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SEC Company Response from Cal Alta Auto Glass Inc (CIK 0001321724) — May 16, 2005

Cal Alta Auto Glass Inc (CIK 0001321724)
Date: May 16, 2005 · CIK: 0001321724 · Accession: 0001321724-05-000003

AI Filing Summary & Sentiment

Date
March 29, 2005
Author
Not clearly detected
Form
CORRESP
Company
Cal Alta Auto Glass Inc (CIK 0001321724)

Letter

Cal Alta Auto Glass #8 3927 Edmonton Trail NE Calgary, Alberta, Canada T2E6T1 SEC Washington, DC 20549

Re: Cal Alta Auto Glass, Inc. Registration Statement on Form 10SB Filed March 29, 2005 File No. 0-51227

Dear Ms. Reilly

Below please find the responses to your questions dated May 6, 2005.

Item 1 Description of Business page 4

1. In the fourth paragraph of this section, you state the "Mr. Aiello put the assets and liabilities of the auto glass operations in Cal Alta Auto Glass, Ltd." Please revise to clarify the transaction that transpired.

See new disclosure.

2. Please clarify "The Company" as used in the fourth and fifth paragraphs hereunder.

See new disclosure.

3. If you are dependent on one or a few major customers or of you receive referrals from one or a few major sources, please disclose.

See new disclosure.

4. In the ninth paragraph of this section, which paragraph begins, "The operating subsidiary....", please identify the "subsidiaries" you reference.

See new disclosure.

Reports to shareholders page 5

5. Please reference your statement which begins: "If the Securities and Exchange Commission declare this registration statement effective we will...." Please note that the registration statement will become effective automatically 60 days after your initial filing unless you withdraw the registration statement. Thus the registrant will be subject to the reposting requirements on or about May 27, 2005.

No answer is required.

Probable Governmental Regulations on the Business page 6

6. Regulation SB Item 101(b)(8) states: "Need for any governmental approval of principal products or services. If government approval is necessary and the small business issuer has not yet received that approval, discuss the status of the approval within the governmental approval process"; and Item 101(b)(9) states: "Effect of existing or probable governmental regulations on the business"; and Item 101(b)(9) states: "Costs and effects of compliance with environmental laws (federal, state and local)." However, you have discussed regulation of automobile drivers. The regulation required information about the regulation of your company. Please provide the required information.

See new disclosure.

Market page 6

7. Disclose the basis for the numerous unsupported assertions in this section. Support your statement by citing reports or publication. If you do not have appropriate independent support for a statement, please revise the language to make clear that this is the belief of the registrant based on its experience in the industry or delete it.

See new disclosure.

Marketing page 7

8. Please clarify the last paragraph in this section.

See new disclosure.

Facilities page 8

9. Define "statuatory office" on page 8.

Changes statuatory office to resident agent office.

Risk Factors and Cautionary Statement page 9

10. In view of the fact that you have provided a risk factor section, please ensure that you disclose all material risks.

Removed material risks.

11. In the first paragraph of this section please delete the last paragraph which states: "...and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission."

Removed statement.

Item 2 Management's Discussion and Analysis or Plan of Operation page 10 Overview page 10

12. You state that Cal Alta Auto Glass, Ltd., was incorporated on December 4, 1997. However, in the Description of Business you state that Alta Auto Glass, Ltd., was incorporated on October 9, 1986. Please revive to provide the correct incorporation date. Also, revise this paragraph in its entirety to clarify the activities of Cal Alta Auto Glass from inception to the time of divestment to the time of re-acquisition and the recapitalization with International Sports Marketing Group, Inc.

Fixed date.

13. Please revise the overview to describe how you accounted for the merger and the effect of the merger on the financial statement.

See new disclosure.

Results of Operation

14. In the third paragraph of MD&A and in the table presented on the same page, you disclose a net loss of $88,522 for 2003. However, the statement of operation reflects a net loss of $102,719. Please revise this disclosure accordingly. Also, in the table presented on the same page you provide net income/(loss) from continuing operations before taxes. However, it appears your intend to present the balance for the net income/(loss). Please revise the table to provide an account description that matches with the balance presented.

Fixed description.

15. You state "also contributing to the increased incomes was $18,327 decrease in advertising costs". Revise to clarify whether this sentence is referring to "net income".

See new disclosure. 16. You state the increase in revenue "can be attributed largely to the difference in the exchange rate." Revise to detail exactly how the exchange rate has affected revenue and quantify the impact of the change in the exchange rate. Disclose whether revenue in Canadian dollars increased or decreased from 2003 to 2004 and discuss any other material underlying causes that affected revenue during the periods.

See new disclosure.

17. Expand to discuss the underlying reasons for the decrease in the cost of glass and moldings from 2003 to 2004. Explain why the gross profit percentage increased from 43% to 54% in 2004.

See new disclosure.

Liquidity and Capital Resources

18. Clarify that $390,000 of the loan receivable is a related party, identify the relationship and discuss the party's intentions concerning repayment. Indicate the originating date. File the loan documents.

See new disclosure.

19. Please provide an explanation for the net change on cash from operating, investing and financing activities for the year ended December 31. 2004 compared to the year ended December 31, 2003.

See new disclosure.

20. You state that the loans and accounting receivable are very liquid. Please revise the disclosure to include the due date of the loans receivable.

See new disclosure.

Critical Accounting Policies

21. We note that you have not discussed the Company' Critical Accounting Policies. Please address the existence of highly material estimates or assumptions and how these matters mat effect the financial statements. Please refer to the Commissioner's guidance concerning Critical Accounting Estimates and revise Management's Discussion and Analysis to comply with the required disclosures as necessary. The guidance is available on the SEC website at www.sec.gov/rules/interp/33-8350.htm

See new disclosure.

Off Balance Sheet Disclosures

22. Item 303(C) of Regulation SB required a description of off balance sheet arrangements, Please revise this disclosure, if material.

Not applicable.

Item 4 Security Ownership of Certain Beneficial Owners and Management page

23. Update the information in this section to the latest practical date.

See new disclosure.

Item 5 Directors, Executive Offers page 16

24. State the nature of the business of FAA Enterprises LTD., and subsidiaries.

See new disclosure.

Item 6 Executive Compensation page 17

25. Please complete the table. If none so indicate.

See new table.

Item 7 Certain Relationships and Related Transactions page 18

26. The following statement is not at all understood: "As of December 31, 2002, there have been on contracts or defined terms to any promoters for stock, cash or any other payment."

Removed statement.

27. The dollar amounts of purchases from related parties during the past two years are required disclosure pursuant to Item 404(a) of Regulation SB.

See new disclosure.

28. The terms and amounts of the loan to related parties in Note 8 to the financial statements should be fully disclosed under this caption.

See new disclosure.

29. Item 404(d) would require disclosure of the transfer of assts from Pro Glass Technologies, Inc to Mr. Aiello and from Mr. Aiello to Cal Alta. Include hereunder the dates of both transactions, the general types of assets and liabilities transferred and the dollar amount involved in each transaction. We may have further comment.

See new disclosure.

Description of Securities page 19

30. Describe any provision in the charter or by-laws that would delay, defer or prevent a change in control of the small business issuer, including, but not necessarily limited to non-cumulative voting.

See new disclosure.

Part II Item 1 Market Price of Dividends on the Registrant's Common Equities and Other Shareholder Matters page 19

31. Expand the disclosure regarding the OTC market. Clarify whether you are referring to the NASD OTC Bulletin Board. If yes, explain that you can give no assurance that your application to the Bulletin Board will be successful.

See new disclosure.

32. Please reference on page 21 the ninth paragraph of this section, which paragraph begins, "In November 2003, 8,500,000 shares of common stock...." Please repeat the disclosure that International Sports Marketing Group, Inc., was formerly the company's name. Also, disclose the date of the name change.

See new disclosure.

33. On page 21 please update to the most recent date practicable, the tenth paragraph of this section which paragraph begins, "As of December 31, 2004..."

See new disclosure.

34. In view of the fact that the insiders have apparently held the 8,500,000 shares of common stock since November 2003 they can sell the shares now subject to the limitation of Rule 144. Please delete the phrase "in the future" in the second sentence of the twelfth paragraph of this section. The paragraph begins "Of the 8,250,000 restricted common shares 8,250,000 shares...."

See new disclosure.

Item 4 Recent Sales of Unregistered Securities page22

35. Please include in this section disclosure regarding the shares issued by the company to the reverse merger on November 25, 2003.

See new disclosure.

Accountants and Attorneys page 23

36. Please file as an exhibit the written consent of Bob Kinvig Chartered Accountants and Michael C. Dunkley, attorney, to have their names appear in the registration statement.

Removed Bob Kinvig and from Michael Dunkley see the exhibits.

Financial Statements Independent Accountant's Report

37. We note that the Form 10SB does not include the independent accountants report. Please revise to file the audit report in the body of the registration statement and not as an exhibit.

See new filing.

General

38. Please note the updating requirements of Item 310(g) of Regulation SB.

No answer necessary.

Statement of Operations

39. Disclose the nature and amount of major components of general and administrative expenses in a note or state them separately on the statement of operation for the periods presented. Update MD&A to discuss material changes in the major components of general and administrative expenses.

See new financial statement.

Note 1 Operations and Description of Business Organization

40. You have not discussed in this disclosure that Pro Glass Technologies transferred the auto glass operations back to Cal Alta Auto Glass Ltd. Please revise the note to describe the nature of this transaction and the accounting treatment in the financial statements.

See new disclosure.

41. On page 21 of "Market Price and Dividends in....", you state the 3.5 million shares were issued for the recapitalization of International Sports Marketing group Inc. However, in Note 1 to the financial statements and in "Description of Business", you state that Cal Alta Auto Glass Ltd. Transferred 8.5 million shares of authorized but unissued common stock. Please revise the disclosures to clarify that the 8.5 million shares were indeed issued or clarify the nature of the transaction.

Note 2 Summary of Significant Accounting Policies Consolidation

42. You state that the financial statements include the accounts of the company and its subsidiaries. We are only aware of the Cal Alta Auto Glass, Ltd., subsidiary. Please revise to discuss the Company's other subsidiaries or revise this disclosure (and that on page 5) to state that there is only one subsidiary.

See new disclosure.

Revenue Recognition

43. Revise to address how your revenue recognition policy meets each of the four criteria described in SBA Topic 104.

See new disclosure.

Income Taxes

44. Revise to include all income tax disclosures as required by SFAS 109.

See new disclosure.

Earned Discounts Receivable and GST Payable

45. Expand the footnotes to disclose the nature and accounting treatment of earned discounts receivable and to provide appropriate disclosures relating to GST payable.

See new disclosure.

Note 5 Operating Leases

46. In "Item 3" you state that the Company has a "statutory office" in Las Vegas, Nevada. Please revise the notes to the financial statements to include the Company's financial commitment related to this lease, if

Show Raw Text
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<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               Cal Alta Auto Glass
                            #8 3927 Edmonton Trail NE
                         Calgary, Alberta, Canada T2E6T1

SEC
Washington, DC 20549

Re:      Cal Alta Auto Glass, Inc.
         Registration Statement on Form 10SB
         Filed March 29, 2005
         File No. 0-51227

         Dear Ms. Reilly

         Below please find the responses to your questions dated May 6, 2005.

Item 1 Description of Business page 4

1.            In the fourth paragraph of this section, you state the "Mr. Aiello
              put the assets and liabilities of the auto glass operations in Cal
              Alta Auto Glass, Ltd." Please revise to clarify the transaction
              that transpired.

              See new disclosure.

2. Please clarify "The Company" as used in the fourth and fifth paragraphs
hereunder.

              See new disclosure.

3.            If you are dependent on one or a few major customers or of you
              receive referrals from one or a few major sources, please
              disclose.

              See new disclosure.

4.            In the ninth paragraph of this section, which paragraph begins,
              "The operating subsidiary....", please identify the "subsidiaries"
              you reference.

              See new disclosure.

     Reports to shareholders page 5

5.            Please reference your statement which begins: "If the Securities
              and Exchange Commission declare this registration statement
              effective we will...." Please note that the registration statement
              will become effective automatically 60 days after your initial
              filing unless you withdraw the registration statement. Thus the
              registrant will be subject to the reposting requirements on or
              about May 27, 2005.

              No answer is required.

     Probable Governmental Regulations on the Business page 6

6.            Regulation SB Item 101(b)(8) states: "Need for any governmental
              approval of principal products or services. If government approval
              is necessary and the small business issuer has not yet received
              that approval, discuss the status of the approval within the
              governmental approval process"; and Item 101(b)(9) states: "Effect
              of existing or probable governmental regulations on the business";
              and Item 101(b)(9) states: "Costs and effects of compliance with
              environmental laws (federal, state and local)." However, you have
              discussed regulation of automobile drivers. The regulation
              required information about the regulation of your company. Please
              provide the required information.

              See new disclosure.

     Market page 6

7.            Disclose the basis for the numerous unsupported assertions in this
              section. Support your statement by citing reports or publication.
              If you do not have appropriate independent support for a
              statement, please revise the language to make clear that this is
              the belief of the registrant based on its experience in the
              industry or delete it.

              See new disclosure.

     Marketing page 7

8. Please clarify the last paragraph in this section.

              See new disclosure.

     Facilities page 8

9. Define "statuatory office" on page 8.

              Changes statuatory office to resident agent office.

     Risk Factors and Cautionary Statement page 9

10. In view of the fact that you have provided a risk factor section, please
ensure that you disclose all material risks.

              Removed material risks.

11.           In the first paragraph of this section please delete the last
              paragraph which states: "...and other risks detailed in the
              Company's periodic report filings with the Securities and Exchange
              Commission."

              Removed statement.

     Item 2 Management's Discussion and Analysis or Plan of Operation page 10
     Overview page 10

12.           You state that Cal Alta Auto Glass, Ltd., was incorporated on
              December 4, 1997. However, in the Description of Business you
              state that Alta Auto Glass, Ltd., was incorporated on October 9,
              1986. Please revive to provide the correct incorporation date.
              Also, revise this paragraph in its entirety to clarify the
              activities of Cal Alta Auto Glass from inception to the time of
              divestment to the time of re-acquisition and the recapitalization
              with International Sports Marketing Group, Inc.

              Fixed date.

13.           Please revise the overview to describe how you accounted for the
              merger and the effect of the merger on the financial statement.

              See new disclosure.

     Results of Operation

14.           In the third paragraph of MD&A and in the table presented on the
              same page, you disclose a net loss of $88,522 for 2003. However,
              the statement of operation reflects a net loss of $102,719. Please
              revise this disclosure accordingly. Also, in the table presented
              on the same page you provide net income/(loss) from continuing
              operations before taxes. However, it appears your intend to
              present the balance for the net income/(loss). Please revise the
              table to provide an account description that matches with the
              balance presented.

              Fixed description.

15.           You state "also contributing to the increased incomes was $18,327
              decrease in advertising costs". Revise to clarify whether this
              sentence is referring to "net income".

              See new disclosure.
16.           You state the increase in revenue "can be attributed largely to
              the difference in the exchange rate." Revise to detail exactly how
              the exchange rate has affected revenue and quantify the impact of
              the change in the exchange rate. Disclose whether revenue in
              Canadian dollars increased or decreased from 2003 to 2004 and
              discuss any other material underlying causes that affected revenue
              during the periods.

              See new disclosure.

17.           Expand to discuss the underlying reasons for the decrease in the
              cost of glass and moldings from 2003 to 2004. Explain why the
              gross profit percentage increased from 43% to 54% in 2004.

              See new disclosure.

     Liquidity and Capital Resources

18.           Clarify that $390,000 of the loan receivable is a related party,
              identify the relationship and discuss the party's intentions
              concerning repayment. Indicate the originating date. File the loan
              documents.

              See new disclosure.

19.           Please provide an explanation for the net change on cash from
              operating, investing and financing activities for the year ended
              December 31. 2004 compared to the year ended December 31, 2003.

              See new disclosure.

20.           You state that the loans and accounting receivable are very
              liquid. Please revise the disclosure to include the due date of
              the loans receivable.

              See new disclosure.

     Critical Accounting Policies

21.           We note that you have not discussed the Company' Critical
              Accounting Policies. Please address the existence of highly
              material estimates or assumptions and how these matters mat effect
              the financial statements. Please refer to the Commissioner's
              guidance concerning Critical Accounting Estimates and revise
              Management's Discussion and Analysis to comply with the required
              disclosures as necessary. The guidance is available on the SEC
              website at www.sec.gov/rules/interp/33-8350.htm

              See new disclosure.

     Off Balance Sheet Disclosures

22.           Item 303(C) of Regulation SB required a description of off balance
              sheet arrangements, Please revise this disclosure, if material.

              Not applicable.

     Item 4 Security Ownership of Certain Beneficial Owners and Management page
     15

23. Update the information in this section to the latest practical date.

              See new disclosure.

     Item 5 Directors, Executive Offers page 16

24. State the nature of the business of FAA Enterprises LTD., and subsidiaries.

              See new disclosure.

     Item 6 Executive Compensation page 17

25. Please complete the table. If none so indicate.

              See new table.

     Item 7 Certain Relationships and Related Transactions page 18

26.           The following statement is not at all understood: "As of December
              31, 2002, there have been on contracts or defined terms to any
              promoters for stock, cash or any other payment."

              Removed statement.

27.           The dollar amounts of purchases from related parties during the
              past two years are required disclosure pursuant to Item 404(a) of
              Regulation SB.

              See new disclosure.

28.      The terms and amounts of the loan to related parties in Note 8 to the
         financial statements should be fully disclosed under this caption.

              See new disclosure.

29.           Item 404(d) would require disclosure of the transfer of assts from
              Pro Glass Technologies, Inc to Mr. Aiello and from Mr. Aiello to
              Cal Alta. Include hereunder the dates of both transactions, the
              general types of assets and liabilities transferred and the dollar
              amount involved in each transaction. We may have further comment.

              See new disclosure.

     Description of Securities page 19

30.           Describe any provision in the charter or by-laws that would delay,
              defer or prevent a change in control of the small business issuer,
              including, but not necessarily limited to non-cumulative voting.

              See new disclosure.

     Part II
     Item 1 Market Price of Dividends on  the Registrant's Common Equities and
     Other Shareholder Matters page 19

31.           Expand the disclosure regarding the OTC market. Clarify whether
              you are referring to the NASD OTC Bulletin Board. If yes, explain
              that you can give no assurance that your application to the
              Bulletin Board will be successful.

              See new disclosure.

32.           Please reference on page 21 the ninth paragraph of this section,
              which paragraph begins, "In November 2003, 8,500,000 shares of
              common stock...." Please repeat the disclosure that International
              Sports Marketing Group, Inc., was formerly the company's name.
              Also, disclose the date of the name change.

              See new disclosure.

33.           On page 21 please update to the most recent date practicable, the
              tenth paragraph of this section which paragraph begins, "As of
              December 31, 2004..."

              See new disclosure.

34.           In view of the fact that the insiders have apparently held the
              8,500,000 shares of common stock since November 2003 they can sell
              the shares now subject to the limitation of Rule 144. Please
              delete the phrase "in the future" in the second sentence of the
              twelfth paragraph of this section. The paragraph begins "Of the
              8,250,000 restricted common shares 8,250,000 shares...."

              See new disclosure.

     Item 4 Recent Sales of Unregistered Securities page22

35.           Please include in this section disclosure regarding the shares
              issued by the company to the reverse merger on November 25, 2003.

              See new disclosure.

     Accountants and Attorneys page 23

36.           Please file as an exhibit the written consent of Bob Kinvig
              Chartered Accountants and Michael C. Dunkley, attorney, to have
              their names appear in the registration statement.

              Removed Bob Kinvig and from Michael Dunkley see the exhibits.

     Financial Statements
     Independent Accountant's Report

37.           We note that the Form 10SB does not include the independent
              accountants report. Please revise to file the audit report in the
              body of the registration statement and not as an exhibit.

              See new filing.

     General

38. Please note the updating requirements of Item 310(g) of Regulation SB.

              No answer necessary.

     Statement of Operations

39.           Disclose the nature and amount of major components of general and
              administrative expenses in a note or state them separately on the
              statement of operation for the periods presented. Update MD&A to
              discuss material changes in the major components of general and
              administrative expenses.

              See new financial statement.

     Note 1 Operations and Description of Business
     Organization

40.           You have not discussed in this disclosure that Pro Glass
              Technologies transferred the auto glass operations back to Cal
              Alta Auto Glass Ltd. Please revise the note to describe the nature
              of this transaction and the accounting treatment in the financial
              statements.

     See new disclosure.

41.           On page 21 of "Market Price and Dividends in....", you state the
              3.5 million shares were issued for the recapitalization of
              International Sports Marketing group Inc. However, in Note 1 to
              the financial statements and in "Description of Business", you
              state that Cal Alta Auto Glass Ltd. Transferred 8.5 million shares
              of authorized but unissued common stock. Please revise the
              disclosures to clarify that the 8.5 million shares were indeed
              issued or clarify the nature of the transaction.

     Note 2 Summary of Significant Accounting Policies
     Consolidation

42.           You state that the financial statements include the accounts of
              the company and its subsidiaries. We are only aware of the Cal
              Alta Auto Glass, Ltd., subsidiary. Please revise to discuss the
              Company's other subsidiaries or revise this disclosure (and that
              on page 5) to state that there is only one subsidiary.

              See new disclosure.

     Revenue Recognition

43. Revise to address how your revenue recognition policy meets each of the four
criteria described in SBA Topic 104.

              See new disclosure.

     Income Taxes

44. Revise to include all income tax disclosures as required by SFAS 109.

              See new disclosure.

     Earned Discounts Receivable and GST Payable

45.           Expand the footnotes to disclose the nature and accounting
              treatment of earned discounts receivable and to provide
              appropriate disclosures relating to GST payable.

              See new disclosure.

     Note 5 Operating Leases

46.           In "Item 3" you state that the Company has a "statutory office" in
              Las Vegas, Nevada. Please revise the notes to the financial
              statements to include the Company's financial commitment related
              to this lease, if