SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): December 22,
2008
CAL ALTA AUTO GLASS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-51227 88-0448809
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
#8, 3927 Edmonton Trail, N.E., Calgary, Alberta T2E 6T1
(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (403) 291-
7020
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)).
As used herein, the terms, "we," "us," "our," and the "Company"
refers to Cal Alta Auto Glass, Inc., a Nevada corporation and its
subsidiaries, unless otherwise stated.
EXPLANATORY NOTE
This Form 8-K is being to confirm and further clarify that as
referenced in the Securities Purchase Agreement that we filed on
January 12, 2009, on December 22, 2008 we amended our Articles of
Incorporation to increase our authorized Common Stock and
authorize Preferred Stock, as set forth below.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION
A majority of our Common Stockholders of our outstanding
Common Stock approved an amendment to the Articles of
Incorporation to amend Article V of our Articles of Incorporation
to increase our authorized Common Stock to 250,000,000 shares
(par value $0.001) and to authorize 10,000,000 shares of
Preferred Stock.
The Amendment provides that the Preferred Stock may be
issued in one or more series with such with the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, and qualifications and rights thereof
as our Board of Directors may determine. As a result of this
Amendment, our Board of Directors may, without obtaining the
approval of our Common Stockholders, designate one or more series
of Preferred Stock with such rights and privileges as the Board of
Directors may determine.
The Amendment follows similar prior action of our Board of
Directors approving the same amendment to our Articles of
Incorporation. We filed the Amendment to the Articles of
Incorporation with the Nevada Secretary of State.
ITEM 7.01 REGULATION FD DISCLOSURE
As stated above, we amended our Articles of Incorporation to
amend Article V of our Articles of Incorporation to increase our
authorized Common Stock to 250,000,000 shares (par value $0.001)
and to authorize 10,000,000 shares of Preferred Stock.
The Amendment provides that the Preferred Stock may be
issued in one or more series with such with the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, and qualifications and rights thereof
as our Board of Directors may determine. As a result of this
Amendment, our Board of Directors may, without obtaining the
approval of our Common Stockholders, designate one or more series
of Preferred Stock with such rights and privileges as the Board of
Directors may determine.
The Amendment follows similar prior action of our Board of
Directors approving the same amendment to our Articles of
Incorporation. We filed the Amendment to the Articles of
Incorporation with the Nevada Secretary of State.
We are a small company with limited opportunities, limited
managerial and financial resources, and a limited trading market
for our Common Stock.
ITEM 7.01 REGULATION FD DISCLOSURE
As stated above, we have entered into the Acquisition
Agreement effective December 30, 2008 and the Divestiture
Agreement effective December 31, 2008.
Our management believes that these transactions will better
serve the long-term interests of our Company but there can be no
assurance that either of these transactions will prove to be
successful or that our Company and our stockholders will gain any
immediate or long-term benefit.
We are a small company with limited opportunities, limited
managerial and financial resources, and a limited trading market
for our Common Stock.
(A) Factors That May Affect Future Results
In General. The purchase of shares of the Company's common
stock is very speculative and involves a very high degree of
risk. As a small company, our business organization and structure
all involve elements of risk. In many instances, these risks arise
from factors over which we will have little or no control. Some
adverse events may be more likely than others and the consequence
of some adverse events may be greater than others. No attempt has
been made to rank risks in the order of their likelihood or
potential harm.
1) The market price of our common stock may fluctuate
significantly.
The market price of our common shares may fluctuate
significantly in response to factors, many of which are beyond
our control, such as:
* the announcement of new technologies by us or our
competitors;
* quarterly variations in our and our competitors'
results of operations;
* changes in earnings estimates or recommendations
by securities analysts;
* developments in our industry;
* general market conditions and other factors,
including factors unrelated to our own operating
performance;
* changing regulatory exposure, laws, rules and
regulations which may change; and
* tax incentives and other changes in the tax code.
Further, the stock market in general has recently
experienced extreme price and volume fluctuations. Continued
market fluctuations could result in extreme volatility in the
price of our common shares, which could cause a decline in the
value of our common shares. You should also be aware that price
volatility might be worse if the trading volume of our common
shares is low.
2) Trading of our common stock is limited.
Our Common Stock is traded only on the Bulletin Board.
Trading in our stock has historically been limited and sporadic
with no continuous trading market over any long or extended
period of time. This has adversely effected the liquidity of our
common stock, not only in terms of the number of securities that
can be bought and sold at a given price, but also through delays
in the timing of transactions and reduction in security analysts'
and the media's coverage of us. This may result in lower prices
for our common stock than might otherwise be obtained and could
also result in a larger spread between the bid and asked prices
for our common stock. There will likely be only limited liquidity
and investors will not likely have the ability to purchase or
sell our common stock in any significant quantities. This too
will sharply limit interest by individual and institutional
investors.
3) Limited Financial Resources and Future Dilution
We are a small company and we have limited financial
resources. While we believe that we have some growth
opportunities, we cannot assure you that we will be successful in
obtaining additional financial resources to meet our financial
needs or, we are successful in doing so, that we can obtain such
financial resources on terms that are reasonable in light of our
current financial circumstances. We anticipate that we may raise
additional capital in the future and we cannot assure you that we
will be successful in raising additional capital or if we do,
that current investors will not suffer immediate and substantial
dilution as a result of any successful financing transactions.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
CAL ALTA AUTO GLASS, INC.
Date: March 6, 2009
By:
/s/ Kirk R. Reed
Kirk R. Reed President
Exhibits:
10.24 Copy of Amendment to Articles of Incorporation