Mail Stop 4561
February 10, 2006
James M. Jack
President
Cascade Coaching Corp.
500-666 Burrard Street
Vancouver, British Columbia V6C 3P6
Re: Cascade Coaching Corp.
Amendment No. 1 to Form SB-2
Filed on January 31, 2006
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.
General
1. We reissue comment 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).
Cover Page
2. Please revise to delete the last paragraph from the cover page
since the first sentence is clear from the table and the second
sentence is neither required by Item 501 of Regulation S-B nor key
to
an investment decision.
Summary
3. Please revise the summary to briefly describe the nature of the
consulting services that you intend to provide.
Plan of Distribution; Term of Offering, page 13
4. We note your response to comment 19. In the last paragraph on
page 14, you state that you intend to "distribute the prospectus
to
friends, relatives and business associates of James Jack." You go
on
to state that there "will not be any affiliates or associates of
Mr.
Jack purchasing shares in this offering." Please revise to note
why
you will distribute the prospectus to friends, relatives and
business
associates of James Jack if no affiliates or associates of Mr.
Jack
will be purchasing shares in this offering.
Plan of Operation, page 21
5. We reissue comment 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.
6. We note from page 22 that you do not believe clients will use
your
advisory services until your website is fully operational. Please
revise to disclose the amount you believe will be required to be
expended in order that your website will be fully operational.
7. We note from page 22 that you intend to charge a fee for your
marketing literature. Please revise to explain the nature of this
literature and the fee you intend to charge.
8. In light of the fact that you have not yet begun operations,
your
website is not operational and you as yet have no clients, please
revise to provide the basis for your projection that you will
generate revenue 120 to 180 days after beginning operations and
that
you will begin generating fees from your advisory services within
90
days from the initial launch of your marketing program. Refer to
Rule 10 of Regulation S-B.
Results of operations, page 23
From Inception on May 18, 2005 to June 30, 2005, page 23
9. You state that you have not initiated items 2, 3, 4, or 5.
Please
revise to describe items 2, 3, 4, and 5.
Part II
Signatures, page 42
10. We reissue comment 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.
Undertakings, page 45
11. Please update your undertakings in accordance with the
amendments
to Item 512 of Regulation S-B that became effective as of December
1,
2005.
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 understand
that we may have additional comments after reviewing your
amendment
and responses to our comments.
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)
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James M. Jack
Cascade Coaching Corp.
February 10, 2006
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