June 30, 2005
Mail Stop 3561
via U.S. mail and facsimile
Frank Aiello, President
Cal Alta Auto Glass, Inc.
#8 3927 Edmonton Trail N.E.
Calgary, Alberta, CANADA T2E6T1
Re: Cal Alta Auto Glass, Inc.
Amendment 1 of Form 10-SB
Filed May 18, 2005
File No. 0-51227
Dear Mr. Aiello:
We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments. If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please note the updating requirements of Item 310(g) of
Regulation
S-B.
Registration Statement Facing Page
2. Please correct the Commission registration number on all future
amendments to this registration statement.
Documents Incorporated by Reference, page 2
3. You have indicated that you have not incorporated any documents
by
reference; however, it appears that is incorrect and you need to
revise it. Please note that we have reviewed your response to our
prior comment 51. State, in the description for Exhibit 2.1 in
the
Index to Exhibits, that you are incorporating the exhibit by
reference. In addition, provide the title of the filed document
in
which the exhibit is found, the date the document was filed, and
the
exhibit number in the other filing. We find no documents filed by
NanoSignal Corp on September 24, 2004. We may have further
comment
when we have reviewed the exhibit.
Item 1. Description of Business, page 4
4. Revise to clarify the meaning of the sentence that states that
Mr.
Aiello "put the assets and liabilities of the auto glass
operations
in Cal Alta Auto Glass, Ltd." Since this disclosure is also
included
in note 10 to the financial statements, please revise the
disclosure
in this location as well.
5. Reconcile the references to Pro Glass Industries and Pro Glass
Technologies.
6. Specify the "Company" in the first sentence of the fourth
paragraph.
7. Give the full corporate name of the companies referred to in
the
fourth full paragraph on page 5.
8. We repeat our prior comment 4 which states: "In the ninth
paragraph of this section, which paragraph begins, "The operating
subsidiary ...," please identify the "subsidiaries (plural)."
Reports to Shareholders, page 6
9. As we stated in our prior comment 5, please reference your
statement which begins: `If the Securities and Exchange
Commission
declares this registration statement effective, we will ....`
Please
note that the registration statement became effective
automatically
60 days after your initial filing. Thus, the registrant became
subject to the reporting requirements on or about May 27, 2005.
Management`s Discussion and Analysis, page 8
10. With respect to our previous comment 17, we reiterate our
request
for you to disclose the reason for the increase in gross profit
percentage from 43% in 2003 to 52% in 2004.
Liquidity and Capital Resources, page 13
11. At the end of the last paragraph of this section, you state
that
the Company "used cash in financing activities" and the Company
"used
$37,581 compared to $110,093". Revise to clarify the meaning of
these disclosures. For example, in lieu of your current
disclosure
you may want to disclose that the Company issued $37,581 in notes
to
related parties in 2004 whereas in 2003 the Company issued
$110,093
in notes to related parties, if appropriate.
Certain Relationships and Related Transactions, page 18
12. The reference to "no interest. . .has been determined for the
receivable or payable" on page 20 should be revised to state, if
true
that "the interest rates are zero" or "the obligations are without
interest". If the rates may be determined at a later date, please
so
state and approximate the rates.
Part II
Item 4. Recent Sales of Unregistered Securities, page 23
13. Please disclose the section of the Securities Act or the rule
of
the Commission under which the small business issuer claimed
exemption from registration and the facts relied upon to make the
exemption available.
Off Balance Sheet Disclosures
14. With respect to our previous comment 22, you state in your
supplemental response that our comment is "not applicable". Per
Item
303 (c) of Regulation S-B, a Company is required to include a
description of off balance sheet arrangements. Revise to include
this disclosure if the off balance sheet arrangements are
material.
Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition
15. With respect to our previous comment 42, we note the revisions
made to your revenue recognition policy footnote. Continue to
revise
your disclosure by explaining how the four criteria described in
SAB
Topic 104 apply to your specific company and their revenue
generating
activities.
Note 5 - Operating Leases
16. We re-issue our previous comment 46 since we did not note any
revisions to the notes to the financial statements with respect to
our previous comment.
Note 8 - Income Taxes
17. Revise to include the net change during the year in the total
valuation allowance in accordance with paragraph 43 of SFAS 109.
Note 10 - Related Party Transactions
18. We note your revisions with respect to our previous comment
47.
Please revise to clarify the meaning of the third and fourth
sentences of the third paragraph on page 39. Also, in the second
sentence of this paragraph, you state that the payable is due to
FAA
Enterprises instead of stating the amounts are due from FAA
Enterprises. Revise this sentence accordingly as well.
19. In the financial statements filed with the Form 10-SB, the
loans
receivable balance as of December 31, 2004 was $389,978. In the
revised Form 10-SB, this balance is reported as equal to $233,935.
(We note that the reclassification offset is to accounts payable).
Revise to describe the nature of the restatements made in the
amended
financial statements. Disclose on the face of the financial
statements that they have been restated. The auditor should refer
to
the restatement in its report as indicated by AU Section 561.06a.
Please direct your independent accountant to revise its report to
reference the restatement made to the audited 2004 financial
statements.
Contingencies
20. With respect to our previous comment 50, you state in your
supplemental response that our comment is "not applicable". If
the
Company does not have any contingencies, revise the balance sheet
to
include a line item for such account with a zero balance or
provide a
disclosure stating the fact that the Company does not have any
kind
of contingencies. If the Company does have contingencies, revise
the
financial statements to include these. Refer to SFAS 5.
Signatures
21. We note the May 18, 2005 filing, which is the subject of this
letter, was signed on March 22, 2005, prior to your March 29, 2005
initial filing with signatures of the same date. Please file
subsequent amendments to this registration statement with current
signatures.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact Babette Cooper at (202) 551- 3396 if you have
questions regarding the financial statements and related matters.
Please contact Susann Reilly at
(202) 551-3236 with other questions.
Sincerely,
John D. Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: By facsimile to Frank Aiello
At (403) 216-3479
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Frank Aiello, President
Cal Alta Auto Glass, Inc.
June 30, 2005
Page 5