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
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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