Mail Stop 4561
November 15, 2005
James M. Jack
President
Cascade Coaching Corp.
500-666 Burrard Street
Vancouver, British Columbia V6C 3P6
Re: Cascade Coaching Corp.
Form SB-2
Filed on October 17, 2005
File No. 333-128962
Dear Mr. Jack:
We have reviewed your filing and have the following
comments.
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 continue to monitor the updating requirements of Item
301(g) of Regulation S-B.
2. Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock and that is "a development
stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity." In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize . . . offerings for
attempts to create the appearance that the registrant . . . has a
specific business plan, in an effort to avoid the application of
Rule
419." Refer to Securities Act Release No. 6932 (April 13, 1992).
Please advise us why you do not believe you are a blank check
company. Alternatively, revise the registration statement to
disclose that you are a blank check company and that any offerings
of
your securities would need to comply with Rule 419.
3. To the extent you are a blank check company, please revise the
document to clearly state that holders of your common stock may
not
rely on Rule 144 and must register any resale of your common stock
under the Securities Act of 1933.
4. We note that you will be offering your securities for a period
of
180 days from the effective date and may extend the offering for
an
additional 90 days if you so choose. As a result, please add a
Rule
415 box to the cover page of your registration statement noting
that
the securities being registered on your Form SB-2 are being
offered
on a continuous basis. Refer to the Division of Corporation
Finance
Manual of Publicly Available Telephone Interpretations, Section D,
paragraph 36.
5. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to our
review.
6. Please begin numbering the pages of the document at page one of
the prospectus (i.e. the page you currently list as page 5 should
be
numbered page 1).
7. The basis for comparative factual assertions and for
management`s
belief in qualitative statements must be clear from the text of
the
registration statement or provided to us. Revise the disclosure
throughout the document to disclose the measurements you are using
to
support your statements, or advise us as necessary. In providing
support, clearly mark the location of the information you believe
is
supportive of the statement referenced. We note, for example, and
without limitation:
* "we believe that we will raise sufficient capital to begin our
operations." (page 20)
* "we also believe that we should begin to see results from our
marketing campaign within 30 days from its initiation, or 90 days
from setting up our office." (page 22)
Please revise or advise as appropriate.
8. We note on page F-4, that you sold 5,000,000 of your common
shares
to your founder at below par value. Please advise us if you were
in
compliance with the Nevada state securities laws in selling your
common shares below their par value.
9. We note on page F-2 that your common stock is listed at a par
value of .001. On pages 5 and 27, you state that the par value of
your common stock is .00001. Please reconcile these disclosures.
Facing Page
10. We note that you have calculated the registration fee based on
Rule 457(c). In light of the fact that there is no market for your
shares this reliance appears to be inappropriate. Please revise
or
advise.
Prospectus Cover Page
11. Please retain the disclosure of the consequences of not
escrowing
funds but delete the cross-reference to Risk Factor 10. In this
connection, please revise to complete the penultimate sentence in
the
second paragraph. Further, if this sentence duplicates the
sentence
in the third paragraph please revise to eliminate the redundancy.
12. Please revise the table to present clarify that the expenses
are
offering expenses as distinct from underwriting discounts and
commissions.
13. Please revise to include a description of the underwriting
arrangements for the offering, that is, that this is a best-
efforts
direct participation offering. Also, we note on page 14 that Mr.
Jack will receive no compensation in connection with his
participation in the offering of your securities. Please revise
to
reflect that Mr. Jack will be participating in the offering of
your
shares for no compensation.
Prospectus Summary
14. Please revise to disclose the percentage of voting shares that
Mr. Jack will own after the offering and, that as a result he will
be
able to control the election of directors and other material
matters,
such as mergers and sales, subject to a shareholder vote.
Risk Factors, page 6
15. Please add a risk factor addressing the risk of losing the
services and financial support of your president Mr. Jack.
We are solely dependent upon the funds to be raised in this
offering
to start our business, the proceeds of which may be insufficient
to
achieve revenues. If we need additional funds and can`t raise them
we
will have to terminate our operations, page 7
16. Please revise to disclose what you mean by your statement that
you "have not started [your] business." For example, if you are
referring to your operations please revise to note this fact.
Because our sole officer and director who is also our sole
promoter,
will own 83.33% of the total outstanding common stock..., page 9
17. You state that "[e]ven if you sell all 2,000,000 shares of
common
stock in this offering, James M. Jack will own 83.33% of the total
outstanding common stock if the minimum amount of the offering is
sold and 71.43% of the total outstanding common stock if the
maximum
amount of the offering is sold." Please revise to note how Mr.
Jack
will own 83.33% of the total outstanding shares if you sell
2,000,000
shares of common stock in this offering.
Use of Proceeds, page 10
18. You state that "[u]pon the completion of this offering, we
intend
to immediately initiate the development of our website
`www.cascadecoaching.com.`" We note there is a message posted on
www.cascadecoaching.com stating that "[i]f you are the current
registrant for this domain name and wish to continue the
registration
on the domain, you must immediately renew the domain to ensure the
name is not deleted from your account." Please advise us as to
the
status of the domain name.
Plan of Distribution; Term of Offering, page 13
19. Please expand your disclosure regarding your plan of
distribution
to describe how you intend to offer your common stock. In
addition,
please provide us with an analysis of the procedures you intend to
employ in offering your stock through various media and through
investment meetings.
In your discussion of your procedures, tell us how your procedures
ensure that the distribution complies with Section 5 of the
Securities Act. In particular:
- the communications used;
- the availability of the preliminary prospectus;
- the funding of an account and payment of the purchase
price.
Business, page 17
Our Strategy, page 17
20. You state that you will provide consulting services to
corporate
executives that focuses on issues such as: skills assessment;
clarifying goals and identifying targets; adapting to a specific
corporate culture; effectively communicating with employees;
reducing
and eliminating personality conflict within the organization; and
time management. Please revise to note whether Mr. Jack or
someone
else will provide these consulting services and note their
experience
in providing these specific consulting services.
Competition, page 18
21. Please discuss your intended principal methods of competition.
See Item 101 of Regulation S-B.
Management`s Discussion and Analysis of Financial Condition or
Plan
of Operation, page 20
22. You state that you have received a going concern opinion
because
you "have not generated any revenues." We note on page F-1 that
Malone & Bailey, PC stated it had substantial doubt about your
ability to continue as a going because you have suffered initial
losses, have no operations, and have a working capital deficiency.
Please revise this section to note all the reasons stated by your
auditors for issuing a going concern opinion.
23. You state that the difference between raising the minimum and
maximum amounts in this offering relates "to the website
development;
marketing and advertising; equipment and office furniture; hiring
one
employee; and, attending conferences." Please revise to note in
more
detail the specific differences in how you will operate your
business
based on whether you raise the minimum or maximum amounts in this
offering.
Plan of Operation, page 21
24. We note your statement that you believe that once your website
is
fully operational you will be able to provide a wide selection of
advisory services that you can offer. Please revise to explain
the
import of this statement. In this connection, we note from page
10
that you expect it will take three months to create a "workable"
website and that if you raise the minimum you will spend $5,000 on
website development and if you raise the maximum you will spend
$7,500 on website development. Please revise to explain whether
if
you only raise the minimum your website will be fully operational.
Further, please revise to disclose how you will provide services
via
your website
25. In the penultimate paragraph of this section, you state that
if
you "are unable to negotiate suitable terms with service providers
to
enable us to represent their companies, or if we are unable to
attract clients to use our advisory services, we may have to
suspend
or cease operations." Please revise to note the type of service
providers you will represent and revise to describe the
representation you will be providing the service providers.
Results of operations, page 23
From Inception on May 18, 2005 to June 30, 2005, page 23
26. You state on page 22, that "within 90 days from the initial
launch of our marketing program, we believe that we will begin
generating fees from our advisory services." In this section you
state that you "expect to begin operations 100 days after we
complete
this offering." Please reconcile these two statements. Also,
please
define the term "operations."
Liquidity and capital resources, page 23
27. In the second full paragraph, you state that your "sole
officer
and director is willing to commit to loan us money for our
operations
until this offering has been completed or until the offering
period
has expired." Please revise to note the terms of Mr. Jack`s
commitment to loan you money and to disclose whether you have a
written or oral agreement regarding the commitment. If you have a
written agreement, please file it as an Exhibit.
Conflicts of Interest, page 25
28. Please revise to clarify how the other businesses in which Mr.
Jack is involved are not competitors of yours. For instance,
Repertoire Catering and Consulting appears to engage in a business
similar to that in which you intend to engage.
Future sales by existing stockholders, page 27
29. Please revise to note the exact date your common shares will
begin to become available to be sold to the public under Rule 144
and
the amount of those shares.
Description of Securities, page 27
30. Please identify your common stock as "penny stock."
Certain Transactions, page 28
31. Please revise the heading "Certain Transactions" to read
"Certain Relationships and Related Transactions."
Part II
Signatures, page 42
32. Pursuant to the requirements of the Securities Act of 1933,
please include the signature of your president and principal
officer
in his official capacity and note the date the document was
signed.
Refer to the requirements of Form SB-2.
Exhibit 5.1- Legal Opinion
33. We note that your legal opinion is addressed to us. Please
have
counsel revise the opinion to address it to you.
34. In the first full paragraph of the legal opinion, it states
that
you are "a duly and legally organized and exiting Nevada state
corporation." Please have counsel revise the opinion to note that
you are an existing Nevada state corporation, not an exiting
Nevada
state corporation.
35. In the second full paragraph of the legal opinion, it states
that
the shares will be "duly authorized, fully paid for and non-
assessable." Please have counsel revise the opinion to state that
the shares will be legally issued.
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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, when the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Wilson Lee, Accountant, at (202) 551-3468 or
Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3495 with any other
questions.
Sincerely,
Elaine Wolff
Legal Branch Chief
cc: Conrad C. Lysiak, Esq. (via facsimile)
??
??
??
??
James M. Jack
Cascade Coaching Corp.
November 15, 2005
Page 1