Form 8-K CASCADE ENERGY, INC. For: Oct 28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

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October 28^th 2014

Date of Report (Date of earliest event reported)

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Cascade Energy, Inc.

(Exact name of registrant as specified in its charter)

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Nevada	�	0001290504	�	41-2122221
(State or other jurisdiction	�	(Commission	�	(IRS Employer
of Incorporation)	�	File Number)	�	Identification No.)

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2724 Otter Creek Ct., 101, Las Vegas, Nevada	�	89117-1732
(Address of Principal executive offices)	�	(Zip Code)

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250-954-0263

Registrant’s telephone number, including area code

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2360 Corporate Circle, Suite 40, Henderson, Nevada, 89004

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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[��] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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[��] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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[��] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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[��] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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INFORMATION TO BE INCLUDED IN THE REPORT

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Item 1.01 Entry into a Material Definitive Agreement

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On September 30, 2014 the shareholders in the company agreed upon a Letter of Intent to enter into a merger in order to acquire Nano Tech West, Inc. Nano Tech West is a Nevada corporation holding the distribution rights to new nano technology with wide ranging applications from medicine to space. Initially the company will be directing its efforts to the mining, mineral and oil and gas industries. There were contingencies to the acquisition which were generally met on October 28, 2014, but minor conditions remain.

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They also agreed to a share consolidation (reverse split) comprising one new share for each twenty five shares currently held (1 for 25) to be effective as quickly as possible.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

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The shareholders elected a new board of four (4) directors, who, in turn, engaged the persons as officers, as listed below: Blair Harrison Berry director, James Brown Secretary and director, David Giovanetto vice president and director and Robert Hughes President CEO and director.

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Information about the directors:

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Blair Harrison Berry, age 50, director. Mr. Berry divides his time between BC Canada, Nevada and Mexico and is retired from a 20 year career in the international shipping industry. During his maritime career he developed a keen business sense and after being an investor in businesses, he then became a business consultant to small and growing companies. He retired from the Maritime industry in 2001 and has consulted to several diverse businesses where his previous experience in Corporate structuring enabled new and fresh thinking business strategies to be effected. His international business experience has enabled those companies to actively grow the business.

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James Brown, age 48, director and secretary. Mr. Brown recently joined the Company as Secretary and Director and prior to joining the Company was a Managing Director for an international Private Equity Company holding investments in the mining and Technology industries, where he served from 2009 to the the day he joined the company. Mr. Brown has previously operated several Canadian businesses including a short time in the financial services sector and was also involved in the Canadian Forest Product industry.

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David Giovanetto, age 47, director and Vice President. David is an entrepreneurial professional with 12 years experience for private companies, most recently as a remediation specialist involved with on-site operations in the energy sector in Alberta, Canada. In addition to years of progressive experience as a corporate development consultant, Mr. Giovanetto has completed his degree in international business at Mount Royal University (2012) and holds a Bachelor of science degree from the University of Calgary, in addition to completing several non-degree courses, also at the University of Calgary. Mr. Giovanetto has a strong managerial background with the strategic and tactical vision to develop and execute sophisticated plans in addition to proficiency in developing start-ups. He joined Nanotech in 2013, but from 2010 to 2013, he was employed as an environmental consultant, and prior to that, from 2006 to 2010, he was employed as a consultant to 74305 AB Ltd. From 1998 to 2006, he was the Project Coordinator for Wasteco Environmental, dealing with all forms of contamination and reclamation in soil and soil recovery activities.

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Robert Hughes, age 78, director, President and CEO, obtained his formal education in the United Kingdom, emigrating to Canada in 1957. He worked for several multi-national companies between 1957 and 1966, at which time he moved to British Columbia and began working for a Chartered Accounting Firm. In 1967, he started a mining company, Interprovincial Silver Mines Ltd, which he led through its public listing process in 1967, and remained with that company until 2005, at which point he retired. He has served as president or secretary/treasurer for numerous companies, to include Adanac Mining Ltd., Ariel Resources Ltd., Advance International Inc., Avance Venture Corp, General Energy Corp. and Gold Cup Resources Ltd.

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SIGNATURES

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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 hereunto duly authorized.

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DATED: November 28, 2014

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Cascade Energy, Inc.

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/s/ Robert Hughes	�
Robert Hughes,	�
President CEO & director	�

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EXHIBIT 10.1

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LETTER OF INTENT RE

AGREEMENT TO MERGE

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This Agreement to Merge (the “Agreement”) is made as of the 15th day of September, 2014 (the “Effective Date”),

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B E T W E E N:

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NANO TECH WEST, INC.,

A corporation incorporated pursuant to the Laws of

the State of Nevada with an office located at

2724 Otter Creek Court, # 101

Las Vegas, Nevada

89117 ������������������������������������������������������(Nano) ���������������������������OF THE FIRST PART

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-and-

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CASCADE ENERGY, INC.,

A corporation incorporated pursuant to the Laws of

The State of Nevada with an office located at

2360 Corporate Circle Suite 40

Henderson

Nevada

89074 ���������������������������������������������(Cascade) ����������������������������OF THE SECOND PART

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WHEREAS:

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A.	Nano Tech West, Inc., a Nevada Corporation (“Nano Tech”), is seeking a business acquisition or to merge with an active company and become a publicly traded corporation by way of common shares being quoted for trading on the NQB: Pink Sheets. The company is the holder of the exclusive distribution rights for North America, South America, Central America, Mexico and Canada to Nanotechnology products and services.
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B.	Cascade Energy, Inc., a Nevada Corporation (“Cascade”) is a research and development company which conducted research into bio type fuels, fuel cells and other green energy, including LED projects. From 2011 the Company operated with an operating line of Credit guaranteed by the preferred share holder. In 2014 credit facilities had been maximized and no further funding could be obtained. With no launch of product lines possible the secured creditor subsequently initiated action to effect a restructure of the Company.
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C.	Cascade wishes to merge with or acquire Nano Tech, with Cascade resulting as the surviving entity, and to operate the newly reorganized company as a fully reporting Nevada publically traded entity under the name Nano Tech.

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D.

On the closing of the transaction the Officers and Directors of Cascade will resign as of that date and Nano Tech Officers and Directors would be appointed to the respective positions in the restructured corporation. Cascade will have entered into agreements to dispose of all assets of the Company and would restructure such transactions to pay out all debt outstanding in the Company books. The newly appointed Officers and Directors of the resulting company would then continue to operate the corporation as a publicly traded company with no impediments, and move forward with the business plan carried forward from Nano Tech West Inc.

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This Letter of Intent sets forth the general terms and conditions which would be applicable to the transaction and will serve to allow the parties to seek legal and other such advise as is necessary to achieve the stated purpose. If the statements and premises contained in this letter are superseded by the terms of a closing agreement then the terms of such closing agreement will be applicable.

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It is expected that the merged company will continue to operate with new management under whatever operating terms and conditions were previously applicable to Nano Tech. Certain shareholders who are designated control persons, affiliates, Officers or Directors will be restricted from negotiation of shares held, except under the exemptions to Rule 144 of the Securities Act.

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Cascade will, as part and parcel of the merger, be current in all filings and disclosures required for a current status to NQB Pink Sheets and will have no outstanding comments from FINRA.

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Cascade will issue approximately 57,000,000 shares of its 25-for-1 post-reverse, restricted common stock to acquire 100% of all of the issued and outstanding securities of Nano Tech. This exchange will be structured to comply with IRS Section 368 and qualify as a tax-free transaction for the participating shareholders of Nano Tech.

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1. Term of Agreement. This Agreement will lapse on November 30, 2014 should there be no renewal of intent or, a renewal will require the written consent of both parties. Should agreement be concluded by that date a closing document will be created which will more specifically relate the terms and conditions to be effected.

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2. Assignment. The benefit of this agreement may not be assigned without the written approval of both parties.

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3. Relationship of the Parties. Nano Tech and Cascade Energy are independent contractors and each corporation has no right or authority to assume or to create any obligation or responsibility, express or implied on behalf of either corporation. Nothing in this Agreement shall be construed as creating a partnership or a relationship of principal and agent between the parties.

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4. Termination. This Agreement shall automatically terminate without notice in the event that either party ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any federal or state statute relating to insolvency.

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5. Notices. Any required or permitted notice will be deemed to have been given when received in writing at the address of the party being given notice.

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6. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Nevada USA, and the parties to this Agreement hereby agree to the sole and exclusive jurisdiction of the courts of Nevada to entertain any actions or other legal proceedings.

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7. Modifications. All modifications of this Agreement must be in writing and signed by an authorized representative of each party.

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8. Complete Agreement. This Letter of Intent and its Exhibit contain the complete and exclusive agreement between the parties and supersede all other prior or contemporaneous written or oral communications between the parties relating to the subject matter hereof.

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9. Announcements and Press Releases. The corporations to this agreement hereby agree not to make any announcements or press releases with regard to this Agreement or any future relationships, without the prior written consent of both parties. Violation of this provision either party is grounds for immediate termination of this Agreement without notice and without any recourse.

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IN WITNESS WHEREOF, the parties have executed this Agreement on this 5th day of September 2014.

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NANO TECH WEST, INC.,		�	CASCADE ENERGY, INC.,
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�	/s/ R. Hughes	�	�	/s/ R. Hughes
By:	R.Hughes	�	By:	R.Hughes
�	President.	�	�	President.

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