Jody M. Walker
Attorney At Law
7841 South Garfield Way
Centennial, CO 80122
Telephone: 303-850-7637 Facsimile: 303-482-2731
October 19, 2009
H. Christopher Owings
Securities and Exchange Commission
Mail Stop 4561
100 F Street NE
Washington, D.C. 20549
Re: Dale Jarrett Racing Adventure, Inc.
Form 10-K for fiscal year ended December 31,
2008 filed March 30, 2009
Form 10-Qs for the periods ended June 30, 2009 and March 31, 2009
Filed August 13, 2009 and May 11, 2009, respectively
File Number 000-27251
Dear Mr. Owings:
In response to your letter dated September 29, 2009, please note the
following:
Form 10-K for the fiscal year ended December 31, 2008
Item 1. Business
1. On page five, you state "parts are nominal due to the lack of any
sustained stress on the cars, approximately $10,000 per month per
site." We interpret "nominal" to mean a small portion of your costs.
If there was only one site, we understand that parts cost would be
$120,000 per year, which is approximately 10% of your cost of sales and
services. Please revise or advise.
The disclosure has been revised as follows:
Parts are approximately 10% of cost of sales and services due to
the lack of any sustained stress on the cars, approximately
$10,000 per month per site. .
Item 5. The Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities, page 8
2. Please reconcile your statement on page 8 that "[n]o securities are
authorized for issuance by the registrant under equity compensation
plans" with the information on page 38 regarding outstanding equity
awards.
The disclosure has been reconciled.
3. On your website, you indicate that your CEO purchased 250,000
shares of your stock "in the last few months." As applicable, please
include that information in this section, or tell us why it does not
need to be included.
The following disclosure has been added.
During the second and third quarters of 2009, Timothy Shannon, an
officer and director of the registrant purchased 250,000 common
shares for cash aggregating $10,000.
Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 9
Results of Operations, page 11
4. Where you identify intermediate causes of changes in your
operating results, please describe the reasons underlying such causes.
For example, you should explain why your cost of sales differed from
period to period. Please indicate the specific reason(s) for the cost
increases of $958,283 for fiscal year December 31, 2007 o $1,208,521
for fiscal year December 31, 2008. See Item 303(a) of Regulation S-K
and SEC Release No. 33-8350.
The following disclosure has been added.
Comparatively, for the year ended December 31, 2007, the
registrant had sales of $2,738,352 with cost of sales of $958,283
for a gross profit of $1,780,069. The increase in cost of sales
resulted from the fact that the registrant ran 66.5 event days in
2008 compared to 50 event days in 2007.
Plan of Operation, page 11
5. Please reconcile the statement that "the registrant is not
currently pursuing financing for its operations" on page 12 with the
statement on page 29 that "the Company is pursuing financing for its
operations and seeking additional private investments."
No changes have been made. Footnote 2 to the audited financials
was correct as of March 20, 2009 when the audit was completed.
As of the date of the Form 10-K, the registrant is not pursuing
financing.
Item 11. Executive Compensation, page 37
Summary Compensation Table, page 37
6. We note the amounts you have disclosed in the All Other
Compensation column and your indication that these amounts represent
salary amounts accrued in prior years but not paid until the year
reported. It does not appear appropriate for you to allocate these
amounts in this manner. Please include amounts accrued for salary in
the "Salary" column of the table in the year earned, with appropriate
footnote disclosure if payment has been deferred.
The table has been revised.
Option Awards, page 38
7. We note your indication in the Securities Ownership of Certain
Beneficial Owners table that Mr. Glenn Jarrett holds 1,000,000 options
to purchase common stock. Please include these options in this table
or tell us why you believe this is unnecessary.
These options have been included.
Item 13. Certain Relationships and Related Transactions, and Director
Independence, page 41.
8. Please identify the individuals referred to in this section. See
Item 404(a)(1) of Regulation S-K.
The identity of the individuals has been added.
Exhibits
9. Please amend the filing to include your independent auditor's
consent. See Item 601(b)(23) of Regulation S-K and Rule 436.
The registrant is of the opinion that Rule 436 does not apply in
this case as Rule 436 appears to apply only to a registration
statement or prospectus.
Additionally, 601(b)23ii only requires the filing of a written
consent when material is incorporated by reference.
As a result, the independent auditor's consent has not been filed
with this amendment.
Exhibit 31
10. The certifications must correspond exactly to those set forth in
Item 601(b)(31) or Regulation S-K. In this regard, in paragraph 2, you
added the word "annual." In paragraphs 4 and 5(b) you refer to
"controls" instead of "control." In paragraph 4(d) you deleted the
work "the" in the phrase "in the case of an annual report. . . "
Please revise the certification.
The certifications have been revised.
Signatures
11. Your Form 10-K is not signed as provided in the Form. Please
clarify who signed as controller or principal accounting officer. See
Form 10-K and General Instruction D(2)(a).
The signature page has been revised to clarify who signed as
controller or principal accounting officer.
Form 10-Q for the Periods Ended June 30, 2009 and March 31, 2009
Exhibits
Exhibits 31
12. The certifications must correspond exactly to those set forth in
Item 601(b)(31) of Regulation S-K. You appear to be using an outdated
version of the certification. For example, you have deleted or changed
some or all of the language in paragraphs 4(a)-(d). In paragraphs 4
and 5(b), you refer to "controls" instead of "control." Please refile
the complete Form 10-Qs, along with new certifications.
The certifications have been revised and filed as exhibits along
with the complete Form 10-Qs.
Very truly yours,
/s/Jody M. Walker
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Jody M. Walker