May 19, 2006
Mail Stop 3561
via U.S. mail and facsimile
Frank Aiello
#8 3927 Edmonton Trail N.E.
Calgary,
Alberta, CANADA T2E6T1
Re: Cal Alta Auto Glass, Inc.
Registration Statement on Form 10-SB, Amendment 6, filed
April
10, 2006
Forms 10-KSB for the year ended 12-31-05 filed April 10,
2006
10-QSB for the period ended 3-31-06 filed May 16, 2006
File No. 0-51227
Dear Mr. Aiello:
We have the following comments on your filings. Where indicated,
we
think you should revise your documents 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.
Form 10-SB
Notes to the Consolidated Financial Statements As of December 31,
2004
Note 10. Related Party Transaction, page 47
1. We note your response to our previous comment 2. Please
provide
us with the underlying basis for the conclusions communicated in
your
response. Please fully describe the total equity investment of
FAA
and Westcan, as defined in paragraph 5 of FIN 46R. Explain why
you
believe the total equity investment at risk is sufficient to
permit
each entity to finance its activities without additional
subordinated
financial support, as discussed in paragraphs 5, 9 and 10 of FIN
46R.
For each company, discuss each of the characteristics of a
controlling financial interest in paragraphs 5(b)(1) - (3).
Discuss
the voting rights and other terms and conditions of equity
agreements, the entities` governing documents or other agreements
and
explain the impact of key provisions on your analysis of whether
the
holders of the equity investment at risk lack any of the
characteristics of a controlling financial interest.
Form 10-KSB for the Fiscal Year Ended December 31, 2005
Liquidity and Capital Resources, page 11
2. Indicate the terms of the "overdraft protection"; i.e.,
interest
rates, personal guarantees, documentation, etc. The documentation
should be filed as an exhibit.
Item 8A. Controls and Procedures, page 32
3. Please comply with Regulation S-B, Item 308(a)(1), (2) and (3),
(a)(4), (b) and (c). Please note the references in Item 308 to
the
Exchange Act, Rule 13a-5(c), (d) and (f). Also, please note that
your statement that "[t]here have been no significant changes in
our
internal controls" is not sufficiently specific. See Item 308(c).
4. Please reference the third sentence of this section: "Based
upon
that evaluation, the Chief Executive Officer has concluded that
the
disclosure controls and procedures effectively alert management to
material information related to the Company in a manner which
allows
timely decisions regarding required disclosures of such
information."
Please revise the sentence to clarify, if true, that your officers
concluded that your disclosure controls and procedures are
effective
to ensure that information required to be disclosed in the reports
that you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act, Rule 13a-15(e).
5. We note the fourth sentence of this section: "In the design
and
evaluation of our disclosure controls and procedures, management
has
recognized that risks of misstatements due to error, failures in
compliance, or changes in conditions are inherent in any cost-
effective control system. Thus, management can provide only
reasonable assurance that its controls and procedures will achieve
their stated goals under all potential future conditions." Please
revise to state clearly, if true, that your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives and that your principal executive officer and
principal financial officer concluded that your disclosure
controls
and procedures are effective at that reasonable assurance level.
In
the alternative, remove the reference to the level of assurance of
your disclosure controls and procedures. Please refer to Section
II.F.4 of Management`s Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.
Certain Relationships and Related Transactions, page 36
6. Clarify how long FAA Enterprises has been indebted to the Cal
Alta
and the original amount of the loan. Indicate the interest rate
on
the $21,813 balance.
7. The reference to "the receivable to FAA Enterprises" is
incorrect.
Signatures
8. Please revise the signature page of the Form 10-KSB to provide
a
signature by the "principal executive officer," the "principal
financial officer," the "controller" or "principal accounting
officer." Indicate the capacity in which each person signs the
report.
10-QSB for the Quarter Ended March 31, 2006
Item 3. Controls and Procedures
9. Please comply with Item 307 of Regulation S-B, including the
conclusions of your principal executive and principal financial
officers, or persons performing similar function, regarding the
effectiveness, not of the "design and operation of your disclosure
controls and procedures (our emphasis)," but the effectiveness of
your disclosure controls and procedures. See Rule 13a-15(e) of
the
Exchange Act for a definition of disclosure controls and
procedures.
10. Please comply fully with Item 308(c) of Regulation S-B.
Signatures
11. Please revise the signature page of the Form 10-QSB to provide
a
signature by the "principal executive officer," the "principal
financial officer," and the "controller" or "principal accounting
officer." Indicate the capacity in which each person signs the
report.
Closing Comments
Please amend the above filings in response to these comments.
Provide us with marked copies of the amendments 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
Frank Aiello, President
Cal Alta Auto Glass, Inc.
May 19, 2006
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