871

The accompanying notes are an integral part of these condensed consolidated financial statements.

Cascade Technologies Corp.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three month period ended March 31,		From February 25, 2004 (Inception) through March 31, 2012
	Three months ended June 30,		Six months ended June 30,		From February 25, 2004 (Inception) through June 30, 2012
	2012	2011	2012	2011
Expenses
Professional expenses	$ 8271,~~265~~594	$ 39177,~~176~~474	$ ~~771~~153,~~929~~859	$ 216,650	$ 843,523
Rent	10,~~060~~110	10,~~055~~050	9320,~~825~~170	20,105	103,935
Depreciation	3,774	3,774	287,~~943~~548	7,548	32,717
Salary and other compensation expense	~~171~~109,~~315~~999	~~148~~672,~~698~~241	2281,~~155,292~~314	791,865	2,265,291
Impairment of intangible assets	-	-	~~19,450~~-	-	19,450
Patent royalties	-	-	~~1,901~~-	-	1,901
Consulting and outside services	~~103~~24,~~690~~176	38,~~313~~657	~~414~~127,~~898~~866	11,970	439,074
Other general and administrative	30,296	22,981	264,774
Other operating expenses	122,912	13,043	153,208	36,024	387,686
Total operating loss	(~~401~~342,~~400~~565)	(~~227~~856,~~997~~165)	(3743,~~751,012~~965)	(1,084,162)	(4,093,577)
Other Income and Expense
Grant income	2515,~~440~~250	3332,~~120~~201	~~404~~40,~~701~~690	65,321	419,951
Interest income	-	-	~~563~~-	-	563
Interest expense	(6578,~~275~~618)	(31101,~~172~~045)	(5143,~~038,422~~893)	(132,217)	(5,117,040)
Change in value of derivative liability	33134,428	(2171,~~330~~246)	4134,~~686,874~~461	(173,576)	4,821,302
	(39,802)	(382)	53,716
Total other income and expense	71,060	(240,090)	31,258	(240,472)	124,776
Net loss	$ (441,202)	$ (228,379)	$ (3,697,296)
Net income (loss)	$ (271,505)	$(1,096,255)	$ (712,707)	$ (1,324,634)	$ (3,968,801)
Net loss per share applicable to common shareholders:
basic	$ (0.00)	$ (0.0001)	$ (0.00)	$ (0.01)
diluted	$ (0.00)	$ (0.0001)	$ (0.00)	$ (0.01)
Weighted average number of shares used in computing net loss per share of Common Stock:
basic	~~213~~214,~~444~~789,~~342~~397	~~192~~199,~~789~~816,~~397~~870	214,116,870	196,322,546
diluted	~~213~~214,~~444~~789,~~342~~397	~~192~~199,~~789~~816,~~397~~870	214,116,870	196,322,546

The accompanying notes are an integral part of these condensed consolidated financial statements.

Cascade Technologies Corp.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three month period ended March 31,		From February 25, 2004 (Inception) through March 31, 2012
	Six months ended June 30,		From February 25, 2004 (Inception) through June 30, 2012
	2012	2011
OPERATING
Net loss	$ (~~441~~712,~~202~~707)	$ (~~228~~1,~~379~~324,634)	$ (3,~~697~~968,~~296~~801)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation	37,~~774~~548	37,~~774~~548	2832,~~943~~717
Patent amortization and impairment	-	-	19,629
Amortization of deferred issuance costs	1434,~~035~~111	212,~~217~~644	6080,~~238~~314
Proceeds advanced (repaid) from stockholder	-	-	22,709
Excess value of derivative liability over related loan proceeds	-	-	4,493,960
Amortization of note discount	4175,~~569~~908	27111,~~325~~698	~~431~~465,~~438~~777
Stock based compensation	3354,~~158~~718	32339,~~014~~234	1,~~107~~128,~~004~~564
Common shares issued for services	98,460	-306,000	500,220
Change in valuation of derivative liability	(33)	2,330	(4,686,874)
Warrants issued for services	10,466	-	10,466
Decrease (increase) in grant proceeds receivable	8,160	145,166	(6,470)
Change in valuation of derivative liability	(134,461)	173,576	(4,821,302)
(Increase) decrease in other assets	-	2,702	(3,647)
Decrease (increase) in grant proceeds receivable	14,630	155,822	-
(Increase) decrease in prepaid expenses	12,082	4,689	(12,600)
(Increase) decrease in other assets	3,647	2,702	-
(Increase) decrease in prepaid expenses	24,682	8,896	-
Increase in deposits	-	-	(3,350)
Increase (decrease) in accounts payable and accrued expenses	18(10,~~608~~421)	(9112,~~102)~~857	~~524~~495,~~264~~235
Cash used in operating activities	(~~211~~533,~~389~~419)	(1793,~~264~~657)	(1,~~221~~543,~~832~~862)
INVESTING
Purchase of property and equipment	-(3,993)	-	(8690,~~989~~982)
Patent costs	-	-	(19,629)
Cash used in investing activities	(3,993)	-	(~~106~~110,~~618~~611)
FINANCING
Net proceeds from issuance of convertible notes	~~180~~405,000	-90,000	1,~~437~~662,425
Cash provided by financing activities	~~180~~405,000	-90,000	1,~~437~~662,425
Net increase (decrease) in cash and cash equivalents	(31132,~~389~~412)	(173,~~264~~657)	~~108~~7,~~975~~952
Cash and cash equivalents, beginning of period	140,364	23,217	-
Cash and cash equivalents, end of period	$ ~~108~~7,~~975~~952	$ 519,~~953~~560	$ ~~108~~7,~~975~~952
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$ -	$ -	$ -
Income taxes	$ -	$ -	$ -
Common stock issued for services	$ 98,460	$ -306,000	$ 500,220
Warrants issued for services	$ 10,466	$ -	$ 10,466
During October 2010, $100,000 of notes payable were converted to common shares. During May and July 2011, $100,000 of notes payable were converted to common shares.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Cascade Technologies Corp.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

	Common Stock		Additional Paid-in Capital	Accumulated Deficit	Subscription Receivable	Total
	No. Shares	Amount
Balance at February 25, 2004 (Inception)	115,549,157	$ 1	$ -	$ -	$ (1)	$ -
Net loss for the period from February 25, 2004 (inception) through December 31, 2007	-	-	-	(12,709)	-	(12,709)
Balance at December 31, 2007	115,549,157	1	-	(12,709)	-	(12,709)
Net loss for the year ended December 31, 2008	-	-	-	(8,137)	-	(8,137)
Balance at December 31, 2008	115,549,157	1	-	(20,846)	-	(20,846)
Net loss for the year ended December 31, 2009	-	-	-	(8,688)	-	(8,688)
Balance at December 31, 2009	115,549,157	1	-	(29,534)	-	(29,534)
Stock subscription received	-	-	-	-	1	1
Shares issued to employees for services	40,026	5,200	-	-	-	5,200
Stock based compensation	-	-	636,622	-	-	636,622
Shares issued in SMI acquisition	75,020,214	(1,796)	-	-	-	(1,796)
Shares issued for outside services	180,000	9,000	-	-	-	9,000
Shares issued for convertible notes	2,000,000	100,000	89,123	-	-	189,123
Net loss for the year ended December 31, 2010	-	-	-	(1,097,831)	-	(1,097,831)
Balance at December 31, 2010	192,789,397	112,405	725,745	(1,127,365)	-	(289,215)
Stock based compensation	-	-	432,024	-	-	432,024
Warrants issued for debt issuance costs	-	-	100,275	-	-	100,275
Shares issued to employee for services	6,000,000	192,000	-	-	-	192,000
Shares issued for outside services	11,300,000	114,180	86,580	-	-	200,760
Shares issued for convertible notes	2,000,000	100,000	52,494	-	-	152,494
Discount on long-term convertible debt	-	-	231,116	-	-	231,116
Conversion features	-	-	231,116	-	-	231,116
Net loss for the year ended December 31, 2011	-	-	-	(2,128,729)	-	(2,128,729)
Balance at December 31, 2011	212,089,397	518,585	1,628,234	(3,256,094)	-	(1,109,275)
Stock based compensation	-	-	3354,~~158~~718	-	-	3354,~~158~~718
Warrants issued for debt issuance costs	-	-	3969,~~995~~990	-	-	3969,~~995~~990
Shares issued for outside services	2,700,000	270	98,190	-	-	98,460
Shares issued for services	2,700,000	270	98,190	-	-	98,460
Net loss for the three month period ended March 31, 2012	-	-	-	(441,202)	-	(441,202)
Warrants issued for services	-	-	125,925	-	-	125,925
Balance at March 31, 2012 (unaudited)	214,789,397	$ 518,855	$ 1,799,577	$ (3,697,296)	$ -	$(1,378,864)
Net loss for the six month period ended June 30, 2012	-	-	-	(712,707)	-	(712,707)
Balance at June 30, 2012 (unaudited)	214,789,397	$ 518,855	$ 1,977,057	$ (3,968,801)	$ -	$(1,472,889)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Cascade Technologies Corp.

(A Development Stage Company)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

1. Principal Business Activities and Summary of Significant Accounting Policies:

Interim Financial Statements

The unaudited condensed consolidated financial statements of Cascade Technologies Corp. (“Cascade”, or the “Company”), a development stage company, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim condensed consolidated financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The balance sheet information as of December 31, 2011 was derived from the audited financial statements included in Form 10K filed March 27, 2012. These interim financial statements should be read in conjunction with that report.

Organization and Business

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

During 2011 and 2012 the Company secured $~~700~~950,000 in proceeds from the placement of additional convertible notes, $~~600~~850,000 of which were issued pursuant to a Placement Agent Agreement with a financial institution that was deemed finalized as of February 15, 2012. The proceeds from these notes and grant receipts are expected to permit the Company to fund its anticipated levels of operations through the ~~second~~third quarter of 2012. Absent securing additional working capital, the Company may be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that could result from the outcome of this uncertainty.

The Company also faces certain risks and uncertainties which are present in many emerging medical device companies regarding product development, future profitability, ability to obtain future capital, protection of patents and property rights, competition, rapid technological change, government regulations, changing health care marketplace, recruiting and retaining key personnel, and third party manufacturing organizations.

Merger with Spectral Molecular Imaging, Inc.

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), entered into by and between Spectral Molecular Imaging, Inc. (“SMI”), Cascade Technologies Corp., a Wyoming corporation (“Cascade”), and SMI Merger Sub, a Nevada corporation and a wholly-owned subsidiary of Cascade (“Merger Sub”), dated as of March 8, 2010, Merger Sub merged into SMI effective on March 16, 2010, with SMI being the surviving entity (the “Merger”). As a result of the Merger, SMI became a wholly-owned subsidiary of Cascade. The transaction has been accounted for as a reverse acquisition and the accompanying condensed consolidated financial statements are those of SMI. As required by accounting guidance, authorized shares, issued and outstanding shares and per share amounts have been retroactively restated throughout these consolidated financial statements and the accompanying notes to reflect Cascade’s capital structure.

Business Segments

The Company’s operations are confined to one business segment: the design and development of medical devices utilizing SMI’s patented technology.

Cash and Cash Equivalents

The Company considers all highly liquid investment with a maturity at the date of purchase of ~~three~~six months or less to be cash equivalents.

Property and Equipment

Depreciation of property and equipment is provided for by the straight-line method over the five year estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of the assets’ useful lives or the remaining term of the lease.

Intangible Assets

Our policy is to protect our intellectual property by licensing or obtaining U.S. and foreign patents to protect technology, inventions, and improvements important to the development of our business. Patents are carried at cost less accumulated amortization which is calculated on a straight-line basis over a period of 15 years.

The Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets and other long-lived assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.

Basis of Consolidation

Our consolidated financial statements include the accounts of the company and our wholly-owned subsidiary SMI. All intercompany transactions have been eliminated in consolidation.

Revenue Recognition

The Company has not yet commenced the FDA review process for its products.

Government Research Grants

Government research grants that provide for payments to the Company for work performed are recognized as income when the related expenses are incurred.

Income Taxes

The Company accounts for income taxes using the asset and liability method of accounting for deferred income taxes (see also Note 8).

The provision for income taxes includes federal and state income taxes currently payable and deferred taxes resulting from temporary differences between the financial statement and tax bases of assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

With respect to uncertain tax positions, the Company would recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits to be recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company’s reassessment of its tax positions did not have a material impact on its results of operations and financial position.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition exceeds its carrying amount. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs for the three ~~month~~and ~~periods~~six months ended ~~March~~June 3130, 2012 and 2011 and the period from February 25, 2004 (inception) to ~~March~~June 3130, 2012 were as follows.

	Three month period ended March 31,		From February 25, 2004 (Inception) through March 31, 2012
	Three months ended June 30,		Six months ended June 30,		From February 25, 2004 (Inception) through June 30, 2012
	2012	2011	2012	2011
Research and development costs	$ ~~319~~143,~~135~~105	$ ~~188~~678,~~821~~691	$ 2462,~~979,083~~240	$ 867,512	$ 3,122,188

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, the Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The fair value hierarchy is defined as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities,

Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date,

Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The following table summarizes fair value measurements by level at ~~March~~June 3130, 2012 and December 31, 2011 for assets and liabilities measured at fair value on a recurring basis:

	March 31, 2012			December 31, 2011
	June 30, 2012			December 31, 2011
	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Derivative liability	$ -	$ -	$ ~~515~~381,~~469~~041	$ -	$ -	$ 515,502

The carrying amount of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments. The fair value of borrowings is not considered to be significantly different than its carry amount because the stated rates for such debt reflect current market rates.

~~The following table sets forth a summary of changes in the fair value of the Company’s level 3 assets (conversion feature of notes payable) for the three month periods ended March 31, 2012 and 2011.~~9

	Three month period ended March 31,
Level 3 Assets - Derivative Liability	2012	2011
Beginning Balance	$ 515,502	$ 295,026
Conversion feature issued	-
Changes in derivative liability	(33)	2,330
Reclassification of derivative liability	-
Ending balance	$ 515,469	$ 297,356

The following table sets forth a summary of changes in the fair value of the Company’s level 3 assets (conversion feature of notes payable) for the six months ended June 30, 2012 and 2011.


	Six months ended June 30,
Level 3 Assets - Derivative Liability	2012	2011
Beginning Balance	$ 515,502	$ 295,026
Conversion feature issued	-	32,142
Changes in derivative liability	(134,461)	173,576
Reclassification of derivative liability	-	(46,447)
Ending balance	$ 381,041	$ 454,297

The Company used the Black-Scholes option pricing model for estimating the fair value of the note conversion feature with the following assumptions:

	Period ended
	March 31, 2012	December 31, 2011
	June 30, 2012	December 31, 2011
Expected remaining life in years	4.7651	5.01
risk-free interest rate	0.19%	0.83%
Risk-free interest rate	0.19%	0.88%
Volatility	~~244~~239%	237%
Dividend yield	0%	0%

Stock-based compensation

The Company records stock-based compensation in accordance with the provisions of ASC 718 “Compensation—Stock Compensation”.

Net Loss per Common Share

Basic and diluted net loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. The number of shares has been retrospectively restated to consider the effect of the stock dividend in March 2010.

2. Property and Equipment

Property and equipment, at cost, consists of the following:

	December 31, 2011	December 31, 2011
	June 30, 2012	December 31, 2011
Furniture	$ 5,254	$ 5,254
Computer equipment	8185,~~735~~728	81,735
	86,989	86,989
	90,982	86,989
Accumulated depreciation	(2832,~~942~~717)	(25,169)
	$ 58,047	$ 61,820
	$ 58,265	$ 61,820

Depreciation expense was $37,~~774~~548, $37,~~774~~548 and $2832,~~943~~717 for the ~~three~~six ~~month~~months ~~periods~~ ended ~~March~~June 3130, 2012 and 2011, and from February 25, 2004 (inception) through ~~March~~June 3130, 2012, respectively.

3. Other Assets

Deposits consist of one month’s prepaid rent for the corporate office.

4. Patents

The Company has a license agreement with Carnegie Mellon University (“Carnegie Mellon”) under which SMI is the exclusive worldwide licensee of certain rights for two patents issued to Carnegie Mellon: U.S. Patent No. 5796512 covers an optical-imaging system with an acousto-optic-tunable filter, and U.S. Patent No. 5841577 covers a light microscope having an acousto-optic-tunable filter. The uses licensed to SMI include spectral imaging for all clinical medical applications, including endoscopy and dermoscopy. The terms of the license agreement require an initial royalty of $400 per unit decreasing $20 per unit each year to a minimum of $200 per unit. The license agreement also provided for the issuance of 2% of SMI’s common stock upon signing in May 2005 and provides for up to a 50% reduction of royalty payments for any amounts payable to third parties in order to utilize the licensed technology.

In addition, SMI owns the rights to U.S. Patent No. 7428048 covering a non-invasive technique for the potential early detection of cancer and other abnormal tissues in the field of imaging-elastic-scattering spectroscopy.

The cost of these patents to date amounted to $19,629, and due to the high uncertainty of future cash flows from these patents and the lack of operating history, the Company recorded impairment charges for the unamortized balance of $19,450 during the period from February 25, 2004 (inception) through December 31, 2008.

5. Notes Payable

Series 2011-A Convertible Notes

During May 2011, the Company issued a Series 2011-A convertible note totaling $100,000 which bears interest at the rate of 15% and is due on November 16, 2012. The note is convertible at the option of the holder into Common Stock at a conversion price of $0.05 per share. Interest is payable on maturity, or earlier upon conversion, acceleration, or redemption.

The Series 2011-A convertible note was sold pursuant to a referral agreement that provided for a cash payment equal to 10% of each note and 2,000,000 common stock warrant exercisable for $0.05 per share for a period of five years for each $100,000 increment of Series 2011 convertible notes. A total of $100,000 in convertible notes were placed pursuant to this referral agreement.

Series 2011-B Convertible Notes

During March and April, 2012, and August and November 2011, the company issued Series 2011-B convertible notes totaling $~~600~~850,000 which bear interest at the rate of 8% and are due five years from the date of issuance. The notes are convertible at the option of the holder into Common Stock at a conversion price ofranging from $0.055 to $0.06 per share. Interest is payable semi-annually in arrears, on January 15 and July 15 of each calendar year, beginning January 15, 2013, or earlier upon conversion, acceleration or redemption.

The Series 2011-B convertible notes were sold pursuant to a referral agreement that provided for a cash payment equal to 10% of each note and warrants to acquire 1,000,000 shares of common stock exercisable at $0.06 per share for a period of five years for each $200,000 increment of Series 2011-B convertible notes. A total of $~~600~~850,000 in convertible notes were placed pursuant to this referral agreement and, accordingly, the Company paid $6085,000 in referral fees and committed to issue warrants to acquire 34,000,000 shares of common stock exercisable at $0.06 per share. With respect to the $200,000 in 2011-B convertible notes placed in August 2011, the Company’s President and Chief Operating and Financial Officer, received $20,000 in referral fees related to his assistance in placing the notes. See Note 9: Related Party Transactions.

Series 2010 Convertible Notes

The Series 2010 convertible notes bear interest at the rate of 0.08% and are due December 31, 2016. The notes are convertible at the option of each holder into Common Stock at an initial conversion price of $0.182 per share, subject to adjustments in the event of stock splits, dividends or the like, and new share issuance. Pursuant to the terms of the Merger Agreement between Cascade and SMI, on April 1, 2010 Cascade effected a share dividend of 2.64 additional shares of Cascade Common Stock for each one outstanding share of Cascade Common Stock (the “Stock Dividend”). The Stock Dividend increased the shares of common stock issued and outstanding from 52,354,223 to approximately 190,569,371 (after giving effect to share roundups). After completing the Stock Dividend the conversion price on the convertible notes adjusted from approximately $0.182 per share to $0.05 per share.

2.64 additional shares of Cascade Common Stock for each one outstanding share of Cascade Common Stock (the “Stock Dividend”). The Stock Dividend increased the shares of common stock issued and outstanding from 52,354,223 to approximately 190,569,371 (after giving effect to share roundups). After completing the Stock Dividend the conversion price on the convertible notes adjusted from approximately $0.182 per share to $0.05 per share.11

The Series 2010 convertible notes are automatically converted into Common Stock on the first trading day following the date on which all of the following shall have occurred (and, as applicable, be continuing):

(i)

six months shall have elapsed from the initial issuance of the convertible notes (the “Restricted Period”) and

(ii)

either:

(a)

the closing price of the Common Stock on the principal exchange or inter-dealer quotation system on which it is traded shall be $0.25 (after giving effect to the Stock Dividend) or greater for 22 consecutive trading days (with the earliest such testing period commencing after the end of the Restricted Period) during which period the arithmetic mean of the trading volume of shares of Common Stock shall be at least 100,000 per trading day, or

(b)

a transaction shall have been consummated in which not less than $15 million in aggregate amount of Common Stock shall be issued by Cascade for consideration, the fair market value of which is not less than $15 million; provided, in each case that the Common Stock so issued to the Holder may be transferred without limitation as to amount pursuant to Rule 144 or pursuant to an effective resale registration statement under the Securities Act of 1933.

In October, 2010, $100,000 of Series 2010 convertible notes payable elected to convert their notes to common stock and were issued a total of 2,000,000 shares of common stock. In May and July, 2011, an additional $100,000 of Series 2010 convertible notes payable elected to convert their notes to common stock and were issued a total of 2,000,000 shares of common stock.

6. Commitments and Contingencies

Facility lease - The Company had a one year lease commencing November 15, 2009 on its corporate offices with monthly rental of $3,350 for an aggregate annual rent expense of $40,210. The lease has expired and the Company is renting the offices on a month to month basis.

Cash concentration - The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 ~~through December 31, 2013~~. The company has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on cash.

7. Share Capital

a) Authorized, issued and outstanding

The Company has authorized 750,000,000 common shares, no par value. As of ~~March~~June 3130, 2012 and December 31, 2011 there were 214,789,397 and 212,089,397 common shares were issued and outstanding, respectively.

b) Loss per share

For the three ~~month~~and ~~periods~~six months ended ~~March~~June 3130, 2012 and 2011, the weighted average number of basic and diluted common shares outstanding was ~~213~~214,~~444~~789,~~342~~397, 214,116,870, 199,816,870 and ~~192~~196,~~789~~322,~~397~~546, respectively.

8. Income Taxes

The Company provides deferred income taxes for differences between the tax reporting bases and the financial reporting bases of assets and liabilities. The Company follows the accounting procedures established by FASB ASC 740, “Income Taxes” (formerly SFAS No. 109, “Accounting for Income Taxes.”

At ~~March~~June 3130, 2012 and 2011, the Company had no increase or decrease in unrecognized income tax benefits for the preceding periods. There was no accrued interest or penalties relating to tax uncertainties at ~~March~~June 3130, 2012 and 2011. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and operating expense, respectively.

Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and operating expense, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and California. There are currently no income tax examinations underway for these jurisdictions, although the tax years ended December 31, 2011, 2010, 2009, 2008, 2007 and 2006 are all still open for examination.

The Company does not recognize the deferred income tax asset at this time because the realization of the asset is less likely than not. The components of the Company’s deferred income tax asset are related to loss carryforwards and impairment of intangible assets. A valuation allowance has been recorded for 100% of the deferred tax assets.

The Company is in the process of determining the amount of net operating loss that can be used to offset future taxable income. Such benefits may be limited due to change in ownership.

9. Related Party Transactions

Gene Scher, the Company’s President and Chief Operating and Financial Officer, received $20,000 in referral fees related to his assistance in placing $200,000 in convertible notes on August 10, 2011.

An officer of the Company advanced the Company funds during the year ended December 31, 2011. The balance of these advances as of ~~March~~June 3130, 2012 and December 31, 2011 is $16,500 and is payable on demand with no interest.

A principal stockholder has advanced funds to the Company on an as needed basis. The balance due on these advances at ~~March~~June 3130, 2012 and December 31, 2011 is $15,859 and is payable on demand with no interest.

10. Stock-Based Compensation

The Company's Board of Directors adopted the 2012 Stock Option Plan (the 2012 Plan”) in April 2012 and the 2010 Stock Option Plan (the 2010 Plan”) in June 2010 (collectively the “Plans”). The Plans both provides long-term incentives to employees, members of the Board, and advisers and consultants of the Company who are able to contribute towards the creation of or have created stockholder value by providing them stock options and other stock and cash incentives. Provisions such as vesting repurchase and exercise conditions and limitations are determined by the Board of Directors on the grant date. No Further shares will be granted under the 2010 Plan. The total number of shares that may be issued pursuant to the 2012 Plan shall not exceed 15% of the outstanding shares of the Company’s common stock, subject to adjustment in the event of certain recapitalizations, reorganizations, and similar transactions. Generally, shares that are forfeited or canceled from awards under the Plans also will be available for future awards.

Shareholder approval of the 2010 Stock Option Plan was not received within 12 months of approval by the Board and, accordingly, the options issued under this plan are not eligible for incentive stock option treatment pursuant to Section 422 of the Internal Revenue Code of 1986, as amended.

As of ~~March~~June 3130, 2012, 16,200,000 shares of common stock are available for issuance under the Plans.

Stock options

During the ~~three~~six month period ended ~~March~~June 3130, 2012, the Company granted no options under the Plans.

During the year ended December 31, 2011, the Company granted 10,000,000 stock options under the 2010 Plan to certain employees, directors, and consultants. All of the stock options granted were vested immediately.

During the year ended December 31, 2010 the Company granted 3,800,000 stock options under the 2010 Plan to certain employees, directors, and consultants. A total of 2,400,000 of the stock options were vested immediately and the balance vest monthly over a 24 month period.

The exercise price and vesting period of each stock option is specified by the Board of Directors at the time of grant. The stock options expire five years after the grant date.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The expected life assumption is based on the expected life assumptions of similar entities. Expected volatility is based on actual share price volatility the preceding twelve months. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with an expected term ranging from 2.5 to 5 years used as the input to the Black-Scholes model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods as options vest, if actual forfeitures differ from those estimates.

As of ~~March~~June 3130, 2012 there ~~was~~no ~~$22,273 of total~~ unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan. ~~That cost is expected to be recognized over a weighted-average period of approximately 0.19 years.~~

11. Unregistered Sales of Equity Securities

During the ~~three~~six ~~month~~months ~~period~~ ended June ~~March 31~~30, 2012, the Company issued a total of 2,700,000 shares of common stock pursuant to an agreement with the Company’s investor relations firm. The issuance of shares was in consideration of services performed during this period. The shares were valued at market price on the date of issuance and compensation expense of $~~101~~98,~~700~~460 was recorded for the ~~three~~six ~~month~~months ~~period~~ ended ~~March~~June 3130, 2012.

12. Placement Agent Agreement

On February 15, 2012 entered into a Placement Agent Agreement with Weston Financial Services, LLC, a Delaware limited liability company (“Weston”). Per the agreement, Weston agreed to act as the Company’s exclusive agent in connection with a private placement of up to $4,000,000 of notes to be issued by the Company (the “Notes”) and to use Weston’s commercially reasonable efforts in placing such Notes. Weston will be compensated with a 10% cash fee and 1,000,000 warrants to purchase Cascade common stock at $0.06 per share for every $200,000 in Notes placed. Pursuant to the agreement, the Notes will only be offered to “accredited investors” and, upon issuance, will be sold and issued pursuant to a Note Purchase Agreement. A total of $400,000 in convertible notes were placed in 2011 prior to the completion of the Placement Agent Agreement but are deemed to be part of the total amount contemplated by the agreement. No assurance can be given that the Company will receive any additional proceeds.

As required by Weston and as specified in the Note Purchase Agreement, providing that the Company receive gross proceeds of not less than $4,000,000, the Company is required to enter into a Contribution Agreement with Dr. Daniel Farkas, the Company’s Chief Executive Officer, pursuant to which Dr. Farkas will contribute certain intellectual property, equity and certain other assets owned by Dr. Farkas to the Company in exchange for a 50 million additional shares of common stock in the Company.

Additionally, in connection with the transactions contemplated by the Placement, the Company anticipates undertaking a 1:30 reverse split of its common stock (the “Reverse Split”), changing its governing state from the State of Wyoming to the State of Nevada (the “Re-Domiciliation”) and adopting a 2012 Stock Option Plan (the “2012 Stock Option Plan”). The Company’s Board of Directors has approved the Reverse Split and the Re-Domiciliation, but has not yet finalized or approved the terms of the 2012 Stock Option Plan.

13. New Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning after December 31, 2012. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”), which amends the guidance in ASC 350-20, Intangibles—Goodwill and Other – Goodwill. ASU 2011-08 provides entities with the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, the entities are required to perform a two-step goodwill impairment test. ASU 2011-08 was effective for us beginning January 1, 2012. The adoption of ASU 2011-08 did not have a material effect on our consolidated financial statements or disclosures.

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement (“ASU 2011-04”), which amended ASC 820, Fair Value Measurements (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the disclosure requirements. ASU 2011-04 was effective for us beginning January 1, 2012. The adoption of ASU 2011-04 did not have a material effect on our consolidated financial statements or disclosures.

~~13. Subsequent Event~~14

~~On April 24, 2012 the Company received an additional $250,000 from the placement of Series 2011-B convertible notes~~ 14. Subsequent Event

In October 2012 the Company executed an unsecured $150,000 convertible promissory note pursuant to which $85,000 has been received to date. The note bears interest at 12% per annum and is due in twelve months from the date of issuance. If Cascade raises equity funds during the term of this note, then from each such equity raise the Company shall be obligated promptly to pay the note holder an amount equal to twenty five percent of the gross proceeds obtained in each such offering until the principal and accrued interest amounts of the note are paid in full. The note is convertible into common stock at $0.03 per share. In the event that the Company’s common stock trades over $0.09 per share for ten trading days, the Company may elect to force conversion.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The unaudited financial statements of Cascade Technologies Corp. (“Cascade”, or the “Company”), a development stage company, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The balance sheet information as of December 31, 2011 was derived from the audited financial statements included in our annual report on Form 10K filed March 27, 2012. These interim financial statements should be read in conjunction with that report.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements. All statements other than statements of historical facts contained herein, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions as described in “Risk Factors” in our 10K filed March 27, 2012.

Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this Form 10-Q are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this Form 10-Q are expressly qualified by this cautionary statement.

Overview

Prior to the closing of the transactions contemplated by the Merger Agreement, there were 163,950,000 shares of Cascade Common Stock issued and outstanding. In connection with the closing of the Merger:

The Company completed a private placement of $850,000 in principal amount of convertible notes;

The Company caused to be canceled promptly after the closing of the Merger an aggregate of 143,340,051 shares of Common Stock held by their pre-closing principal stockholder, who was also an officer and director of Cascade, for no cash consideration for the purpose of making Cascade’s capitalization more attractive to future equity investors; and

The Company effected a share dividend of 2.64 additional shares of Cascade Common Stock for each one outstanding share of Cascade Common Stock (the “Stock Dividend”). The Stock Dividend resulted in the shares of common stock issued and outstanding to increase from 52,354,223 to approximately 190,569,371

(after giving effect to share roundups). After giving effect to the Stock Dividend, the conversion price on our convertible notes adjusted from approximately $0.18 per share to $0.05 per share.

Cascade is a development-stage, medical imaging device company. All medical device operations are being conducted by Cascade’s wholly owned subsidiary, Spectral Molecular Imaging, Inc. (“SMI”). Application of SMI’s proprietary spectral-optical-imaging technology—originally developed for satellite reconnaissance—is expected by management to advance early diagnoses of cancer and precancerous conditions, in vivo. SMI is developing non-invasive devices that use its patented technology for improved clinical diagnostics and that operate in conjunction with surgical and/or evaluation procedures in real time. SMI’s technology, still in development, is expected to enable early detection and more reliable diagnosis of various diseases, such as Barrett’s esophagus (a condition caused by chronic acid reflux that can lead to esophageal cancer), lung cancer, and melanoma. SMI believes that development of its technology may significantly improve long-term patient outcomes while substantially reducing overall costs for the healthcare system. The Company was incorporated on February 25, 2004 in Nevada and to date has not generated any revenues.

Results of Operations

The loss from operations was $(~~441~~712,~~202~~707) and $(~~228~~1,~~379~~324,634) for the ~~three~~six ~~month~~months ~~periods~~ ended ~~March~~June 3130, 2012 and 2011, respectively. The ~~increase~~decrease in the loss in 2012 compared to 2011 is principally due to ~~the~~lower ~~high~~stock ~~level~~based ofcompensation ~~activity~~and change in ~~2012~~value ~~compared~~of toderivative liability in 2011. ~~The~~Salary ~~increase~~and ~~was~~other ~~generally~~compensation ~~attributable~~expense ~~to:~~included a $4354,~~089~~718 ~~increase~~and $339,234 in ~~professional~~stock ~~expenses~~based ~~principally~~compensation ~~attributable~~expense tofor ~~legal~~the ~~costs~~six ~~associated~~months ~~with~~ended ~~recent~~June ~~fund raising activity; a $22~~30,~~617~~ ~~increase~~2012 ~~in salary~~ and ~~other~~2011, ~~compensation~~respectively. ~~expense~~The ~~principally~~change ~~attributable~~in tovalue ~~not~~of ~~having~~derivative aliability ~~Chief~~was ~~Operating~~$134,461 ~~Officer in 2011;~~ and a $~~100~~(173,~~377~~576) ~~increase~~for inthe ~~consulting~~six ~~and~~months ~~outside~~ended ~~services~~June ~~principally~~30, ~~related~~2012 toand ~~increased~~2011, ~~activity in product development~~respectively.

Grant income of $2540,~~440~~690 and $3365,~~120~~321 for the ~~three~~six ~~month~~months ~~periods~~ ended ~~March~~June 3130, 2012 and 2011 is pursuant to a phase II SBIR award from the National Cancer Institute shared jointly with Omega Optical, Inc. and is subject to normal fluctuation depending on the level of activity for the period.

Interest expense was $65143,~~275~~893 and $31132,~~172~~217 for the ~~three~~six ~~month~~months ~~periods~~ ended ~~March~~June 3130, 2012 and 2011, respectively~~, an increase of $34,103~~. The increase in interest expense in 2012 is principally due to the $~~500~~850,000 in convertible notes payable that were placed subsequent to ~~March~~June 3130, 2011.

The change in value of derivative liability represents the reduction of the fair value of the derivative liability by $33134,461 at ~~March~~June 3130, 2012 as determined by the Black-Scholes option pricing model with the following assumptions: expected remaining life of 4.7651 years; risk-free interest rate of 0.19%; dividend yield of 0%; and expected volatility of ~~244~~239%.

Liquidity and Capital Resources

At ~~March~~June 3130, 2012, the Company has an accumulated deficit of $3,~~697~~968,~~296~~801 and anticipates that it will continue to incur net losses for the foreseeable future in the development and commercialization of its product line. From inception up through the merger between Cascade and SMI in March 2010, the Company ~~has~~ financed operations solely through short-term loans from a stockholder. In conjunction with the merger between Cascade and SMI additional working capital was obtained through the sale of $850,000 in convertible notes ($787,425 net of expenses) received on March 17, 2010. The Company placed an additional $500,000 in convertible notes during 2011 and $~~200~~450,000 during the ~~three~~six ~~month~~months ~~period~~ ended ~~March~~June 3130, 2012. The proceeds from these notes and grant receipts are expected to permit the Company to fund its anticipated levels of operations through the ~~second~~third quarter of 2012. Absent securing additional working capital, the Company may be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that could result from the outcome of this uncertainty.

Cash flow used in operations Cash utilized by operating activities was $~~211~~533,~~389~~421 for the ~~three~~six ~~month~~months ~~period~~ ended ~~March~~June 3130, 2012. The use of cash was principally attributable to the net loss for the period of $~~441~~712,~~202~~707, reduced by depreciation of $37,~~774~~548, deferred issuance cost amortization of $1434,~~035~~111, amortization of note discount of $4175,~~569~~908, stock based compensation of $3354,~~158~~718, common shares issued for services of $98,460, warrants issued for services of $10,466, a $33134,461 decrease in the valuation of derivative liability, a $814,~~160~~630 decrease in grant proceeds receivable, a ~~$12,082 decrease in prepaid~~

~~expenses, and a decrease in accounts payable and accrued expenses of $18,608 which did not utilize or generate cash.~~ 17

~~Cash utilized by operating activities was~~ $1724,~~264~~682 for the three month period ended March 31, 2011. The use of cash was principally attributable to the net loss for the period of $228,379, reduced by depreciation of $3,774, deferred issuance cost amortization of $2,217, amortization of note discount of $27,325, stock based compensation of $32,014, a $2,330 decrease in ~~the~~prepaid ~~valuation of derivative liability~~expenses, ~~a decrease in grant proceeds receivable,~~ and ana decrease in accounts payable and accrued expenses of $910,~~102~~421 which did not utilize or generate cash.

Cash ~~flow~~utilized ~~used~~by inoperating ~~investing~~ activities ~~Cash~~was ~~used~~$93,657 infor ~~investing~~the ~~activities~~six months ended June 30, 2011. The use of cash was principally attributable to the net loss for the period of $01,324,634, reduced by depreciation of $7,548, deferred issuance cost amortization of $12,644, amortization of note discount of $111,698, stock based compensation of $339,234, common shares issued for services of $306,000, a $173,573 increase in the ~~three~~valuation ~~month~~of ~~periods~~derivative ~~ended~~liability, ~~March~~a 31decrease in grant proceeds receivable of $155,822, ~~2012~~and a increase in accounts payable and ~~2011~~accrued expenses of $112,856, which did not utilize or generate cash.

Cash flow ~~provided~~used byin ~~financing~~investing activities Cash ~~provided~~used byin ~~financing~~investing activities was $~~180~~3,~~000~~993 and $0 for the ~~for~~six ~~the~~months ~~three month periods~~ ended ~~March~~June 3130, 2012 and 2011, respectively. The 2012 ~~balance~~activity represents the ~~net~~purchase ~~proceeds from the issuance~~ of ~~convertible notes.~~ equipment

Cash flow provided by financing activities Cash provided by financing activities was $405,000 and $90,000 for the six months ended June 30, 2012 and 2011, respectively. The balance for both periods represents the net proceeds from the issuance of convertible notes.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~March~~June 3130, 2012, the Company carried out an assessment under the supervision and with the participation of our Chief Executive and Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(1) and I 5d-15(1)). Our Chief Financial Officer concluded that due to changes in personnel during the fourth quarter of 2011, the Company's disclosure controls and procedures were not effective as of ~~March~~June 3130, 2012.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company maintains internal controls over financial reporting to include those policies and procedures that are designed 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 U.S. Securities and Exchange Commission's ("SEC's") rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the internal controls over financial reporting, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included an assessment of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this evaluation, our Chief Financial Officer concluded as of December 31, 2011 that our internal controls over financial reporting were not effective at the reasonable assurance level due to the material weaknesses discussed below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report ~~fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.~~

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Report. 18

~~Our~~fairly ~~Chief Financial Officer concluded that as of March 31~~present, ~~2012~~in ~~the~~all ~~following~~ material ~~weaknesses~~respects, ~~existed:~~our wefinancial ~~did~~condition, ~~not~~results ~~maintain~~of aoperations ~~sufficient~~and ~~level~~cash offlows ~~resources~~for ~~within~~the ~~our~~periods ~~accounting department~~presented.

~~Inherent~~ This ~~Limitations~~Report ondoes ~~the~~not ~~Effectiveness~~include an attestation report of ~~Controls~~our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Report.

~~Management~~Our ~~does~~Chief ~~not~~Financial ~~expect~~Officer ~~that~~concluded our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that ~~the~~as ~~objectives~~ of ~~the~~June ~~control systems are met. Further~~30, ~~the~~2012 ~~design of a control system must reflect~~ the ~~fact~~following ~~that~~material ~~there~~weaknesses ~~are~~existed: ~~resource~~we ~~constraints,~~did ~~and~~not ~~the~~maintain ~~benefits of controls must be considered relative to their costs. Because of the inherent limitations in~~ a ~~cost-effective~~sufficient ~~control~~level ~~system, no evaluation~~ of ~~internal~~resources ~~control~~within ~~over~~our ~~financial~~accounting ~~reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected~~department.

~~These~~Inherent ~~inherent~~Limitations limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on ~~certain assumptions about~~ the ~~likelihood~~Effectiveness of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.Controls

~~Material~~Management ~~Weaknesses~~does not expect that our disclosure controls and ~~Related~~procedures ~~Remediation~~or ~~Initiatives~~our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

~~Set~~These ~~forth~~inherent ~~below~~limitations isinclude athe ~~summary~~realities ofthat ~~the~~judgments ~~various~~in ~~significant~~decision-making ~~deficiencies~~can ~~which~~be ~~caused~~faulty ~~management~~and tothat ~~conclude~~breakdowns ~~that~~can weoccur ~~had~~because ~~the~~of ~~material~~a ~~weaknesses~~simple ~~identified~~error ~~above~~or mistake. ~~Through~~Controls can also be circumvented by the ~~efforts~~individual acts of ~~management~~some persons, ~~external~~by ~~consultants~~collusion of two or more people, ~~and~~or ~~our~~by ~~Board~~management override of ~~Directors,~~the wecontrols. ~~have~~The ~~developed~~design aof ~~specific~~any ~~action~~system ~~plan~~of tocontrols ~~remediate~~is based in part on certain assumptions about the ~~material~~likelihood ~~weaknesses.~~of Wefuture ~~expect~~events, toand ~~implement~~there ~~these~~can ~~various~~be ~~action~~no ~~plans~~assurance ~~during~~that ~~2012~~any design will succeed in achieving its stated goals under all potential future conditions. IfProjections weof ~~are~~any ~~able~~evaluation of controls effectiveness to ~~complete~~future ~~these~~periods ~~action~~are ~~plans~~subject into arisks. ~~timely~~Over ~~manner~~time, wecontrols ~~anticipate~~may ~~that~~become ~~all~~inadequate ~~control~~because ~~deficiencies~~of ~~and~~changes ~~material~~in ~~weaknesses~~conditions ~~will~~or bedeterioration ~~remediated~~in bythe ~~December~~degree ~~31,~~of ~~2012~~compliance with policies or procedures.

WeMaterial ~~did~~Weaknesses ~~not effectively implement comprehensive entity-level internal controls~~ and ~~did~~Related ~~not~~Remediation ~~maintain a sufficient level of resources within our accounting department, as discussed below:~~ Initiatives

·Set forth below is a summary of the various significant deficiencies which caused management to conclude that we had the material weaknesses identified above. Through the efforts of management, external consultants, and our Board of Directors, we have developed a specific action plan to remediate the material weaknesses. We expect to implement these various action plans during 2012. If we are able to complete these action plans in a timely manner, we anticipate that all control deficiencies and material weaknesses will be remediated by the first quarter of 2013.

~~Financial~~We ~~Close~~did ~~Process.~~not ~~The~~effectively ~~Company~~implement ~~only~~comprehensive ~~prepares~~entity-level ~~financial~~internal ~~statements~~controls onand adid ~~quarterly~~not ~~basis~~maintain ~~which~~a ~~increases~~sufficient ~~the~~level ~~potential~~of ~~that~~resources ~~any~~within ~~unusual~~our ~~activities~~accounting ordepartment, ~~transactions~~as ~~will~~discussed ~~not~~below: ~~be detected on a timely basis.~~

~~Cash~~Financial ~~Disbursement~~Close Process. ~~Our~~The ~~accounting~~Company ~~personnel~~only ~~performed~~prepares ~~all~~financial ~~bookkeeping~~statements ~~activities~~on ~~including~~a ~~cash~~quarterly ~~disbursements,~~basis ~~cash~~which ~~receipts,~~increases ~~and monthly bank reconciliations. The lack of segregation of duties in this area increased~~ the potential that any ~~fraud~~unusual ~~would~~activities or transactions will not be detected on a timely basis.

~~Remediation of Internal Control Deficiencies and Expenditures~~·

ItCash isDisbursement ~~reasonably~~Process. ~~possible~~Our ~~that,~~accounting ifpersonnel ~~not~~performed ~~remediated,~~all ~~one~~bookkeeping oractivities ~~more~~including ofcash ~~the~~disbursements, ~~material~~cash ~~weaknesses~~receipts, ~~described~~and ~~above~~monthly ~~could~~bank ~~result in a material misstatement in our reported financial statements that might result in a material misstatement in a future annual or interim period~~reconciliations. WeThe ~~are~~lack ~~developing~~of ~~specific~~segregation ~~action plans for each~~ of ~~the~~duties ~~above~~in ~~material weaknesses. We are uncertain at~~ this ~~time~~area ofincreased the ~~costs~~potential tothat ~~remediate~~any ~~all~~fraud ofwould ~~the~~not ~~above~~be ~~listed~~detected ~~material~~on ~~weaknesses,~~a ~~however,~~timely ~~we anticipate the cost to be insignificant~~basis.

~~Through~~Remediation ~~these steps, we believe that we are addressing the deficiencies that affected our internal control over financial reporting as~~ of ~~March~~Internal ~~31,~~Control ~~2012.~~Deficiencies ~~Because the remedial actions may require hiring of additional personnel,~~ and relying extensively on manual review and approval, the successful operation of these controls for at least several quarters may be required before management may be able to conclude that the material weaknesses have been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting systems. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting systems, we may encounter difficulties in the audit or review of our financial statements by our Expenditures

~~independent~~It ~~registered~~is ~~public~~reasonably ~~accounting~~possible ~~firm~~that, ~~which~~if innot ~~turn~~remediated, ~~may~~one ~~have~~or amore of the material ~~adverse~~weaknesses ~~effect~~described onabove ~~our~~could ~~ability~~result toin ~~prepare~~a material misstatement in our reported financial statements that might result in ~~accordance~~a ~~with~~material ~~GAAP~~misstatement ~~and~~in a future annual or interim period. We are developing specific action plans for each of the above material weaknesses. We are uncertain at this time of the costs to ~~comply~~remediate ~~with~~all ~~our~~of ~~Commission~~the ~~reporting~~above ~~obligations~~listed material weaknesses, however, we anticipate the cost to be insignificant.

~~Changes~~Through inthese ~~Internal~~steps, ~~Control~~we ~~Over~~believe ~~Financial~~that ~~Reporting~~we are addressing the deficiencies that affected our internal control over financial reporting as of June 30, 2012. Because the remedial actions may require hiring of additional personnel, and relying extensively on manual review and approval, the successful operation of these controls for at least several quarters may be required before management may be able to conclude that the material weaknesses have been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting systems.

There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.19

~~PART~~These IIefforts –require ~~OTHER~~significant ~~INFORMATION~~time and resources. If we are unable to establish adequate internal control over financial reporting systems, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our Commission reporting obligations.

Changes in Internal Control Over Financial Reporting

There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter June 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. 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 Form 10-Q.

ITEM 1A. RISK FACTORS

Not Applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS


Number		Exhibit
3.1		Amended and Restated Articles of Incorporation of the registrant
3.2		By-laws of the registrant
4.1		Form of Securities Purchase Agreement (1)
4.2		Form of Convertible Note (2)
10.1		Memorandum of Agreement between Cascade Technologies Corp. and Spectral Molecular Imaging, Inc. (3)
10.2		Amendment No. 1 to the Memorandum of Agreement between Cascade Technologies Corp. and Spectral Molecular Imaging Inc. (4)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)		Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on March 24, 2010
(2)		Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on March 24, 2010
(3)		Incorporated by reference to the Exhibits filed with our Form 10-K filed with the SEC on December 15, 2009
(4)		Incorporated by reference to Exhibits filed with our Form 10-Q filed with the SEC on January 8, 2010

SIGNATURES

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

		CASCADE TECHNOLOGIES CORP.
Date:	~~May~~December 105, 2012	By:	/s/ Gene Scher
		Name:	Gene Scher
		Title:	President/Principal Executive Officer and Chief Financial Officer

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