LAWLER & ASSOCIATES
a professional law corporation
41877 Enterprise Circle N., Suite 220
Temecula, California, 92592
Telephone: 951-506-8888
Facsimile: 951-506-8877
W. SCOTT LAWLER, ESQ.
Admitted in California
Friday, April 21, 2006
Via Edgar and Overnight Courier
Mail Stop 0511
United States Securities and Exchange Commission
450 Fifth Street, N.W.,
Washington, D.C. 20549
Attention: Mr. Russell Mancuso - Branch Chief
RE:
Olympic Weddings International Inc.
Registration Statement on Form SB-2/ Amendment No. 5
File Number: 333-128614
Dear Mr. Mancuso:
Please find enclosed herewith three (3) clean copies and three (3) redlined copies of Amendment No. 5 to Olympic Wedding International Inc.’s registration statement on Form SB-2/A.
Below are the comments from your comment letter regarding Olympic Weddings’ Form SB-2/A filing, each followed by Olympic’s responses thereto.
Comment
1. We note your response to our prior comment 1. Please ensure that your disclosure is consistent and accurate. For example, we note that you disclose on page 11 that the offering will close on June 30, 2006, yet your prospectus cover page says August 30, 2006.
Response
The Company has made the changes to the make it consistent and accurate.
Comment
Plan of Distribution, page 10
2. We note your response to our prior comment 2 and your statement in the prospectus that “neither the officers and directors nor anyone that is under the control of any officers or directors of Olympic Weddings will purchase any shares under this offering…” which contradicts your disclosure at the end of
that sentence that states “… and will be purchasing for their own and not with a view to distribution.” Please clarify whether these individuals will be purchasing.
Response
The Company has revised the disclosure at the end of the sentence referenced in this comment so that it does not state that the officers and directors will be purchasing any securities.
Comment
Undertakings, page 27
3. We note your response to our prior comment 4. The undertakings you have identified are not complete as required by Regulation S-B Item 512(g). Also, it appears that you have provided only part of the Item 512(f) undertaking. Please provide all the required undertakings for this transaction.
Response
The Company has revised the Undertaking section so that the last two paragraph provided therein (numbered 6 and 7) comprise the complete undertakings required by Item 512(f). The Company has also provided the entire undertaking required by Item 512(g) in paragraph number 3 of this section.
Comment
Signatures
4. We note your response to our prior comment 5, but it does not appear that the company has signed the first paragraph. Please revise. See instruction 2 to “Instructions for signatures” to Form SB-2.
Response
The Company has revised the signature block so that it is clear that Mr. Sheppard and Mr. Wallace are signing the SB-2/A on behalf of the Company.
____________________________________________________________________
Sincerely,
/s/ W. Scott Lawler
W. Scott Lawler
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