May 6, 2005
Mail Stop 0511
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
Filed March 29, 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.
Item 1. Description of Business, page 4
1. In the fourth paragraph of this section, you state that "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.
2. Please clarify "The Company" as used in the fourth and fifth
paragraphs hereunder.
3. If you are dependent on one or a few major customers or if you
receive referrals from one or a few major sources, please
disclose.
4. In the ninth paragraph of this section, which paragraph begins,
"The operating subsidiary ....", please identify the
"subsidiaries"
you reference.
Reports to Shareholders, page 5
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
will become effective automatically 60 days after your initial
filing
unless you withdraw the registration statement. Thus, the
registrant
will be subject to the reporting requirements on or about May 27,
2005.
Probable Governmental Regulations on the Business, page 6
6. Regulation S-B, Item 101(b)(8) states: "Need for any
government
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 government
approval process"; 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
requires
information about the regulation of your company. Please provide
the
required information.
Market, page 6
7. Disclose the basis for the numerous unsupported assertions in
this
section. Support your statements by citing reports or
publications.
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.
Marketing, page 7
8. Please clarify the last paragraph of this section.
Facilities, page 8
9. Define "statutory office" on page 8.
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.
11. In the first paragraph of this section please delete the last
phrase which states: "... and other risks detailed in the
Company`s
periodic report filings with the Securities and Exchange
Commission."
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 "Description of Business", you
state
that Cal Alta Auto Glass, Ltd. was incorporated on October 9,
1986.
Please revise to provide the correct incorporation date. Also,
revise this paragraph in its entirety to clarify the activities of
Cal Alta Auto Glass, Ltd. from inception to the time of divestment
to
the time of re-acquisition and the recapitalization with
International Sports Marketing Group, Inc.
13. Revise the overview to describe how you accounted for the
merger
and the effect of the merger on the financial statements.
Results of Operations
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 operations 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 you intended to
present the balances for net income/ (loss). Please revise the
table
to provide an account description that matches with the balances
presented.
15. You state, "[a]lso contributing to the increased income was a
$18,327 decrease in advertising costs". Revise to clarify whether
this sentence is referring to "net income."
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 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.
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% in 2003 to 54% in 2004.
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 dates. File the
loan
documents.
19. Please provide an explanation for the net changes in cash from
operating, investing and financing activities for the year ended
December 32, 2004, compared to the year ended December 31, 2003.
20. You state that the loans and accounts receivable are very
liquid.
Revise the disclosure to include the due date of the loans
receivable.
Critical Accounting Policies
21. We note you have not discussed the Company`s Critical
Accounting
Policies. Please address the existence of highly material
estimates
or assumptions and how these matters may affect the financial
statements. Please refer to the Commission`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.
Off-Balance Sheet Disclosures
22. Item 303 (c) of Regulation S-B requires a description of off-
balance sheet arrangements. Please revise to include this
disclosure, if material.
Item 4. Security Ownership of Certain Beneficial Owners and
Management, page 15
23. Update the information in this section to the latest
practicable
date.
Item 5. Directors, Executive Officers ..., page 16
24. State the nature of the business of FAA Enterprise Ltd. and
subsidiaries.
Item 6. Executive Compensation, page 17
25. Please complete the table. If none, so indicate.
Item 7. Certain Relationships and Related Transactions, page 18
26. The following statement is not at all understood: "As of
December
31, 2004, there have been no contracts or defined terms to any
promoters for stock, cash, or any other payment terms."
27. The dollar amounts of purchases from related parties during
the
past two years are required disclosure pursuant to Item 404(a) of
Regulation S-B.
28. The terms and amounts of the loans to related parties in Note
8
to the financial statements should be fully discussed under this
caption.
29. Item 404(d) would require discussion of the transfer of assets
from ProGlass Technologies 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.
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.
Part II
Item 1. Market Price of and 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.
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.
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...."
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 limitations 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 ...."
Item 4. Recent Sales of Unregistered Securities, page 22
35. Please include in this section disclosure regarding the shares
issued by the company in the reverse merger on November 25, 2003.
Accountants and Attorneys, page 23
36. Please file as an exhibit the written consent of Bob Kinvig,
Chartered Accountant, and Michael C. Dunkley, attorney, to have
their
names appear in the registration statement.
Financial Statements
Independent Accountant`s Report
37. We note that the Form 10-SB does not include the independent
accountant`s report. Please revise to file the audit report in
the
body of the registration statement and not as an exhibit.
General
38. Please note the updating requirements of Item 310(g) of
Regulation S-B.
Statement of Operations
39. Disclose the nature and amount of the major components of
general
and administrative expenses in a note or state them separately on
the
statement of operations for the periods presented. Update MD&A to
discuss material changes in the major components of general and
administrative expenses.
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.
41. On page 21 of "Market Price of and Dividends on...", you state
that 8.5 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 un-issued 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.
Revenue Recognition
43. Revise to address how your revenue recognition policy meets
each
of the four criteria described in SAB Topic 104.
Income Taxes
44. Revise to include all income tax disclosures as required by
SFAS
109.
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.
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 material.
Note 8 - Loan Receivable - Related Party Transaction
47. Revise this disclosure to state the nature of the Company`s
relationships with FAA Enterprises and Westcan Corporation.
Revise
the note to disclose if the loans are due on demand or if the
Company
is in process of determining specific repayment terms, as you
currently state that no repayment schedule has been determined.
Revise this disclosure to provide a description of the
transactions
that gave rise to the loan receivable.
Related Party Transactions
48. In "Description of Business", you state that you purchase all
of
your glass and supplies from a related party. Revise your notes
to
the financial statements to disclose these related party
transactions
in accordance with SFAS 57. Also, please revise to report the
amount
of all related party amounts separately on the face of the
financial
statements, including accounts payable, cost of sales, and other
amounts.
Investment in other companies
49. Tell us supplementally the nature of the investment in other
companies including but not limited to whether the companies are
related parties and your accounting treatment for the investments.
Contingencies
50. Please disclose the existence of any loss contingencies if
required by SFAS 5.
Exhibits
51. File as exhibits the September 10, 2002 Agreement and Plan of
Reorganization by and between Pro Glass Technologies, Inc. and
MicroSignal Corporation and the purchase agreement with Frank
Aiello.
52. File exhibit 21.
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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in response to
our comments on your filing.
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) 942-1946 with other
questions.
Sincerely,
John D. Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: By facsimile to Frank Aiello
at (403) 216-3479
Fank Aiello
Cal Alta Auto Glass, Inc.
May 6, 2005
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