UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 000-51227
CAL ALTA AUTO GLASS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0448809
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
160 Quarry Park Blvd
S.E.Suite 300
Calgary, Alberta
T2C 3G3
(Address of principal
executive offices)
(Zip Code)
Registrant's telephone number: (403) 984-0465
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes ? No ?
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes ? No ?
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes ?? No ?
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this
chapter) is not contained herein, and will not be contained
herein, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ?
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions
of "large accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated
filer ?
Non-accelerated filer ? Smaller
reporting company ?
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes ? No ?
The aggregate market value of common stock held by non-
affiliates was $1,591,893 as of April 09, 2009, based on
the closing price of $.08 as reported on the Over-the-
Counter Bulletin Board.
Number of shares of common stock outstanding as of April
14, 2009 : 31,972,333.
TABLE OF CONTENTS
TO ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED DECEMBER 31, 2008
Part 1 Page
Item 1. Business 1
Item 1A. Risk Factors 8
Item 1B.Unresolved Staff Comments 8
Item 2.Properties 8
Item 3.Legal Proceedings 9
Item 4.Submission of Matters to a Vote of
Security Holders 9
PART II
Item 5.
Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer
Purchases of Equity Securities 9
Item 6.
Selected Financial Data 9
Item 7.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Item 7A.
Quantitative and Qualitative Disclosures
About Market Risk 13
Item 8.
Financial Statements and Supplementary
Data 13
Item 9.
Disagreements With Accountants on
Accounting and Financial Disclosure 13
Item 9A.
Controls and Procedures 13
Item 9B.
Other Information 13
PART III
Item 10.
Directors, Executive Officers and
Corporate Governance 15
Item 11.
Executive Compensation 18
Item 12.
Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters 22
Item 13.
Certain Relationships and Related
Transactions, and Director Independence 23
Item 14.
Principal Accounting Fees and Services 24
PART IV
Item 15.
Exhibits, Financial Statement Schedules 25
Signatures 26
i
FORWARD LOOKING STATEMENTS AND CERTAIN TERMINOLOGY
Some of the statements made by us in this Annual
Report on Form 10-K are forward-looking in nature,
including but not limited to, statements relating to our
future revenue, product development, demand, acceptance and
market share, gross margins, levels of research and
development, our management's plans and objectives for our
current and future operations, and other statements that
are not historical facts. Forward-looking statements
include, but are not limited to, statements that are not
historical facts, and statements including forms of the
words "intend", "believe", "will", "may", "could",
"expect", "anticipate", "plan", "possible", and similar
terms. Actual results could differ materially from the
results implied by the forward looking statements due to a
variety of factors. Readers are cautioned not to place
undue reliance on these forward-looking statements, which
speak only as of the date hereof. We undertake no
obligation to publicly release any revisions to these
forward-looking statements that may reflect events or
circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Factors that could
cause actual results to differ materially from those
expressed in any forward-looking statement made by us
include, but are not limited to:
our limited operational history;
our ability to finance our activities and maintain our
financial liquidity;
our ability to attract and retain qualified,
knowledgeable employees;
the impact of general economic conditions on our
business;
market acceptance of our products;
dependence on suppliers and other key vendors;
our failure to acquire new customers in the future;
deterioration of business and economic conditions in our
markets;and
intensely competitive industry conditions
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties that may cause our
actual results to be materially different from any future
results expressed or implied by us in those statements.
These risk factors should be considered in connection with
any subsequent written or oral forward-looking statements
that we or persons acting on our behalf may issue. All
written and oral forward looking statements made in
connection with this Report that are attributable to us or
persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements. Given these
uncertainties, we caution investors not to unduly rely on
our forward-looking statements. We do not undertake any
obligation to review or confirm analysts' expectations or
estimates or to release publicly any revisions to any
forward-looking statements to reflect events or
circumstances after the date of this document or to reflect
the occurrence of unanticipated events. Further, the
information about our intentions contained in this document
is a statement of our intention as of the date of this
document and is based upon, among other things, the
existing regulatory environment, industry conditions,
market conditions and prices, the economy in general and
our assumptions as of such date. We may change our
intentions, at any time and without notice, based upon any
changes in such factors, in our assumptions or otherwise.
In this document, the words "we," "our," "ours," "us,"
"Energy One," "Cal Alta" and "Company" refer to Cal Alta
Auto Glass, Inc. and our subsidiaries.
ii
PART I
ITEM 1. BUSINESS
Corporate Background
Cal Alta Auto Glass, Inc., (the Company) formerly
International Sports Marketing Group, Inc., was
incorporated October 14, 1999. It had been incorporated to
originally market a specialized piece of sporting equipment
named the "sports stick". However due to insufficient
funding this was not possible.
On November 25, 2003, the Company entered into a
reverse merger pursuant to Rule 368 (a)(1)(B) of the
Internal Revenue Code of 1986 as amended with Cal Alta
Auto Glass, Ltd., a company organized under the laws of
Alberta, Canada B.C., to operate businesses in the auto
glass industry . Whereas, the Company acquired 100% of the
common stock of Cal Alta Auto Glass, Ltd., a Canadian
corporation, for 8,500,000 shares of authorized but un-
issued common stock. The Company changed its name to Cal
Alta Auto Glass, Inc. Cal Alta Auto Glass, Ltd. (Canadian
Co.), became the predecessor due to the reverse merger.
Cal Alta Auto Glass, Inc., is a holding company.
As more fully explained below, on December 30, 2008,
the Company acquired Energy One Resource Services, Inc., an
Alberta, corporation ("Energy One"), by which it newly
issued shares to the Energy One shareholders in exchange
for all outstanding shares of Energy One. Through this
transaction, the Company acquired an oilfield services as
its wholly owned subsidiary. In conjunction with the share
purchase of Energy One the Company divested of is auto
glass operations.
Also explained more fully below, effective December 31,
2008, we sold the auto glass operations to Mr. Frank Aiello
our former President. Mr. Aiello returned 1,666,667 shares
of common stock to the company in exchange for all the
assets and liabilities of the Canadian auto glass
subsidiary.
Acquisition of Energy One Resource Services, Inc.
On January 12, 2009, we entered to a Securities
Purchase Agreement (the "Acquisition Agreement") for the
purchase of all of the outstanding capital stock of Energy
One Resource Services, Inc., an Alberta corporation
("Energy One").
Under the terms of the Acquisition Agreement, we are
acquiring all of the 14,839,000 shares of the Class A
Common Stock of Energy One effective December 30, 2008 (the
"Closing Date") and assume all of the outstanding
liabilities of Energy One as of that date with the result
that Energy One becomes our subsidiary (the "Acquisition").
As of this date, 86 shareholders holding all of the
outstanding shares of Energy One have executed the
Acquisition Agreement and we anticipate that all or nearly
all of the remaining shareholders will execute the
Acquisition Agreement in the near future.
The Acquisition Agreement provides that we will issue
an aggregate of 14,839,000 shares of our Common Stock to
complete the purchase of the 14,839,000 shares of the Class
A Common Stock of Energy One. All of the shares of our
Common Stock issued pursuant to the Acquisition Agreement
are being issued in accordance with a claim of exemption
under Section 4(2) of the Securities Act of 1933 and each
stock certificate will be issued with a restricted
securities legend.
Share Exchange
Under the Exchange Agreement, the Company was
to acquire all of the equity interests of Energy One in
exchange for issuing restricted common stock to the Energy
One Owners in an aggregate amount equal to approximately
44.1% of the total issued and outstanding shares of common
stock immediately after the closing of the reverse take-
over (before the effects of the divestiture of the auto
glass operation, see below). The Acquisition Agreement
provides that we will issue an aggregate of 14,839,000
shares of our Common Stock to complete the purchase of the
14,839,000 shares of the Class A Common Stock of Energy
One. As a result, the Energy One Owners are to receive
14,839,000 shares of the Company's common stock in exchange
for 100% of Energy One's common stock. All of the shares
of our Common Stock issued pursuant to the Acquisition
Agreement are being issued in accordance with a claim of
exemption under Section 4(2) of the Securities Act of 1933
and each stock certificate will be issued with a restricted
securities legend.
Divestiture
On January 12, 2009, we entered into the Asset
Purchase Agreement (the "Divestiture Agreement") with our
President, Frank Aiello, wherein we agreed to sell and
transfer all of our existing automobile glass repair
business and assets to Mr. Aiello in consideration of Mr.
Aiello assuming all of our existing liabilities (existing
as of December 31, 2008) and tendering to the Company, as
payment therefore, an aggregate of one million six hundred
sixty-six thousand six hundred-sixty-six (1,666,667) shares
of our Common Stock previously owned and held by Mr.
Aiello.
The Divestiture Agreement was effective December 31,
2008 (the "Divestiture Closing Date") and was approved by
our Board of Directors. The Divestiture Agreement also
requires that Mr. Aiello indemnify and hold the Company
harmless from and against any debts, claims, and
liabilities that existed as of December 31, 2008 and which
may be later asserted against the Company.
With the closing of the Acquisition Agreement on
December 30, 2008 and the closing of the Divestiture
Agreement the following day on December 31, 2008, our
assets, business, and strategy has changed such that we are
no longer in the business of providing automobile glass
repair services and we are now focused on the business
being conducted by Energy One.
As a result of the closing of the Asset
Purchase Agreement, the Energy One Owners now own 46.4%.,
At the closing of the Asset Purchase Agreement, the Company
had a total of 31,972,333 shares of its common stock issued
and outstanding.
Recent Events
Resignation of Denise Aiello as Secretary and Director
Following these transactions, Ms. Denise Aiello resigned as
a Director and Corporate Secretary of the Company. The
resignation of Ms. Denise Aiello, the wife of Frank Aiello,
was delivered to the Company on January 22, 2009 but was
accepted by our Board of Directors through an action of the
Board of Directors that was adopted January 24, 2009. The
resignation was not the product or the result of any
disagreement on any matter relating the Company's
operations, policies, or practices and her resignation did
not result from any action to remove her as an officer or
director of the Company.
Resignation of Frank Aiello as President and Treasurer
In addition and following these transactions, Mr. Frank
Aiello resigned as President and Treasurer of the Company.
The resignation of Mr. Frank Aiello, the husband of Ms.
Denise Aiello, was delivered to the Company on January 22,
2009, but was accepted by our Board of Directors through
an action of the Board of Directors that was adopted
January 24, 2009. The resignation was not the product or
the result of any disagreement on any matter relating the
Company's operations, policies, or practices and his
resignation did not result from any action to remove him as
an officer of the Company. Mr. Aiello remains a Director
of the Company.
Election of Kirk R. Reed as President and Director
Our Board of Directors through an action of the Board of
Directors that was adopted January 24, 2009, appointed Kirk
R. Reed as the Company's President and elected Mr. Reed to
our Board of Directors. Since 2005 Mr. Reed has served in
several capacities within Energy One Resource Services,
Inc.,(a wholly owned subsidiary of Cal Alta Auto Glass,
Inc.). Currently Mr. Reed serves as the President and a
Director of Energy One Resource Services, Inc. Prior to
Energy One Mr. Reed served as the President and as a
Director of Candorado Operating Company Ltd.
Election of Monica M. Sheridan as Secretary, Treasurer, and
Director
Our Board of Directors through an action of the Board of
Directors that was adopted January 24, 2009, appointed
Monica M. Sheridan as the Company's Secretary, Treasurer,
and elected Ms. Sheridan to our Board of Directors. Ms.
Sheridan has served in management at Remote Rentals from
April 2004 to the present and as a Safety Officer at QUIS
Trucking, Ltd. from May 2006 to September 2006. From June
2005 to April 2006, Ms. Sheridan was employed by Canadian
Pipeline Construction where she was responsible for
accounts payable, accounts receivable, payroll, safety and
secretarial duties. From June 2004 to May 2005, Ms.
Sheridan was employed by NWFC Construction Ltd. where she
was responsible for accounts payable, accounts receivable,
payroll, safety and secretarial duties. She is a Certified
Safety Officer and holds a Business Education Certificate
from Fairview College.
Overview of Cal Alta Auto Glass
Cal Alta Auto Glass, Inc. (the Company) operates oilfield
service companies. Currently, through its subsidiary,
1102217 Albert Ltd (Operating as Remote Rentals), the
Company provides services to others in the oil and gas
industry with complete, customized, turnkey operations for
camp and catering services. This includes both renting and
leasing oilfield hospitality facilities (i.e. sleeping
quarters and cafeteria style catering). Once a camp is
established the Company will then offer additional services
to its clients (i.e. trucking, fuel services and heavy
equipment rental).
Subsidiaries
Energy One Resource Services, Inc. -An Alberta corporation,
100% owned, active. Management company of 1102217 Alberta
Ltd.
1102217 Alberta Ltd., An Alberta corporation, 100% owned,
active. Operating company that provides all of the oilfield
services offered by the Company. 1102217 Alberta Ltd
(Operating as Remote Rentals), the Company provides
services to others in the oil and gas industry with
complete, customized, turnkey operations for camp and
catering services. This includes both renting and leasing
oilfield hospitality facilities (i.e. sleeping quarters and
cafeteria style catering). Once a camp is established the
Company will then offer additional services to its clients
(i.e. trucking, fuel services and heavy equipment rental).
History and Development of Cal Alta Auto Glass
Cal Alta Auto Glass, Inc., (the Company) formerly
International Sports Marketing Group, Inc., was
incorporated October 14, 1999. It had been incorporated to
originally market a specialized piece of sporting equipment
named the "sports stick". However due to insufficient
funding this was not possible.
On November 25, 2003, the Company entered into a reverse
merger pursuant to Rule 368 (a)(1)(B) of the Internal
Revenue Code of 1986 as amended with Cal Alta Auto Glass,
Ltd., a company organized under the laws of Alberta, Canada
B.C., to operate businesses in the auto glass industry .
Whereas, the Company acquired 100% of the common stock of
Cal Alta Auto Glass, Ltd., a Canadian corporation, for
8,500,000 shares of authorized but un-issued common stock.
The Company changed its name to Cal Alta Auto Glass, Inc.
Cal Alta Auto Glass, Ltd. (Canadian Co.), became the
predecessor due to the reverse merger. Cal Alta Auto
Glass, Inc., is a holding company.
On December 30, 2008, the Company acquired Energy One
Resource Services, Inc., an Alberta, corporation ("Energy
One"), by which it newly issued shares to the Energy One
shareholders in exchange for all outstanding shares of
Energy One. Through this transaction, the Company acquired
an oilfield services as its wholly owned subsidiary. In
conjunction with the share purchase of Energy One the
Company divested of is auto glass operations.
Energy One Resource Services, Inc. (the Company) was
incorporated on May 5, 2006 and intends to acquire and
operate oilfield service companies. Management has not set
any parameters on any new potential acquisitions or
identified and potential acquisition targets.
Since the closing of the acquisition, Cal Alta Auto Glass,
Inc., has disposed of its auto glass operations and begun
to operate in the oilfield services industry (through the
Energy One acquisition). The Company is planning on trying
to obtain financing. To date, management has not determined
what type of offering or offering amounts that will be
offered by the Company if any.
The Cal Alta Auto Glass Services
All services of the Company are offered through 1102217
Alberta Ltd (Operating as Remote Rentals). 1102217 Alberta
Ltd., offers customized, turnkey operations for oilfield
services camps and oilfield catering services 1102217
Alberta Ltd. offered are as follows:
- -self contained sleeping quarters (the company can provide
up to 350 beds at anytime)
- -complete lavatory and shower facilities
- -cafeteria style mess halls
- -fuel services for clients operations
- -heavy equipment rental and logistic planning for clients
operations
Seasonality plays a significant role in the company's
operations. The normal operating season occurs from
approximately December through March. Outside of the
operating season the company maintains minimal business
operations.
Industry Overview
The industry we are in is specific to the "ice roads" area
of Northern Canada. The oilfield services business in
Northern Canada is very seasonal due to the thaw periods,
when the fields are not accessible due to the lack of
infrastructure. The fields are only accessible during the
freeze periods, because the muskeg is frozen and can be
driven over. The oilfield services business is defined as
any company who provides beds, cafeteria facilities,
oilfield construction, logistics, drilling and supplies. We
are in the hospitality segment of this industry.
Sales and Marketing Strategy
The sales and marketing function are handled by our
President / CEO Kirk Reed. The Company uses yellow page
advertising to attract customers.
Operating Strategy
The Company intends to acquire and operate oilfield service
companies. The Company is yet to identify any
acquisitions, or set any parameters for any potential
acquisitions. Currently, through its subsidiary, 1102217
Alberta Ltd (Operating as Remote Rentals), the Company
provides hospitality services to companies in the oil and
gas industry with complete, customized, turnkey operations
for camp and catering services. This service includes camp
rental and leasing and, once a camp is operating, related
services and maintenance. The Company plans to increase
market share by acquiring other operators and/or increasing
the number of camps it owns and operates through capital
investment.
Establish and Maintain Leadership Position in Core
Operating Areas. We strive to establish and maintain
market leadership positions within our core operating area
of oilfield hospitality. While we are a very small company
competing in a highly competitive field against better
capitalized companies we believe we offer significant value
and service to our clients. To achieve this, we maintain
close customer relationships, offer high quality services,
we believe we offer value to our clients and expanding our
product mix to meet our clients demands. As we grow and
become better capitalized, we hope to establish our brand.
Expand Within Our Regional Markets. We intend to
continue strengthening our presence in Northern Alberta by
acquisitions of businesses with strong customer
relationships and when demand is sufficient acquiring
additional skilled employees. We have not yet decided the
best way to enter additional markets as of yet
Competition
In Northern Alberta, Canada, the primary location where the
company operates its oilfield services operations there is
significant competition. There are approximately 28
competitors in the same market. The company considers
itself to be in a good competitive position relative to its
competition. This is due to the company being smaller than
most of its competition and therefore we can offer services
to smaller jobs while being cost effective. However in
being a small company relative to our competition we do not
have significant resources to spend on advertising in which
most of our competitors do.
The competition in Northern Alberta is highly fragmented
and made up of mostly smaller ma/pa type companies. . For
our purposes ma/pa type, is defined as companies with less
than 20 employees and are not affiliated with larger
companies. The company considers its main competition to be
Western Camp Services with approximately 300-500 beds,
Noralta Camp Services with approximately 300-500 beds and
Royal Camp Services with approximately 300-400 beds.
The principle methods of competition in the Northern
Alberta oilfield services stems from availability of
services.
Customers
No single customer is responsible for 10% or more of our
service revenue in 2007.
However, in 2008 prior to our acquisition of Energy One
Resource Services, Inc., there were customers who exceeded
the 10% threshold, please see below;
Client % of 2008 Relationship
revenue (pre acquisition)
Prarie North Construction 40% No relation
Husky Energy 20% No relation
Texada Construction 20% Common Management
Suppliers
There is significant competition among suppliers in our
industry and, consequently, we do not believe the
termination of our relationship with any of these suppliers
would have a material adverse effect on our financial
condition or operating results.
Raw Materials
The Company does not use any raw materials. Others
manufacture all of the products the Company uses or sells.
Research and Development
The Company has not allocated funds for conducting research
and development.
Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements or Labor Contracts
The Company does not have any Patents, Trademarks,
Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
Government Regulation and Probability of Affecting Business
The Company does not need any government approval for its
principal products or services. Furthermore, the Company is
not aware of any existing or probable governmental
regulations that will have an effect on its operations.
Compliance with Environmental Laws
The company is required to comply with the laws and
standards of the ECRB (Alberta province regulations) and
Environment Canada Regulations (Federal Canadian
regulations) in regards to environmental laws.
Employees
Cal Alta has approximately 1 full-time and 1 part time
employee. For the oilfield service work the company uses
subcontractors. Cal Alta is not affiliated with any union
or collective bargaining agreement. There have been no
adverse labor incidents or work stoppages in the history of
Cal Alta. Management believes that its relationship with
our employees is good. Management intends to hire
additional employees in Canada only as needed and as funds
are available. In such cases, compensation to management
and employees will be consistent with prevailing wages
for services rendered.
Available Information
We maintain a website, www.energy1.ca. Our website and the
information contained therein or connected thereto are not
intended to be incorporated into this annual report on Form
10-K, or any other filing with the Securities and Exchange
Commission unless we expressly incorporate such materials.
Reports to Shareholders
Cal Alta Auto Glass, Inc. is a reporting company as defined
by the Securities Exchange Act. The Company's registration
statement became effective on or about May 27, 2005.
Therefore, the Company is subject to the information and
reporting requirements of that act and we will file
periodic reports, proxy statements and other information
with the Securities and Exchange Commission. Following
completion of this registration statement, we will furnish
our shareholders with annual reports at their request,
containing audited financial information for each fiscal
year and will file quarterly reports for the first three
quarters of each fiscal year containing un-audited summary
financial information with the Securities and Exchange
Commission. Our fiscal year ends on December 31.
The public can read and copy any materials the Company
files with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington D.C. 20549. The public
can obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site, www.sec.gov that
contains reports, proxy and information statements, and
other information regarding issuers that file
electronically with the SEC.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
The Company currently rents an office co-op where
office space and facilities can be used on an as needed
basis. The company rents these facilities on a month to
month lease. The office is located at 160 Quarry Park Blvd
S.E, Calgary, Alberta T2C 3G3. The company pays $263 a
month (CAN) for these facilities.
We believe that the foregoing facilities are
sufficient for our operational needs.
We do not anticipate investing in real estate or
interests in real estate, real estate mortgages, or
securities of or interests in persons primarily engaged in
real estate activities. We currently have no formal
investment policy, and we do not intend to undertake
investments in real estate as a part of our normal
operations.
In the opinion of management, the above rented
facilities are in excellent rental condition and adequately
insured.
ITEM 3. LEGAL PROCEEDINGS
We are currently involved in a lawsuit with Kee Mee
Oilfield Services. The suit was filed in Alberta provincial
court Queens Bench No: 0701-04342. The suit stems from
unpaid camp rental fees from the 2006-2007 season. The
Company is suing for $480,000. Management does not believe
there will be any significant recovery from this case.
We are not aware of any other material legal
proceedings pending against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of
security holders during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company's common stock, par value $0.001 per
share, is traded on the Over-The-Counter Bulletin Board
("OTCBB") under the symbol "CAAG." The following table sets
forth, for each quarter within the last two fiscal years,
the reported high and low bid quotations for the Company's
common stock as reported on the OTCBB. The bid prices
reflect inter-dealer quotations, do not include retail
markups, markdowns or commissions and do not necessarily
reflect actual transactions.
QUARTER HIGH ($) LOW ($)
1st Quarter 2007 $0.55 $0.15
2nd Quarter 2007 $0.32 $0.23
3rd Quarter 2007 $0.30 $0.16
4th Quarter 2007 $0.10 $0.10
1st Quarter 2008 $0.10 $0.10
2nd Quarter 2008 $0.10 $0.10
3rd Quarter 2008 $0.20 $0.10
4th Quarter 2008 $0.08 $0.04
The company stock has, during the fiscal year ending
December 31, 2008, traded between $.04 and $.20 per share.
The number of shares of common stock, $.001 par value,
issued and outstanding of the Company was 31,972,333 as of
April 15, 2009.
The ability of an individual shareholder to trade their
shares in a particular state may be subject to various
rules and regulations of that state. A number of states
require that an issuers securities be registered in their
state or appropriately exempted from registration
before the securities are permitted to trade in that
state. Presently, the Company has no plans to register
its securities in any particular state. Further, most
likely the Company's shares will be subject to the
provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the Exchange
Act), commonly referred to as the penny stock rule. Section
15(g) sets forth certain requirements for transactions in
penny stocks and rule 15g-9(d)(1) incorporates the
definition of penny stock as that used in Rule 3a51-1 of
the d that used in Rule 3a51-1 of the Exchange Act.
The Securities and Exchange Commission (the commission)
generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject
to certain exception. Rule 3a51-1 provides that any
equity security is considered to be a penny stock
unless that security is: registered and traded on a
national securities exchange meeting specified criteria
set by the Commission; authorized for quotation on the
NASDAQ stock Market; issued by a registered investment
company; excluded from the definition on the basis of
price (at least $5.00 per share) or the issuers net
tangible assets; or exempted from the definition by the
Commission. If the Company's shares are deemed to be a
penny stock, trading in the shares will be subject to
additional sales practice requirements on broker-dealers
who sell penny stocks to persons other than established
customers and accredited investors, generally persons
with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers
must make a special suitability determination for the
purchase of such security and must have received the
purchasers written consent to the transaction prior
to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require
the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market.
A broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered
representative, and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent
price information for the penny stocks held in the account
and information on the limited market in penny stocks.
Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the
Company's Common Stock and may affect the ability of
shareholders to sell their shares.
Holders
As of April 15, 2009, there were approximately 115
shareholders of record of our common stock based upon the
shareholder list provided by our transfer agent. Our
transfer agent is Holladay Stock Transfer located at 2939
N. 67th Place, Scottsdale, Arizona and their telephone
number is (480) 481-3940.
Dividends
We have not declared any dividends on our common
stock since our inception. Our current policy is to retain
any earnings in order to finance the expansion of our
operations. Our board of directors will determine future
declaration and payment of dividends, if any, in light of
the then-current conditions they deem relevant and in
accordance with applicable corporate law. There are no
dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of
Incorporation or Bylaws. Chapter 78 of the Nevada Revised
Statutes (the "NRS"), does provide certain limitations on
our ability to declare dividends. Section 78.288 of Chapter
78 of the NRS prohibits us from declaring dividends where,
after giving effect to the distribution of the dividend:
(a)
we would not be able to pay our debts as they become due in the usual
course of business; or
(b)
except as may be allowed by our Articles of Incorporation, our total
assets would be less than the sum of our total liabilities plus the
amount that would be needed, if we were to be dissolved at the time of
the distribution, to satisfy the preferential rights upon dissolution of
stockholders who may have preferential rights and whose preferential
rights are superior to those receiving the distribution.
We have not declared any dividends and we do not plan
to declare any dividends in the foreseeable future.
Sales of Unregistered Securities
Changes in Securities / Recent Sales of Unregistered
Securities
On May 10, 2007, the Company issued 2,375,000 shares of
common stock at $.28 per share for total consideration of
$665,000. The shares were issued for the following
consideration.
1,225,000 shares of common stock were issued for bonuses to
key employees for total consideration of $343,000. The
shares were issued under the 2007 Employee and Consultants
Compensation Fund and Plan. The Company filed an S-8
registration statement and issued the securities to
employees and consultants in accordance with rule 405 of
Regulation C of the 1933 Securities Act.
1,150,000 shares of common stock for services rendered at
$.28 per share for total consideration of $322,000. The
shares issued for services rendered were issued as follows.
The Company issued 75,000 shares of common stock for legal
fees for total consideration of $21,000 and 1,075,000
shares of common stock for consulting services for total
consideration of $301,000. The consulting fees of $301,000
were paid to four individuals for SEC consulting and
acquisition due diligence. The shares were issued under the
2007 Employee and Consultants Compensation Fund and Plan.
The Company filed an S-8 registration statement and issued
the securities to employees and consultants in accordance
with rule 405 of Regulation C of the 1933 Securities Act.
On June 1, 2007, the Company issued 3,250,000 shares of
common stock at $.07, or total consideration of $227,550 to
FAA Enterprises for services rendered. FAA Enterprises is
owned 100% by Frank Aiello our Company President. The
shares were issued under section 4(2) of the 1933
Securities Act and bear a restrictive legend.
On July 3, 2007, the Company issued 1,530,000 shares of
common stock at $.27 per share for total consideration of
$413,100. The shares were issued for the following
consideration. The Company issued 30,000 shares for legal
fees for total consideration of $ 8,100 and further issued
1,500,000 shares for investor relations services for total
consideration of $405,000 (the shares issued for investor
relations were cancelled in the fourth quarter of 2007, the
share issuance representing the investor relations shares
were netted out of the transaction in the equity statement
for presentation purposes). It should be noted that the
shares for investor relations were retired due to the
proposed transaction with Energy One not closing in a
timely manner and no investor relations services were
rendered in connection with this share issuance. The
shares were issued under the 2007 Employee and Consultants
Compensation Fund and Plan. The Company filed an S-8
registration statement and issued the securities to
employees and consultants in accordance with rule 405 of
Regulation C of the 1933 Securities Act.
On July 10, 2007, the Company issued 2,745,000 shares of
common stock at $.25 per share for total consideration of
$686,250. The shares were issued for the following
consideration. The Company issued 1,385,000 shares for
bonuses to key employees for total consideration of
$346,250. The Company also issued 1,360,000 shares for
consulting services for total consideration of $340,000.
The consulting fees were paid to three individuals for
acquisition due diligence. The shares were issued under the
2007 Employee and Consultants Compensation Fund and Plan.
The Company filed an S-8 registration statement and issued
the securities to employees and consultants in accordance
with rule 405 of Regulation C of the 1933 Securities Act.
On December 30, 2008, the Company issued 14,839,000 shares
of common stock for the acquisition of Energy One Resource
Services, Inc. The shares were issued under section 4(2) of
the 1933 Securities Act and bear a restrictive legend.
Description of Securities
The Company is authorized to issue 250,000,000 shares of
Common Stock, par value $.001 per share and 10,000,000
shares of Preferred Stock, par value $0.001. As of December
31, 2008, there were 31,972,333 shares issued and
outstanding. As of December 31, 2007, there were 18,800,000
shares issued and outstanding.
All shares of Common Stock have equal rights and privileges
with respect to voting, liquidation and dividend rights.
All shares of Common Stock entitle the holder thereof to
(i) one non-cumulative vote for each share held of record
on all matters submitted to a vote of the stockholders;
(ii) to participate equally and to receive any and all
such dividends as may be declared by the Board of
Directors out of funds legally available therefore; and
(iii) to participate pro rata in any distribution of assets
available for distribution upon liquidation of the
Company. Stockholders of the Company have no preemptive
rights to acquire additional shares of Common Stock or any
other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion
rights. All outstanding shares of Common Stock are fully
paid and non-assessable. There are no provisions in Cal
Alta Auto Glass, Inc.'s, charter or bylaws that would
prevent, delay or defer a change in control.
No common stock has been proposed to be offered publicly
by the Company.
The Company currently has $199,325 in outstanding
debentures that were issued during the fiscal year ended
December 31, 2008. The debenture contracts call for
interest of 10% per annum payable annually in arrears with
the first payment due on December 31, 2007. Interest
payments are due annually on December 31 and the holders
can convert at any time up to and including this date. The
conversion rate is as follows: $0.80 per share if converted
on or before December 31, 2007; and $1.10 per share if
converted at any time after that. The maturity date of the
debentures is February 28, 2009.
Of the Company's total shares outstanding 19,899,000
shares may be sold, transferred or otherwise traded in the
public market, unless held by an affiliate or controlling
shareholder of the Company. Of these 19,899,000 shares,
the Company has identified no shares as being held by
affiliates of the Company.
Of the 12,073,333 restricted common shares, all of
these shares considered restricted securities are held
presently by affiliates and/or controlling shareholders
of the Company. These shares may be sold pursuant to Rule
144, subject to the volume and other limitations set forth
under Rule 144. In general, under Rule 144 as currently
in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares of
the Company for at least one year, including any person
who may be deemed to be an affiliate of the Company (as
the term affiliate is defined under the Act), is entitled
to sell, within any three-month period, an amount of
shares that does not exceed the greater of (i) the
average weekly trading volume in the Company's Common
Stock, as reported through the automated quotation system
of a registered securities association, during the four
calendar weeks preceding such sale or (ii) 1% of the shares
then outstanding. A person who is not deemed to be an
affiliate of the Company and has not been an affiliate for
the most recent three months, and who has held restricted
shares for a least two years would be entitled to sell such
shares without regard to the resale limitations of Rule
144.
Generally, the shares of restricted stock may not be
sold or otherwise transferred unless first registered
under the Act or unless there is an appropriate
exemption from registration available.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Management's Discussion and Analysis or Plan of Operation.
FORWARD LOOKING STATEMENTS
The following discussion and analysis of our results
of operations and financial condition for the years ended
December 31, 2008 and 2007 should be read in conjunction
with our financial statements and the notes to those
financial statements that are included elsewhere in this
Annual Report on Form 10-K. Our discussion includes
forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and
the timing of events could differ materially from those
anticipated in these forward-looking statements as a result
of a number of factors. We use words such as "anticipate,"
"estimate," "plan," "project," "continuing," "ongoing,"
"expect," "believe," "intend," "may," "will," "should,"
"could," and similar expressions to identify forward-
looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which
speak only as of the date hereof. Except as required by
law, we do not undertake any obligation to update or keep
current either (i) any forward-looking statement to reflect
events or circumstances arising after the date of such
statement, or (ii) the important factors that could cause
our future results to differ materially from historical
results or trends, results anticipated or planned by us, or
which are reflected from time to time in any forward-
looking statement.
Overview
On December 30, 2008, the Company acquired all the shares
of Energy One Resource Services, Inc., an Alberta,
corporation ("Energy One"), by which it newly issued
14,839,000 shares of common stock to the Energy One
shareholders in exchange for all outstanding shares of
Energy One. Through this transaction, the Company acquired
an oilfield services company as its wholly owned
subsidiary. In conjunction with the share purchase of
Energy One the Company divested of is auto glass
operations.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our
financial condition and results of operations are based on
our combined financial statements, which have been prepared
in accordance with accounting principles generally accepted
in the United States. The preparation of these financial
statements requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at
the date of the financial statements as well as the
reported net sales and expenses during the reporting
periods. On an ongoing basis, we evaluate our estimates and
assumptions. We base our estimates on historical experience
and on various other factors that we believe are reasonable
under the circumstances, the results of which form the
basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these
estimates under different assumptions or conditions.
While our significant accounting policies are more
fully described in our financial statements, we believe
that the following accounting policies are the most
critical to aid you in fully understanding and evaluating
this management discussion and analysis:
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates. In accordance
with FASB 16 all adjustments are normal and recurring.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the
Company considers all investments with maturity of three
months or less to be cash equivalents.
Allowance for Doubtful Accounts
Trade accounts receivable are stated net of an allowance
for doubtful accounts. The Company records an allowance
and adjusts it periodically based on its review of total
receivables, the age of past due accounts and an assessment
of the customers' ability to pay.
Property and Equipment
Property and equipment are recorded at cost. Maintenance
and repairs are charged to expense as incurred; additions
and betterments are capitalized. Upon retirement or
disposal of any item of equipment, the cost and related
accumulated depreciation of the disposed assets is removed,
and any resulting gain or loss is credited or charged to
operations. Depreciation is calculated using the declining
balance method (Leasehold Improvement; straight-line
method) over their estimated useful lives five to ten
years. The Company regularly reviews its capital assets to
eliminate obsolete items.
Revenue Recognition
The Company recognizes revenue from the rental of trailers
for temporary housing, kitchens, and other uses at the date
the rental period is complete, or at least monthly.
The Company recognizes rental revenue when the following
conditions exist:
Persuasive evidence of an arrangement exists
between a customer and the Company (a written and accepted
estimate).
Delivery has occurred or services have been
rendered, (job or services for customer(s) has been
completed and accepted).
The Company's price to the customer is fixed or
determinable (and accepted).
Collectability is reasonably assured.
For most customers paying the criteria above are satisfied
via the customer signing a contract, the Company delivering
the rented equipment, and the Company billing for a rental
cycle, which is normally monthly. Collectability is
reasonably assured due to initially working out the payment
terms as described above in a written contract before
rendering services.
Income Taxes
Income taxes are provided in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS 109),
Accounting for Income Taxes. A deferred tax asset or
liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carry-
forwards. Deferred tax expense (benefit) results from the
net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and
rates on the date of enactment. Realization of deferred
tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary
differences and carry-forwards are expected to be available
to reduce taxable income. Income tax returns are reported
to Canada as required by regulatory agencies.
Plan of Operations
Overview
Cal Alta Auto Glass, Inc. (the Company) operates oilfield
service companies. Currently, through its subsidiary,
1102217 Albert Ltd (Operating as Remote Rentals), the
Company provides services to others in the oil and gas
industry with complete, customized, turnkey operations for
camp and catering services. This includes both renting and
leasing oilfield hospitality facilities (i.e. sleeping
quarters and cafeteria style catering). Once a camp is
established the Company will then offer additional services
to its clients (i.e. trucking, fuel services and heavy
equipment rental).
The following discussion pertains to the Company's results
of operations as of the years ended December 31, 2008 and
2007. The Company consolidates the operations of Energy One
Resource Services, Inc. (Acquired December 30, 2008).
Results of Operations
Due to the Company exiting the auto glass industry on
December 31, 2008, the historical revenue and expenses of
the auto glass operations are shown as discontinued
operations. Due to this the comparison of the income
statement only includes expenses of the U.S. parent
company.
For the year ended December 31, 2008, the Company had sales
of $0 compared to $0 for the same period ended December 31,
2007, with net income of $148,883 compared to a net loss of
$1,616,794, for the same period respectively. Operating
expenses decreased $1,571,601 when comparing the year
ended December 31, 2008 to the same period the year before.
The decrease is driven by the lower stock based
compensation issued to employees and consultants when
comparing 2008 to 2007. Stock based salaries and wages
decreased $689,250, while stock based consulting expense
decreased $868,500.
The Company expects the stock based consulting and wage
expenses to run at rates similar to 2007 going forward,
since it has completed the Energy One acquisition as of
December 30, 2008.
Income Statement Summary
December 31
2008 2007
Revenues $ 0 $ 0
Total Operating Costs 15,249 1,586,850
Net Operating
Income / (Loss) (15,249) (1,586,850)
Gain (Loss) from
Discontinued Ops 164,132 (29,944)
Net Income / (Loss)
148,883 (1,616,794)
The Company generated an operating loss of $15,249 and net
income of $148,883 during the year ended December 31, 2008.
However, the Company does have significant operating and
net loss carry-forwards of $1,435,810. The Company's
independent registered public accountant has issued a going
concern opinion on our audited financial statements. This
condition raises substantial doubt about the Company's
ability to continue as a going concern. The Company's
continuation as a going concern is dependent on its ability
to meet its obligations, to obtain additional financing as
may be required and ultimately to attain profitability. The
consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Material Impact of Known Events on Liquidity
There are no known events that are expected to have a
material impact on our short-term or long-term liquidity.
Capital Resources
We have financed our operations primarily from cash
provided by operations. We believe that our current cash
and anticipated cash flow from operations will be
sufficient to meet our anticipated cash needs, including
our cash needs for working capital and capital expenditures
for at least the next 6 months. We will need to raise
additional capital in order to remain operational beyond
this point. We believe we will raise an additional
$2,500,000 through a private placement financing
transaction. Management has not yet set any parameters
about future private placements. If we receive these
funds, we believe we will have sufficient capital to meet
our needs for the foreseeable future. If these funds do
not materialize, we will need to seek additional financing
elsewhere. In addition, we may require additional cash due
to changes in business conditions or other future
developments, including any investments or acquisitions we
may decide to pursue. To the extent it becomes necessary to
raise additional cash in the future, we may seek to raise
it through the sale of debt or equity securities, funding
from joint-venture or strategic partners, debt financing or
loans, issuance of common stock or a combination of the
foregoing. We currently do not have any binding commitments
for, or readily available sources of, additional financing.
We cannot provide any assurances that we will be able to
secure the additional cash or working capital we may
require to continue our operations, either now or in the
future.
Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
Cal Alta has certain fixed contractual obligations
and commitments that include future estimated payments.
Changes in our business needs, changing interest rates, and
other factors may result in actual payments differing from
the estimates. We cannot provide certainty regarding the
timing and amounts of payments. We have presented below a
summary of the most significant assumptions used in our
determination of amounts presented in the tables, in order
to assist in the review of this information within the
context of our financial position, results of operations,
and cash flows.
The following table summarizes Cal Alta's contractual
obligations as of December 31, 2008, and the effect these
obligations are expected to have on our liquidity and cash
flows in future periods.
Less than 1
Contractual Obligation Total Year 1-3years
Related party loans $ 1,203,552 $1,203,552 $ -
Operating Leases 12,000 - 60,000
Capital leases 1,140,684 381,339 759,345
Total Contractual
Obligations $2,356,236 $1,584,891 $819,345
Off-Balance Sheet Arrangements
We have not entered into any other financial
guarantees or other commitments to guarantee the payment
obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our shares and
classified as stockholder's equity or that are not
reflected in our financial statements. Furthermore, we do
not have any retained or contingent interest in assets
transferred to an unconsolidated entity that serves as
credit, liquidity or market risk support to such entity. We
do not have any variable interest in any unconsolidated
entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or
research and development services with us.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are listed in the Index to
Financial Statements on page F-1.
ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Regulations under the Securities Exchange Act of 1934
(the "Exchange Act") require public companies to maintain
"disclosure controls and procedures," which are defined to
mean a company's controls and other procedures that are
designed to ensure that information required to be
disclosed in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified
in the Commission's rules and forms. Our Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO") carried
out an evaluation of the effectiveness of our disclosure
controls and procedures as of the end of the period covered
by this report. Based on those evaluations, as of the
Evaluation Date, our CEO and CFO believe that:
(i) our disclosure controls and procedures are
designed to ensure that information required to be
disclosed by us in the reports we file under the
Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time
periods specified in the SEC's rules and forms and
that such information is accumulated and communicated
to our management, including the CEO and CFO, as
appropriate, to allow timely decisions regarding
required disclosure; and
(ii) our disclosure controls and procedures are
effective.
Management's Annual Report on Internal Control over
Financial Reporting
Management is responsible for establishing and
maintaining adequate internal control over financial
reporting, as such terms are defined in Rules 13(a) - 15(f)
promulgated under the Securities Exchange Act of 1934, as
amended. The purpose of an internal control system is to
provide reasonable assurance to the Company's management
and board of directors regarding the preparation and fair
presentation of published financial statements.
An internal control material weakness is a
significant deficiency, or aggregation of deficiencies,
that does not reduce to a relatively low level the risk
that material misstatements in financial statements will be
prevented or detected on a timely basis by employees in the
normal course of their work. An internal control
significant deficiency, or aggregation of deficiencies, is
one that could result in a misstatement of the financial
statements that is more than consequential.
Management assessed the effectiveness of the
Company's internal control over financial reporting as of
December 31, 2008 and this assessment identified the
following material weaknesses in the company's internal
control over financial reporting:
A system of internal controls (including policies and procedures) has
neither been designed nor implemented.
A formal, internal accounting system has not been implemented.
Appropriate technology systems to ensure reliability of information and
record-keeping have not been acquired.
Management has not organized an Audit Committee to supervise and
monitor accounting and financial control initiatives.
Segregation of duties in the handling of cash, cash receipts, and cash
disbursements is not formalized.
It is Management's opinion that the above weaknesses
exist due to the small size of operating staff.
In making this assessment, Management used the
criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control - Integrated Framework. Because of the material
weaknesses described in the preceding paragraph, Management
believes that, as of December 31, 2008, the Company's
internal control over financial reporting was not effective
based on those criteria.
This annual report does not include an attestation
report of the Company's registered public accounting firm
regarding internal control over financial reporting.
Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission
that permit the Company to provide only management's report
in this annual report.
Changes in Internal Controls
There were no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Securities Exchange Act of 1934, as
amended) during the year ended December 31, 2008 that have
materially affected, or are reasonably likely to materially
affect, our international control over financial reporting.
ITEM 9B. OTHER INFORMATION
Our Board of Directors through an action of
the Board of Directors that was adopted January 24, 2009,
approved a proposal to amend our Articles of Incorporation
to change the Company's name to Cal Alta Group, Inc. While
this proposed amendment is not yet effective, we plan to
submit this proposed amendment to our stockholders in the
near future.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Previous Executive Officers and Directors
As of December 31, 2008, our officers and directors
were as follows.
Name Age Position
Frank Aiello 55
President, CEO, Chief Accounting Officer and Director
Denise Aiello(1) 45 Secretary and
Treasurer
(1) Mrs. Aiello is the wife of Frank Aiello the Company's
President.
Frank Aiello- President, CEO, Chief Accounting Officer and
Director
Mr. Aiello, has been the Owner and President of FAA
Enterprise Ltd., a private corporation (holding company)
since 1995 to present. FAA Enterprise Ltd., is a holding
Company for investments Mr. Aiello makes in his own
personal interest. From November 2000, to present Mr.
Aiello has been the President of Westcan Autoglass
Supplies, Inc., a auto glass and supplies wholesale
company. Since 1986, Mr. Aiello has also been the President
of Cal Alta Auto Glass, Ltd. a Canadian corporation that
owns and operates two automobile glass replacement and
repair locations in Calgary, Alberta. Currently Mr. Aiello
is the President of Cal Alta Auto Glass, Inc.
Denise Aiello - Secretary and Director
Mrs. Aiello, has had a very limited role for the last
several years in Cal Alta Auto Glass, Ltd. Mrs. Aiello's
primary role has been assisting Mr. Aiello, when needed in
decision making for the Canadian company, due to it being
family held prior to the reverse merger in November 2003.
In connection with the acquisition of Energy
One, Mr. Aiello resigned as our President, Chief Executive
Officer and Chief Accounting Officer. Mr. Aiello continues
in his role as a Director, effective January 24, 2009.
Also in connection with the acquisition of Energy
One, Mrs. Aiello resigned as a Director of the company
effective January 24, 2009.
Current Executive Officers and Directors
Our current directors and executive officers, their
ages, their respective offices and positions, and their
respective dates of election or appointment are as
follows:
Name Age Position Date of
Appoinement
Kirk R. Reed 43 President, January 24, 2009
Chief Executive
Officer, and
Director
Monica Sheridan 48 Secretary, January 24, 2009
Treasurer, Chief Accounting
Officer and Director
Frank Aiello 55 Director January 24, 2009
Kirk R. Reed - President, Chief Executive Officer and
Director
Since 2005 Mr. Reed has served in several
capacities within Energy One Resource Services, Inc.,(a
wholly owned subsidiary of Cal Alta Auto Glass, Inc.).
Currently Mr. Reed serves as the President and a Director
of Energy One Resource Services, Inc. Prior to Energy One
Mr. Reed served as the President and as a Director of
Candorado Operating Company Ltd (TSXV exchange- CDO).
Candorado Operating Company Ltd is in the business of
mining exploration and development.
Monica Sheridan - Secretary, Treasurer, Chief Accounting
Officer and Director
Ms. Sheridan has served in management at Remote
Rentals from April 2004 to the present and as a Safety
Officer at QUIS Trucking, Ltd. from May 2006 to September
2006. From June 2005 to April 2006, Ms. Sheridan was
employed by Canadian Pipeline Construction where she was
responsible for accounts payable, accounts receivable,
payroll, safety and secretarial duties. From June 2004 to
May 2005, Ms. Sheridan was employed by NWFC Construction
Ltd. where she was responsible for accounts payable,
accounts receivable, payroll, safety and secretarial
duties. She is a Certified Safety Officer and holds a
Business Education Certificate from Fairview College.
Frank Aiello - Director
Mr. Aiello, has been the Owner and President of FAA
Enterprise Ltd., a private corporation (holding company)
since 1995 to present. FAA Enterprise Ltd., is a holding
Company for investments Mr. Aiello makes in his own
personal interest. From November 2000, to present Mr.
Aiello has been the President of Westcan Autoglass
Supplies, Inc., a auto glass and supplies wholesale
company. Since 1986, Mr. Aiello has also been the President
of Cal Alta Auto Glass, Ltd. a Canadian corporation that
owns and operates two automobile glass replacement and
repair locations in Calgary, Alberta. Currently Mr. Aiello
is the President of Cal Alta Auto Glass, Inc
Family Relationships
There are no family relationships among our directors
and executive officers.
Involvement in Certain Legal Proceedings
Except as provided below, none of our directors or
executive officers has, during the past five years:
(a)
Has had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or
property of such person, or any partnership in which he was a
general partner at or within two years before the time of such
filing, or any corporation or business association of which he was
an executive officer at or within two years before the time of such
filing;
(b)
Been convicted in a criminal proceeding or is a named subject of a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
(c)
Been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from, or otherwise limiting, the following activities:
Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or practice
in connection with such activity;
Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(d)
Been the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in
paragraph I(i) above, or to be associated with persons engaged in
any such activity;
(e)
Been found by a court of competent jurisdiction in a civil action
or by the Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by
the Commission has not been subsequently reversed, suspended, or
vacated; and
(f)
Been found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or
finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of the copies of such
forms furnished to the Company, or written representations
that no reports were required, we believe that for the
fiscal year ended December 31, 2008, beneficial owners
complied with Section 16(a) filing requirements applicable
to them.
Code of Ethics
We have not adopted a code of ethics, but we plan on
adopting a code of ethics that applies to all directors,
officers, and employees, and members of the board of
directors in the near future.
Material Changes to the Procedures by which Security
Holders May Recommend Nominees to the Board of Directors
There have been no material changes to the procedures
by which security holders may recommend nominees to the
Board of Directors.
Board Committees; Director Independence
As of this date, our board of directors has not
appointed an audit committee or compensation committee, and
none of our current directors qualifies as an "audit
committee financial expert;" however, we are not currently
required to have such committees. The functions ordinarily
handled by these committees are currently handled by our
entire board of directors. Our board of directors intends,
however, to review our governance structure and institute
board committees as necessary and advisable in the future
to facilitate the management of our business.
Our board of directors has no independent directors
and three non-independent directors. We have determined
independence in accordance with definitions and criteria
applicable under the NASDAQ rules.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our
board of directors and the board of directors or
compensation committee of any other public company, nor has
any interlocking relationship existed in the past.
ITEM 11. EXECUTIVE COMPENSATION
Summary of Compensation
Executive Compensation
The following summary compensation table reflects
all compensation for fiscal years 2007 and 2008 received by
our principal executive officer.
Summary Compensation Table
Name and Year Salary Bonus Stock Option
Principle Position ($) ($) ($) Awards ($)
($)
Frank
Aiello,
Former
President,
CEO, Chief
Accounting
Officer and
Dir. 2008 141,615* -- -- --
2007 112,278* -- 227,500 --
Non-Equity Non Qualified All other
Incentive Plan Deferred Compensation
Compensation Compensation ($) Total
($) earnings
($)
- -- -- -- --
- -- -- -- 339,778
*This represents the management fee which was earned by Mr.
Aiello.
Outstanding Equity Awards
The company has no outstanding equity awards as of December
31, 2008.
Retirement Plans
We currently have no plans that provide for the payment of
retirement benefits, or benefits that will be paid
primarily following retirement, including but not limited
to tax-qualified defined benefit plans, supplemental
executive retirement plans, tax-qualified defined
contribution plans and nonqualified defined contribution
plans.
Potential Payments upon Termination or Change-in-Control
Except as described below under "Employment Agreements," we
currently have no contract, agreement, plan or arrangement,
whether written or unwritten, that provides for payments to
a named executive officer at, following, or in connection
with any termination, including without limitation
resignation, severance, retirement or a constructive
termination of a named executive officer, or a change in
control of the registrant or a change in the named
executive officer's responsibilities, with respect to each
named executive officer.
Employment Agreements
The Company has no employee agreements with any employee.
Director Compensation
We do not pay any compensation to members of our board of
directors for their service on the board. However, we
intend to review and consider future proposals regarding
board compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance under Equity
Compensation Plans
The Company does have an equity compensation plan, the
details are below;
This 2007 Employee and Consultant's Compensation Fund and
Plan (the "Plan") is hereby adopted by Cal Alta Auto Glass,
Inc., a Nevada corporation (the "Corporation") pursuant to
a resolution adopted by the Corporation's Board of
Directors of May 10, 2007.
The Plan was adopted to provide for increased incentives
for key employees and consultants of the company.
The initial allocation to the Plan shall be ten million
(10,000,000) shares of the Corporation's Common Stock with
such allocation to be subject to any later resolutions as
duly adopted and approved by the Corporation's Board of
Directors and the Corporation's Common Stockholders. In the
event that the number of authorized and unissued shares of
the Corporation's Common Stock is, at any time,
insufficient for the number of shares to be issued or
awarded under this Plan to any one or more Participants,
such issuance or award shall be deferred or delayed until
such time as the amount of authorized and unissued shares
shall be sufficient to allow said shares to be issued or
awarded. The Committee shall have the right to use its sole
Discretion in making all determinations under this
Plan.
Security Ownership of Certain Beneficial Owners and
Management
Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission. Unless
otherwise indicated in the table, the persons and entities
named in the table have sole voting and sole investment
power with respect to the shares set forth opposite the
shareholder's name. The beneficial ownership of our shares
of Common Stock with respect to (I) each person known to
own or more than 5% of our understanding shares of Common
Stock, (II) each of our executive officers and directors,
and (III) all of our executive officers and directors as a
group is provided below:
Unless otherwise indicated the address of each beneficial
owner listed below is 160 Quarry Park Blvd S.E Calgary,
Alberta T2C 3G3.
Number of Precentage
shares of of shares of
Common Common
Stock Stock
Benefically Benefically
Owned(1) Owned(2)
Kirk R. Reed, President, CEO and Dir.
2,350,000 (II) 7%
Monica Sheridan, Secretary, Treasurer,
Chief Accounting
Officer and Dir 300,000(II) 1%
Frank Aiello, Dir. 9,423,333(II) 29%
All Executive Officers and Directors as a Group (3 persons)
12,073,333(III) 38%
(1)
Under Rule 13d-3, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting
power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons
share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise
of an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the
amount of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number
of shares of common stock actually outstanding.
(2)
Percentage based upon 31,972,333 issued and outstanding shares of the
Company's common stock. Percentage totals may vary slightly due to
rounding.
(3)
Includes 3,250,000 shares which are held indirectly through FAA
Enterprises LTD, which is 100% owned by Mr. Aiello.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
Share Exchange Agreement
On December 30, 2008, in an acquisition, we acquired an
oilfield services business based in Alberta, Canada by
executing the Exchange Agreement by and among the Company,
Energy One Resource Services, Inc, and the Energy One
shareholders.
Under the terms of the Exchange Agreement, we
are acquiring all of the 14,839,000 shares of the Class A
Common Stock of Energy One effective December 30, 2008 (the
"Closing Date") and assume all of the outstanding
liabilities of Energy One as of that date with the result
that Energy One becomes our subsidiary (the "Acquisition").
As of this date, 86 shareholders holding all of the
outstanding shares of Energy One have executed the
Acquisition Agreement and we anticipate that all or nearly
all of the remaining shareholders will execute the
Acquisition Agreement in the near future. In connection
with Energy One Resource Services Inc, becoming our wholly
owned subsidiary, we acquired the business and operations
of Energy One, which has become our principal business.
Divestiture
Effective December 31, 2008, we entered into the
Asset Purchase Agreement (the "Divestiture Agreement") with
our President, Frank Aiello, wherein we agreed to sell and
transfer all of our existing automobile glass repair
business and assets to Mr. Aiello in consideration of Mr.
Aiello assuming all of our existing liabilities (existing
as of December 31, 2008) and tendering to the Company, as
payment therefore, an aggregate of one million six hundred
sixty-six thousand six hundred-sixty-six (1,666,667) shares
of our Common Stock previously owned and held by Mr.
Aiello.
The Divestiture Agreement was effective December 31,
2008 (the "Divestiture Closing Date") and was approved by
our Board of Directors. The Divestiture Agreement also
requires that Mr. Aiello indemnify and hold the Company
harmless from and against any debts, claims, and
liabilities that existed as of December 31, 2008 and which
may be later asserted against the Company.
Related Party Transactions of Cal Alta
As of December 31, 2008 and 2007, the company owed the
following loan amounts to officers, directors and related
parties.
2008 2007*
Mark Naylor $93,906 $-
Brent Herzog 196,468 -
Kirk Reed 241,572 -
Monica Sheridan 64,126 -
Gary Parenteau 2,614 -
Rick Quiney 4,979 -
Various 383,152 -
$1,203,552
The loans from Mark Naylor and Brent Herzog call for
interest based on the Royal Bank of Canada prime rate (PR)
plus 1%. The average PR for the period was 6.08%. Thus,
interest was accrued for these two notes at 7.08%.
Interest expense related to these loans for the year ended
September 30, 2007 was $10,722. The amounts due to the
other shareholders are non-interest bearing, and none of
the loans have repayment terms.
*Not included in the table above due to the discontinued
operations of the auto glass shops was a related party
receivable of $346,918, due from FAA Enterprises (which is
100% owned by our former President Mr. Frank Aiello) and
related party payable of $129,056 due to Westcan Auto Glass
Supplies, Inc. (which is 100% owned by our former President
Mr. Frank Aiello).
Director Independence
None of our directors is an independent director as
that term is defined under NASDAQ Rules and Regulations.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the two most recently
completed fiscal years ended December 31, 2008 and 2007 for
professional services rendered by the principal accountant
for the audit of the Corporation's annual financial
statements and review of the financial statements included
our quarterly reports and services that are normally
provided by the accountant in connection with statutory and
regulatory filings or engagements for these fiscal periods
were as follows:
Year ended Year ended
December 31, December 31,
2008 2007
Audit Fees $28,700 $37,500
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
Total $28,700 $37,500
Fees for audit services include fees associated with
the annual audit and the review of documents filed with the
Securities and Exchange Commission. Audit-related fees
principally include fees reasonably related to the
performance of the audit or review of our financial
statements and that are not reported as Audit Fees. Tax
fees included tax compliance, tax advice and tax planning
work.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
A list of the financial statements of the Company
filed as part of this Report can be found in the Index to
Financial Statements on page F-1.
Exhibits
INDEX TO EXHIBITS
2.1
Share Exchange Agreement by and among the Company and
Energy One Resouce Owners filed by reference.
3.1
Articles of Incorporation of Cal Alta Auto Glass, Inc., filed
by reference.
3.2
Amendment to the Articles of Incorporation, filed by reference.
3.3
Bylaws of Cal Alta Auto Glass, filed by reference
17.1
Resignation from Frank Aiello, filed by reference
17.2
Resignation from Denise Aiello, filed by reference.
23.1
Consent of Stan Lee, CPA., attached hereto.
31.1
Section 302 Certification by the Corporation's Chief Executive
Officer, attached here to.
32.1
Section 906 Certification by the Corporation's Chief Executive
Officer, attached hereto.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firms
F-2
Balance Sheets as of December 31, 2008 and December 31, 2007
F-4
Statements of Operations for the years ended December 31, 2008
and December 31, 2007
F-5
Statements of Cash Flows for the years ended December 31, 2008
and December 31, 2007
F-6
Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 2006, 2007 and 2008
F-7
Notes to financial statements
F-8
Stan J.H. Lee, CPA
2160 North Central Rd. Suite 203 Fort Lee NJ 07024
P.O. Box 436402 San Ysidro CA 92143-9402
619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
CAL ALTA AUTO GLASS, INC.
We have audited the accompanying consolidated balance
sheet of CAL ALTA AUTO GLASS, INC.as of December 31,
2008 and the related consolidated statements of
operation, shareholders' equity and cash flows
for the fiscal year then ended. These consolidated
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audit. The financial statements of CAL ALTA AUTO GLASS,
INC. as of December 31, 2007 were audited by other
auditors whose report dated February 8, 2008 expressed
an unqualified opinion on those statements.
We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance
about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating
the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of CAL ALTA AUTO GLASS, INC.
as of December 31, 2008, and the results of its operation
and its cash flows for the fiscal year then ended in
conformity with U.S. generally accepted accounting principles.
The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 16 to the financial statements, the
Company's accumulated deficit from operations and short-term
liquidity raise substantial doubt about its ability to
continue as a going concern. The consolidated financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Stan J.H. Lee, CPA
- ----------------------------------
Stan J.H. Lee, CPA
April 14, 2009
Fort Lee, NJ
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Cal Alta Auto Glass, Inc. and subsidiary
We have audited the accompanying consolidated balance
sheets of Cal Alta Auto Glass, Inc. and subsidiary
(the Company") as of December 31, 2007 and 2006 and
the related consolidated statements of operations, changes
in shareholders' equity and cash flows for the years then
ended. These consolidated financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Cal Alta Auto Glass, Inc. and subsidiary
as of December 31, 2007 and 2006, and the result of its
operations and its cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in
Note 10 to the consolidated financial statements, the Company's
losses from operations raise substantial doubt about its
ability to continue as a going concern. The financial
statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Chang Park
____________________
CHANG G. PARK, CPA
February 8, 2008
San Diego, CA. 91910
CAL ALTA AUTO GLASS, INC.
Consolidated Balance Sheet
As of As of
December 31, December 31,
2008 2007
ASSETS
Current Assets
Cash $ - 73,110
Accounts receivable (net) 17,134 6,273
Recoverable tax 193,001 1,529
Total Current Assets 210,135 80,912
Net Property & Equipment 2,010,455 11,213
Other Assets
Loan receivable
(a related party) - 346,918
Deposit 82,663 4,435
Total Other Assets 82,663 351,353
TOTAL ASSETS $ 2,303,253 443,479
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 923,039 284,316
Accrued expense
(a related party) - 129,056
Accrued expense 15,000 -
Capital leases 852,594 -
GST payable - 5,744
Income taxes payable - 6,422
Short-term portion
of long-term debt 381,339 -
Total Current
Liabilities 2,171,972 425,538
Long-term Liabilities
Loan payable
related party 986,817 -
Convertible debentures 199,325 -
Long-term debt 1,140,684
Less: short-term
portion of long term
debt (381,339) -
Total Long-term
Liabilities 1,945,487 -
TOTAL LIABILITIES 4,117,459 425,538
Stockholders' Equity
Preferred stock, ($.001 par value, 10,000,000 shares
authorized 0 shares issued and outstanding as of
December 31, 2008 and 2007) - -
Common stock, ($0.001 par value, 250,000,000 shares
authorized 31,972,000 and 18,800,000 shares issued
and outstanding as of December 31, 2008 and 2007,
respectively) 31,972 18,800
Paid-in capital (610,454) 1,566,300
Retained earnings (1,435,810) (1,584,692)
Foreign currency translation
adjustment 200,086 17,533
Total Stockholders'
Equity (1,814,206) 17,941
TOTAL LIABILITIES
& STOCKHOLDERS'
EQUITY $ 2,303,253 443,479
CAL ALTA AUTO GLASS INC.
Consolidated Statement of Operations
Year Ended Year Ended
December 31, December 31,
2008 2007
Revenues
Income $ - $ -
Total Revenues - -
Costs of Sales
Direct costs - -
Total Costs of Sales - -
Gross Profit - -
Operating Expenses
Depreciation & amortization - -
Advertising - -
Salaries & wages - 689,250
Consulting expense - 868,500
Administrative expenses 15,249 29,100
Total Operating Expenses 15,249 1,586,850
Operating Income / (Loss) (15,249) (1,586,850)
Other Income (Expenses)
Interest expense - -
Loss on disposal of investments - -
Gain on disposal of assets - -
Total Other Income (Expenses) - -
Net income (loss) before
discontinued operations (15,249) (1,586,850)
Gain (Loss) from discontinued
operations 164,132 (29,944)
Net Income (loss) $ 148,883 $ (1,616,794)
Net Income (Loss) per common share:
From continuing operations $ 0.01 $ (0.11)
From discontinued operations $ 0.01 $ (0.00)
Weighted average number of
common shares 19,170,778 15,172,151
CAL ALTA AUTO GLASS INC.
Statement of Changes in Stockholders' Equity
As of December 31, 2008
Common Common Additional
Shares Stock Paid
Amount in Capital
Balance, December
31, 2006 10,595,000 10,595 (10,395)
Treasury stock (195,000) (195) (1,755)
Stock issued for services rendered on
May 10, 2007 @
$0.28 per share 1,150,000 1,150 320,850
Stock issued for bonuses for on
May 10, 2007 @
$0.28 per share 1,225,000 1,225 341,775
Stock issued for services rendered on
June 1, 2007 @
$0.07 per share 3,250,000 3,250 224,250
Stock issued for services for on
July 3, 2007 @
$0.27 per share 30,000 30 8,070
Stock issued for bonuses for on
July 10, 2007 @
$0.25 per share 1,385,000 1,385 344,865
Stock issued for consulting services
on July 10, 2007 @
$0.25 per share 1,360,000 1,360 338,640
Net income for the year ended
December 31, 2007
Foreign currency translation adjustment
Balance, December 31,
2007 18,800,000 18,800 1,566,300
Acquisition of
Energy One 14,839,000 14,839 (1,928,421)
Stock rescinded for auto
glass operations (1,666,667) (1,667) (248,333)
Net gain for the twelve months ended
December 31, 2008
Foreign currency translation adjustment
Balance, December
31, 2008 31,972,333 $31,972 $(610,454)
Treasury Retained
Stock Earnings
(Deficit)
Balance, December 31, 2006 (1,950) 52,026
Treasury stock 1,950
Stock issued for services rendered on
May 10, 2007 @ $0.28 per share
Stock issued for bonuses for on
May 10, 2007 @ $0.28 per share
Stock issued for services rendered on
June 1, 2007 @ $0.07 per share
Stock issued for services for on
July 3, 2007 @ $0.27 per share
Stock issued for bonuses for on
July 10, 2007 @ $0.25 per share
Stock issued for consulting services
on July 10, 2007 @ $0.25 per share
Net income for the year ended
December 31, 2007 (1,616,794p0
Foreign currency translation adjustment (19,924)
Balance, December 31, 2007 - (1,584,692)
Acquisition of Energy One
Stock rescinded for auto glass operations
Net gain for the twelve months ended
December 31, 2008 148,883
Foreign currency translation adjustment
Balance, December 31, 2008 $- $(1,435,810)
Foreign
Curreny
Translation Total
Balance, December 31, 2006 1,421 51,697
Treasury stock
Stock issued for services rendered on
May 10, 2007 @ $0.28 per share 322,000
Stock issued for bonuses for on
May 10, 2007 @ $0.28 per share 343,000
Stock issued for services rendered on
June 1, 2007 @ $0.07 per share 227,500
Stock issued for services for on
July 3, 2007 @ $0.27 per share 8,100
Stock issued for bonuses for on
July 10, 2007 @ $0.25 per share 346,250
Stock issued for consulting services
on July 10, 2007 @ $0.25 per share 340,000
Net income for the year ended
December 31, 2007 (1,616,794)
Foreign currency translation
adjustment 16,112 (3,812)
Balance, December 31, 2007 17,533 17,941
Acquisition of Energy One (1,913,582)
Stock rescinded for auto
glass operations (250,000)
Net gain for the twelve months ended
December 31, 2008 148,883
Foreign currency translation
adjustment 182,552 182,552
Balance, December 31, 2008 $200,086 $(1,814,206)
CAL ALTA AUTO GLASS INC.
Consolidated Statement of Cash Flows
Year Ended Year Ended
Ended Ended
December 31, December 31,
2008 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 148,883 $(1,616,794)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation &
amortization expense - 400
Common stock issued
for services - 897,600
Common stock issued
to employees - 689,250
(2,163,582)
Change in assets and
liabilities
(Increase) decrease
in accounts receivable (10,861) 26,558
(Increase) decrease
in recoverable tax (191,472)
(Increase) decrease
in inventory - (243)
(Increase) decrease
in prepaid expenses - 3,730
(Increase) decrease
in deposit (78,228) (3,676)
Increase (decrease)
in accounts payable 638,723 16,887
Increase (decrease)
in accounts payable
- - related party - 216,090
Increase (decrease)
in accrued expense
- related party (129,056) -
Increase (decrease)
in accrued expense 15,000 -
Increase (decrease)
in taxes payable (5,744) (5,322)
Increase (decrease)
in income taxes payable (6,422) 6,422
Net cash provided (used)
by operating activities (1,782,759) 230,902
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase fixed assets (1,999,242) -
(Increase) decrease in deposit - (1,817)
Change in loan receivable
- - related party - (246,468)
Net cash provided (used)
by investing activities (1,999,242) (248,285)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in
bank overdraft - (32,799)
Loans payable 1,140,684 127,106
Increase in (repayment)
of capital leases 852,594 -
Increase (decrease) in
due to related parties 1,333,735 -
Convertible debentures 199,325 -
Net cash provided (used)
by financing activities 3,526,338 94,307
Effect of exchange rate
changes on cash 182,553 (3,814)
Net increase (decrease) in cash (73,110) 73,110
Cash at beginning of year 73,110 -
Cash at end of year $ - $ 73,110
Supplemental cash flows disclosures:
Cash paid during year
for interest $ 1,268 $ 1,470
Cash paid during year
for income taxes $ - $ -
Supplemental schedule of non-cash flows activities:
Common stock issued
for services $ - $ 5,790,000
Common stock issued
in acquisition $ 14,839,000 $ -
Common stock issued
for bonus $ - $ 2,610,000
NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS
OPERATIONS
Cal Alta Auto Glass, Inc., (the Company) formerly
International Sports Marketing Group, Inc., was
incorporated October 14, 1999. Cal Alta Auto Glass,
Ltd., of Canada was incorporated under the laws of
Alberta, Canada B.C., to operate businesses in the auto
glass industry.
On November 25, 2003 the Company entered into a reverse
merger pursuant to Rule 368 (a)(1)(B) of the Internal
Revenue Code of 1986 as amended. Whereas, International
Sports Marketing Group, Inc. acquired 100% of the
common stock of Cal Alta Auto Glass, Ltd., a Canadian
corporation, for 8,500,000 shares of common stock.
International Sports Marketing Group, Inc. changed its
name to Cal Alta Auto Glass, Inc. Cal Alta Auto Glass,
Ltd. (Canadian Co.), is the predecessor due to a reverse
merger. The Company is a holding company.
Due to the reverse merger, Cal Alta Auto Glass, Ltd.,
became the subsidiary holding company of the Company.
The underlying reason for the merger was the belief that
company gain "public" status in the US, in order to
obtain the ability to conduct secondary financing to
implement the full business plan of the Company.
On December 30, 2008 the Company acquired Energy One
Resource Services, Inc. (a Canadian Corporation). On
December 30, the Company completed its share exchange
agreement with publically listed Cal Alta Auto Glass, Inc.
Energy One Resource Services, Inc. (the Company) intends
to acquire and operate oilfield service companies.
Currently, through its subsidiary, 1102217 Albert ltd
(Operating as Remote Rentals), the Company provides
companies in the oil and gas industry with complete,
customized, turnkey operations for camp and catering
services. This service includes camp rental and leasing
and, once a camp is operating, related services and
maintenance. The Company plans to increase market share by
acquiring other operators and/or increasing the number of
camps it owns and operates through capital investment.
Effective December 31, 2008, we sold the auto glass operations
to Mr. Frank Aiello our former President. Mr. Aiello returned
1,666,667 shares of common stock to the company in exchange
for all the assets and liabilities of the Canadian auto glass s
subsidiary.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Consolidation
The consolidated financial statements take into effect the
financial position and the results of operations of Energy One
Resources Inc., and 1102217 Alberta Ltd. d/b/a Remote Rentals.
The balance sheets have been presented in consolidated form for
both December 31, 2008 and December 31, 2007. All significant
inter-company sales and cost of sales have been eliminated.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Basis of Accounting
The Company policy is to use the accrual method of accounting and
to prepare and present financial statements in accordance with
generally accepted accounting principles.
c. Basic Earnings per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per
Share", which specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for
entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the
presentation of basic earnings (loss) per share and diluted
earnings (loss) per share. Basic net loss per share amounts is
computed by dividing the net loss by the weighted average number
of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive
items in the Company.
d. Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company
considers all investments with maturity of three months or less
to be cash equivalents.
e. Consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its subsidiary. Significant inter-
company accounts and transactions have been eliminated in
consolidation.
f. Commitments and Contingencies
The Company does not have any commitments or contingencies.
g. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. In
accordance with FASB 16 all adjustments are normal and recurring.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
h. Allowance for Doubtful Accounts
Trade accounts receivable are stated net of an allowance for
doubtful accounts. The Company records an allowance and adjusts
it periodically based on its review of total receivables, the age
of past due accounts and an assessment of the customers' ability
to pay. The allowance for doubtful accounts was $197,216 for the
year ended December 31, 2008.
i. Property and Equipment/ Depreciation
Property and equipment are recorded at cost. Minor additions and
renewals are expensed in the year incurred. Major additions and
renewals are capitalized and depreciated over their estimated
useful lives. Depreciation and amortization is calculated using
straight-line method for accounting purposes and accelerated
method for income tax purposes; five years for vehicles and
equipment and seven years for office furniture. Total
depreciation for the year ended December 31, 2008 and 2007 was $0
and $400, respectively.
j. Revenue Recognition
The Company recognizes revenue from the rental of trailers for
temporary housing, kitchens, and other uses at the date the
rental period is complete, or at least monthly.
The Company recognizes rental revenue when the following
conditions exist:
Persuasive evidence of an arrangement exists between a
customer and the Company (a written and accepted
estimate).
Delivery has occurred or services have been rendered,
(job or services for customer(s) has been completed and
accepted).
The Company's price to the customer is fixed or
determinable (and accepted).
Collectibility is reasonably assured.
For most customers paying the criteria above are satisfied via
the customer signing a contract, the Company delivering the
rented equipment, and the Company billing for a rental cycle,
which is normally monthly. Collectibility is reasonably assured
due to initially working out the payment terms as described above
in a written contract before rendering services.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
k. Income Taxes
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net
operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets
and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Realization of deferred tax assets is dependent upon sufficient
future taxable income during the period that deductible temporary
differences and carryforwards are expected to be available to
reduce taxable income. Income tax returns are reported to Canada
and United States as required by regulatory agencies.
l. GST Receivable & Payable
GST payable represents sales taxes that are owed by the Canadian
operations to the local governments. GST tax receivable is tax
credit that the Canandian Company receives when the Company pays
GST tax during normal opearations. For presentation purposes these
amounts have been netted out. As of December 31, 2008 and 2007, the
Company owed $-0- and $5,744 GST payable, respectively. As of
Dcecember 31, 2008 and 2007, the Company had a GST tax receivable
of $193,001 and $1,529, respectively.
m. New Accounting Pronouncements:
In May 2008, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts-and interpretation of FASB Statement No. 60".
SFAS No. 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This
statement also requires expanded disclosures about financial
guarantee insurance contracts. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the
Company's consolidated financial position, or their consolidated
statements of operations, or consolidated cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS
No. 162 will become effective 60 days after the SEC approves the
PCAOB's amendments to AU Section 411 of the AICPA Professional
Standards. SFAS No. 162 has no effect on the Company's
consolidated financial position, consolidated statements of
operations, or consolidated cash flows at this time.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for
under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This
Statement is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with
early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of
their consolidated operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB)
No. 110 regarding the use of a "simplified" method, as discussed in
SAB No. 107 (SAB 107), in developing an estimate of expected term
of "plain vanilla" share options in accordance with SFAS No. 123
(R), Share-Based Payment. In particular, the staff indicated in
SAB 107 that it will accept a company's election to use the
simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed
external information about employee exercise behavior (e.g.,
employee exercise patterns by industry and/or other categories of
companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after
December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will
continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently
uses the simplified method for "plain vanilla" share options and
warrants, and will assess the impact of SAB 110 for fiscal year
2009. It is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or
cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB
No. 51. This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in
the consolidated entity that should be reported as equity in the
consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed.
So-called minority interests were reported in the consolidated
statement of financial position as liabilities or in the mezzanine
section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is
effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that
is, January 1, 2009, for entities with calendar year-ends). Earlier
adoption is prohibited. The effective date of this statement is the
same as that of the related Statement 141 (revised 2007). The
Company will adopt this Statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash
flows.
NOTE 3. DISCONTINUED OPERATIONS
The Company has discontinued its Auto Glass Business. In
accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", we have determined that we have
complied with the provisions of SFAS No. 144 at December 31, 2008
with respect to the classification of the operations of the Auto
Glass Business as a discontinued operation. All remaining
assets have either been assigned to the third party investors to
collect directly from the attorneys that they advanced funds to,
or were part of a settlement. The Company will continue to
account for all Auto Glass Business as a discontinued operation
at December 31, 2008, and the assets and liabilities of the Auto
Glass Business have been classified accordingly. All revenues
and expenses associated with the Auto Glass Business have been
reclassified and the net amount reported on its Consolidated
Statement of Operations as Loss from Discontinued Operations.
There was a gain (loss) from discontinued operation of $163,883
and $(29,944) for the years ended December 31, 2008 and 2007,
respectively.
Cal Alta Auto Glass, Ltd. sells and installs auto glass products
through two Calgary based outlets. Cal Alta Auto Glass, Ltd.
replaces and repairs windshields of all domestic and foreign
vehicles and to a lesser degree, other types of auto glass.
Additionally, flat glass for non-auto related applications
such as furniture, mirrors, greenhouses, etc., is also sold.
NOTE 4. ACCOUNTS RECEIVABLE
The allowance for doubtful accounts included amounts, which are
currently under litigation. These amounts have been included in
bad debts in the December 31, 2008 and 2007 financial statements.
Discontinued
Operations
December 31, 2008 December 31, 2007
Accounts receivable
$ 214,350 $ 54,418
Allowance for
doubtful accounts
(197,216) (48,144)
Accounts receivable,
net
$ 17,134 $ 6,273
NOTE 5. SECURITY / TENDER DEPOSITS
The deposit on camp buildings totals $ 82,663; which management
is currently attempting to recover. This amount has not been
included in bad debts in the financial statements and the
recovery is under litigation.
December 31,
2008
Deposits on camp
buildings
$ 82,663
Vehicle deposits
-0-
Total Deposits
$ 82,663
NOTE 6. EQUIPMENT
Components of property and equipment include the following as of:
Estimated December 31, 2008
Useful Life
Cost:
Camp facilities 5-10 years $ 1,920,976
Motor vehicles 5-7 years 530,529
Shop equipment 5-10 years 94,719
Office equipment 5-7 years 23,993
Leasehold
improvements 5-10 years 75,929
Computer
equipment 5-7 years 6,880
Subtotal $ 2,653,027
Accumulated Dep. (642,572)
Net $ 2,010,455
Included in capital assets are capitalized expenditures in the
amount of $177,826 in camp facilities for the construction of a 5
unit kitchen and recreation room, and $47,950 in leasehold
improvements for the Grimshaw shop which have not yet been fully
allocated to the appropriate income statement accounts. These
adjustments have been included as a reduction of expenses on the
income statement and the capitalized expenditure account. Total
depreciation for the year ended December 31, 2008 was $365,053.
NOTE 6. EQUIPMENT (CONTINUED)
Components of property and equipment for the discontinued
operations include the following:
Discontinued
Operations
December 31,
2007
Office Equipment $ 28,543
Automobile 0
Total Office Equip. &
Automobile 28,543
Accumulated
Depreciation (17,330)
Net Property and
Equipment $ 11,213
NOTE 7. DUE TO RELATED PARTIES
December 31,
2008
Mark Naylor $ 93,906
Brent Herzog 196,468
Kirk Reed 241,572
Monica Sheridan 64,126
Gary Parenteau 2,614
Rick Quiney 4,979
Various other
individuals 383,152
$ 1,203,552
The loans from Mark Naylor and Brent Herzog call for interest
based on the Royal Bank of Canada prime rate (PR) plus 1%.
Interest was accrued for these two notes at 7.08%. The amounts
due to the other shareholders are non-interest bearing, and none
of the loans have repayment terms.
NOTE 8. LONG-TERM DEBT (Capital Leases)
2008
Finance contract bearing interest at 16.52 %
per annum, repayable in monthly blended
payments of $3,982 (CAN). The contract
matures on June 6, 2010 and is secured by
specific camp facilities equipment.
330,839
Finance contract bearing interest at 14.6 %
per annum, repayable in monthly blended
payments of $9,477 (CAN). The contract matures
on October 10, 2008, and is secured by
specific camp facilities equipment.
263,087
Finance contract bearing interest at 18 % per
annum, repayable in monthly blended payments
of $6,628 (CAN). The contract matures on
November 3, 2012, and is secured by specific
camp facilities.
192,525
Finance contract bearing interest at 14.66 %
per annum, repayable in monthly blended
payments of $6,514 (CAN). The contract matures
on July 15, 2015, and is secured by specific
camp facilities.
169,386
Finance contract bearing interest at 14 % per
annum, repayable in monthly blended payments
of $2,573 (CAN). The contract matures on
August 25, 2011, and is secured by specific
automotive equipment.
58,882
Finance contract bearing interest at 13.6% per
annum, repayable in monthly blended payments
of $4,221 (CAN). The loan matures on November
30, 2010 and is secured by specific camp
facilities.
56,025
Finance contract bearing interest at 11.37 %
per annum, repayable in monthly blended
payments of $1,617 (CAN). The contract
matures on November 30, 2010 and is secured by
specific camp facilities.
42,305
Finance contract bearing interest at 14.85 %
per annum, repayable in monthly blended
payments of $1,617 (CAN). The loan matures on
September 20, 2011 and is secured by specific
automotive equipment.
27,635
TOTAL $ 1,140,684
Short-Term Portion 381,339
Long-Term Portion 759,345
Finance contracts are currently in default as the companies have
not been meeting their repayment schedule. Certain lenders are
demanding immediate repayment of their contracts.
NOTE 9. CONVERTIBLE DEBENTURE
The Company currently has $199,325 in outstanding debentures that
were issued during the fiscal year ended December 31, 2008. The
debenture contracts call for interest of 10% per annum payable
annually in arrears with the first payment due on December 31,
2007. Interest payments are due annually on December 31 and the
holders can convert at any time up to and including this date.
The conversion rate is as follows: $0.80 per share if converted
on or before December 31, 2007; and $1.10 per share if converted
at any time after that. The maturity date of the debentures is
February 28, 2009.
NOTE 10. INCOME TAXES
Net operating losses expire twenty years from the date the loss
was incurred for US tax purposes. No portion of the valuation
allowance will be allocated to reduce goodwill or other non-
current intangible asset of an acquired entity. There are no
temporary differences or carry-forward tax effects that would
significantly affect the Company's deferred tax asset.
At December 31, 2008 the Company has a $ 1,435,810 operating loss
carry-forward for tax purposes.
Utilization of the net operating losses and credit carry-forwards
may be subject to a substantial annual limitation due to the
"change in ownership" provisions of the Internal Revenue Code of
1986. The annual limitation may result in the expiration of net
operating losses and credits before utilization. None of the
valuation allowance recognized was allocated to reduce goodwill
or other non-current intangible assets of an acquired entity or
directly to capital.
The operating loss carry-forward is for Canadian tax purposes
through its subsidiary. The tax benefits resulting for the
purposes have been estimated as follows:
Loss carryforward at December 31, 2008 $ 1,435,810
Deferred tax benefit 488,175
Valuation allowance (488,175)
Net income tax benefit $ -0-
The net operating loss expires ten years from the date the loss
was incurred for Canadian tax purposes. Income tax returns are
reported to Canada and United States as required by the
regulatory agencies.
NOTE 11. OPERATING LEASES
The Company conducts its administrative activities out of
facilities that are leased under a five-year non-cancelable
operating lease expiring in 2009. The lease contains a renewal
option for an additional five-year period. Future minimum rental
payments due under the lease are as follows:
Year Ending December 31, Amount
2009 12,000
$ 12,000
NOTE 12. FOREIGN CURRENCY TRANSLATION
Accounting for Cal Alta Auto Glass, Ltd. is conducted in Canadian
currency. As per our audit we convert figures on a period basis
in accordance with FASB # 52. The functional currency is in
Canadian currency. The Companies balance sheets as of December
31, 2008 and 2007 were translated at their period ended rate of
..81830 and 1.01940, (Canadian currency to US currency)
respectively. Statements of operations and cash flows were
reported on the weighted average for the twelve months ended
December 31, 2008 and 2007 as required by FASB # 52. The weighted
average for the year ended December 31, 2008 and 2007 were
0.94410 and .93565, (Canadian currency to US currency)
respectively.
NOTE 13. RELATED PARTY TRANSACTIONS
Cal Alta owed Westcan Auto Glass Supplies, Inc. (a related party)
accounts payable of $216,090 as of December 31, 2007, for auto
glassand related products.
FAA Enterprises (a related party) owed the Company a loan
receivable of $346,918 and as of December 31, 2007.
FAA Enterprises and Westcan Autoglass Supplies, Inc. are owned
100% by Frank Aiello, the Company's president.
Cal-Alta Auto Glass, Ltd has a note payable due to Frank Aiello,
the President of the Company. As of December 31, 2007 of
$129,056. Included in the 2007 balance was a management fee
payable to Mr. Aiello of approximately $107,900.
Mr. Frank Aiello our former President retired 1,666,667 shares of
common stock to reacquire the Cal Alta Auto Glass operation. The
stock retired by Mr. Aiello a related party was in agreement that
with the acquisition of Energy One the Company would focus on
oilfield services. Mr Aiello acquired the assets and liabilities
of Cal Alta Auto Glass (Canada).
NOTE 14. COMMON STOCK
Transactions, other than employees' stock issuance, are in
accordance with paragraph 7 of SFAS 123(R). These transactions
are measured either by the fair value of the equity instruments
issued or by the fair value of the goods or services received,
whichever is more reliably measurable.
Transactions with employees' stock issuance are in accordance
with paragraphs (16-44) of SFAS 123(R). The cost of services
received from employees in exchange for awards of share-based
compensation generally shall be measured based on the grant-date-
fair value of the equity instruments issued or on the fair value
of the liablilities incurred.
NOTE 14. COMMON STOCK (CONTINUED)
In September 2006 the Company repurchased 195,000 shares of stock
at $0.01.
On May 10, 2007 the Company issued 1,150,000 shares of common
stock for services rendered @ $0.28 per share.
On May 10, 2007 the Company issued 1,225,000 shares of common
stock for employee bonus @ $0.28 per share.
On June 1, 2007 the Company issued 3,250,100 shares of common
stock for services rendered @ $0.07 per share.
On July 3, 2007 the Company issued 30,000 shares of common stock
for services @ $0.27 per share.
On July 10, 2007 the Company issued 1,385,000 shares of common
stock for employee bonus @ $0.25 per share.
On July 10, 2007 the Company issued 1,360,000 shares of common
stock for consulting services @ $0.25 per share.
On December 31, 2008 the Company issued 14,839,000 shares of
common stock in the reorganization with Energy One.
On December 31, 2008 the Company recinded 1,666,667 shares of
common stock in an agreement to remove the assets and liabilities
of Cal Alta Auto Glass (Canada).
As of December 31, 2008 there were 31,972,333 shares of common
stock outstanding.
NOTE 15. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the
following classes of capital stock as of December 31, 2008:
Preferred stock, $ 0.001 par value: 10,000,000 shares
authorized; 0 shares issued and outstanding.
Common stock, $ 0.001 par value: 250,000,000 shares
authorized; 31,972,333 shares issued and outstanding.
The Company has approved two stock option plans, an Incentive
Stock Option Plan and a Non-qualified Stock Option Plan. Both
plans are available to officers, directors and key employees of
the Company. Each plan allows for the purchase of up to 500,000
shares of common stock of the Company.
NOTE 15. STOCKHOLDERS' EQUITY (CONTINUED)
On May 10, 2007, the Company issued 1,225,000 to employees under
the non-qualified stock option plan. Stock was issued @ $0.28
per share for a total of $343,000. On July 10, 2007 the Company
issued 1,385,000 shares to employees under the non-qualified
stock option plan. Stock was issued @ $0.25 per share for a
total of $346,250. Accordingly, the Company recorded $689,250 as
expense for the year ended December 31, 2007, with a
corresponding credit to common stock and additional paid in
capital.
NOTE 16. GOING CONCERN
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The Company generated a net gain of $148,883 during
the year ended December 31, 2008. The Company's retained deficit
as of December 31, 2008 is $1,435,810. This condition raises
substantial doubt about the Company's ability to continue as a
going concern. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain
additional financing as may be required and ultimately to attain
profitability. The consolidated financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Management plans to raise additional funds through debt or equity
offerings. Management has yet to decide what type of offering the
Company will use or how much capital the Company will raise.
There is no guarantee that the Company will be able to raise any
capital through any type of offerings.
SIGNATURES
Pursuant to the requirements of section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant caused this
Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CAL ALTA AUTO GLASS, INC.
Dated: April 14, 2009
By:
/s/ Kirk R. Reed
Kirk R. Reed,
President, Chief Executive Officer /
Chief Accounting Officer and
Director
Pursuant to the requirements of the Securities and Exchange
Act of 1934, this Report has been signed by the following
persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Name
Position
Date
/s/ Kirk R. Reed
Kirk R. Reed
President, Chief Executive
Officer / Chief Accounting
Officer and Director
April 14,
2009