March 20, 2007
Mail Stop 4561
David Gallagher
Political Calls, Inc.
1015 S. Cimarron
Las Vegas, NV 89145
Re: Political Calls, Inc.
Registration Statement on Form SB-2
Filed February 21, 2007
Registration No. 333-140823
Dear Mr. Gallagher:
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
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. Refer to footnote two on the cover page of the registration
statement. Rule 457(f) of the Securities Act is not applicable to
this offering as securities are not being offered in exchange for
other securities. Please revise to state that $0.02 is a bona
fide
estimate of the offering price in accordance with Rule 457(a).
Prospectus Cover Page
2. Please disclose that until your common stock is quoted on the
OTC-
BB, the offering will be made at $0.02.
Risk Factors, page 7
3. Please disclose the risk to your business of federal and state
regulatory proposals to ban or restrict political calls, or to add
political calls to "do not call" registries.
Since our officer works or consults..., page 8
4. Please clarify your disclosure relating to Mr. Gallagher`s
responsibilities in "offering and selling the shares through this
prospectus." Please specify how Mr. Gallagher is participating in
this offering.
5. Please disclose the public company for which Mr. Gallagher
previously acted as principal accounting officer or chief
financial
officer and specify his title and the date of his resignation.
Our principal stockholders..., page 10
6. Please fill in the current share ownership of your director and
your seven largest shareholders. It appears to have been
inadvertently omitted from the first sentence.
Business Strategy, page 16
7. We note your call contract costs. Please disclose whether you
require any minimum amounts of calls in your contracts.
8. Please disclose how your revenues for the most recent fiscal
year
were generated, including the number of customers and contracts
and
whether such customers were affiliates.
Revenues, page 19
9. Please provide additional detail regarding how your revenues
were
generated.
Liquidity and Capital Resources, page 20
10. We note your disclosure that Political Calls, Inc. will
require
additional capital up to approximately $100,000. Please revise
your
disclosure in an amended filing to address whether or not
Political
Calls, Inc. is expected to need the additional capital in order to
satisfy its cash requirements for the next twelve months.
11. Please disclose the consideration paid by investors for the
preferred stock.
Security Ownership of Certain Beneficial Owners and Management,
page
25
12. Please advise us why you have not disclosed persons that
beneficially hold 5% of your common stock through their ownership
of
immediately convertible preferred stock.
Selling Shareholders, page 27
13. Please advise us whether Bolsa, S.A. is a broker-dealer.
Please
disclose whether or not any selling shareholders are affiliates of
broker-dealers.
14. In a number of instances you disclose in the final column that
selling stockholders will continue to own a percentage of your
shares
following the offering, even though the prior column indicates
they
will not own any shares. Please advise or revise.
Preferred Convertible Securities, page 35
15. Explain to us how you considered the guidance in EITF 98-5 and
00-27 in determining the appropriate accounting for your preferred
stock issuance. Based on the issuances of common stock on April
24,
2006 and December 31, 2006, it appears that the preferred stock
was
issued with a beneficial conversion feature.
Rule 144 Shares, page 35
16. We note your disclosure that 1% of your shares are 1,542,310
shares as of the date of this prospectus. The 1% calculation in
Rule
144 should only include outstanding shares, not fully diluted
shares.
Please revise the calculation.
Interests of Named Experts and Counsel, page 37
17. Please revise to identify David Gallagher as a promoter of the
company.
Financial Statements
Note 6. Revenue And Expenses, page F-9
18. Please disclose your revenue recognition policies or explain
to
us why no such disclosure is necessary.
Part II
Recent Sales of Unregistered Securities
19. Please disclose the consideration paid for the preferred. In
addition, please disclose the exemption from the registration
requirements of the Securities Act relied upon for the
transaction.
Undertakings
20. Please advise us how you intend to rely on Rule 430A. We note
you have included the Rule 430A undertaking.
21. Please include the undertaking provided in Item 512(g)(2) of
Regulation S-B.
Legal Opinion
22. Please direct counsel to revise its opinion to reflect that
the
company has already issued and sold a portion of the registered
common shares and the convertible preferred overlying the
remainder
of the registered common shares.
Exhibit 23.1
23. We note that the consent indicates that the auditors` report
was
dated as of January 31, 2007. We also note that the auditors`
report
on page F-1 is dated February 21, 2007. Please correct this
inconsistency in your amended filing.
* * *
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 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 filings 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.
Notwithstanding our comments, in the event 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 Howard Efron, Staff Accountant at 202-551-
3439
or Kevin Woody, Accounting Branch Chief, at 202-551-3629 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Michael McTiernan at 202-551-3852 or me
at
202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Thomas Cook, Esq. (via facsimile)
David Gallagher
Political Calls, Inc.
March 20, 2007
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