Jody M. Walker
Attorney At Law
7841 South Garfield Way
Tel: 303-850-7637 Centennial, CO 80122 Fax: 303-482-2731
February 2, 2009
Kevin Dougherty
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3561
RE: Community Alliance, Inc.
Amendment 1 to Registration Statement on Form 10
Filed November 26, 2008
File No. 0-53406
Dear Mr. Dougherty:
Pursuant to your comment letter dated December 31, 2008, please note
the following responses.
Item 1. Business
Spin-off from parent
1. We are considering your response to prior comment 1 of our letter
dated October 9, 2008. We may have further comments.
No response required.
2. We note that you state in the last sentence of the first paragraph
under this subheading that there is no assurance at this time that the
share exchange will be consummated, and therefore no assurance that the
spin-off will be consummated. We note similar disclosure on page 34.
Please revise this statement, and any other references throughout your
filing as necessary, in light of the fact that the share exchange
closed on November 1, 2008.
The disclosure has been revised for accuracy.
License agreement - 45 states
3. We are unable to locate the filed amendment to the license
agreement dated October 30, 2007 amending the performance terms for the
years 2006 and 2007 in exchange for a cash payment of $10,000. Please
file the amended agreement or advise.
The addendum is attached as an exhibit 10-5 to this filing.
Additionally, an additional addendum has been executed and
attached as an exhibit 10-6.
Sub-licenses for custom take-home school folders
Activity of present sub-licensees
4. We note your revised disclosure on page 8 in response to comment 6
of our letter dated October 9, 2008. In regard to the Arizona sub-
license agreement, please disclose the number of schools that your sub-
licensee has placed under contract.
The disclosure has been added as follows:
The Arizona sub-licensee purchased the Sub-license on November 5, 2005
and paid the full $10,000 upon the signing of the sub-license Agreement
While the Sub-license agreement gives us the right to cancel the
Agreement if the Sub-license does not have a minimum of fifteen schools
under contract in any given year, to day, the sub-license has placed a
total of seven schools under contract. Due to family obligations, the
sub-license has not yet reached the fifteen school mark, however, we do
not intend to cancel the Agreement during 2009.
Item 2 Financial information
Management's discussion and analysis of financial condition and results
of operations.
Capital and source of liquidity.
5. You disclose on page 24 in response to comment 18 of our letter
dated October 9, 2008 that if additional capital is needed to fund
short-term cash needs that cannot be provided from operations, your
president, Phillip E. Ray, is prepared to supply additional capital on
a loan basis. However, on page 26 you later disclose that if you are
unable to increase sales of sub-licenses to generate revenue or raise
additional capital from debt or equity financing, you may be forced to
curtail or cease operations. You further disclose that you have no
commitment from your officers, directors, or shareholders to fund
operations or provide any financing in the future. Please reconcile
these contradictory disclosures.
The disclosures have been reconciled.
Results of operations
6. We note your revisions in response to comment 19 of our letter
dated October 9, 2008. Please quantify the number of new licensing
agreements signed during the nine months ended August 31, 2008. In
addition, there appears to be $7,828 of the increased operating
expenses during this period from a year earlier whose contributing
factor or factors have not been identified nor quantified. You also
have used incorrect dates in describing various time periods under your
results of operations, such as your subheading "Year Ended November 30,
2007 Compared to Year Ended November 30, 2007." Please revise
accordingly.
The fact that no new sub-licenses have been sold since March 14,
2006 has been disclosure. The contributing factor relating to
increased operating expenses has been disclosed and the typo in
the heading has corrected.
Item 4. Security ownership of certain beneficial owners and management
7. In response to comment 20 of our letter dated October 9, 2008 with
respect to your existing security ownership, before completion of the
spin-off. However, the number of common shares outstanding used in
that calculation, 7,535,000, appears to be the number adjusted for
completion of the spin-off. You disclose on page 35 that after the
August 13, 2008 forward stock split you had 1,507,000 shares
outstanding. Please explain.
The disclosure has been reconciled for accuracy.
8. You respond to comment 21 of our letter dated October 9, 2008 by
disclosing on page 30 that Phillip E. Ray is the beneficial owner of
552,500 shares of Fresh Ideas common stock, through his direct
ownership of 2,500 shares; and through his position as sole officer and
director of American Business Services, Inc., which owns 250,000
shares; and as the majority shareholder an d sole officer and director
of VentureVest Capital Corporation, which owns 300,000 shares. You
also disclosed that A. Terry Ray is the beneficial owner of 552,000
shares directly and indirectly held by her spouse, Phillip E. Ray; and
that Ruth Daily is the beneficial owner of 632,500 common shares.
These numbers, however, appear to be inconsistent with the information
you provide in your response letter. Please explain and revise your
disclosure, if necessary.
The disclosure has been revised for accuracy.
Item 7. Certain relationships and related transactions and director
independence
9. Your response to comment 26 of our letter dated October 9, 2008 did
not include a discussion of the commissions to be paid to Ms. Daily
under various contracts. We note your disclosure in the first four
paragraphs on page 7 addressing her commissions, though it is unclear
whether she will receive multiple commissions based on her individual
sales and also on all total sales in that state. Please clarify.
The disclosure has been clarified.
Very truly yours,
/s/Jody M. Walker
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Jody M. Walker