May 3, 2007
Mail Stop 4561
David Gallagher
Political Calls, Inc.
1015 S. Cimarron
Las Vegas, NV 89145
Re: Political Calls, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed April 27, 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.
Revenues, page 19
1. We note you response to comment three. Please disclose that
Mr.
Gallagher was one of your customers and the amount of revenues
derived from him.
Financial Statements
2. Please monitor the need to update your financial statements and
relevant disclosures within your filing under the guidance of Rule
3-
10g of Regulation S-B.
Report of Independent Registered Public Accounting Firm, page F-1
3. Please remove the opinion dated February 21, 2007 from your
financial statements in an amended filing as this opinion is no
longer applicable to the financial statements included within your
filing.
Statement of Operations, page F-4
4. We note your disclosure of diluted loss per share which appears
to
have an antidilutive effect on loss per share. Paragraph 13 of
SFAS
128 indicates that diluted earnings per share shall not assume
conversion of securities that would have an antidilutive effect on
earnings per share. Please give consideration to the guidance in
paragraphs 11 through 13 of SFAS 128 and restate your statement of
operations and revise your disclosure in Note 8 to the financial
statements in an amended filing.
Revenue Recognition, page F-9
5. We note your response to prior comment 7 and your revised
disclosure. Your previous disclosure addressed phone campaign
costs
and appeared to indicate that you have a policy of deferring such
costs until the completion of the phone campaign. Since your
revised
disclosure does not appear to address phone campaign costs, please
confirm that your policy is to expense such costs as incurred or
otherwise provide your policy and your basis in GAAP for such
policy
to us.
* * *
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.
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 Robert Telewicz, Senior Accountant, at 202-551-3438 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.
May 3, 2007
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