October 19, 2005
Mail Stop 6010
Brent Sheppard
Olympic Weddings International, Inc.
CSC Services of Nevada, Inc.
502 East John Street
Carson City, Nevada 89706
Re: Olympic Weddings International, Inc.
Registration Statement on Form SB-2
Filed September 27, 2005
File No. 333-128614
Dear Mr. Sheppard:
We have the following comments to your filing. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Risk Factors, page 6
1. Please tell us whether you plan to register you securities
under
Section 12 of the Exchange Act. If you do not, please add a risk
fact to explain the effects of the automatic suspension under
Section
15(d) and the inapplicability of the proxy rules and Section 16 of
the Exchange Act.
2. Please add a risk factor to discuss risks associated with the
size
of the common stock holdings of the directors and officers.
Broker-dealers may be discouraged from effecting transactions...,
page 7
3. Tell us the basis for your statement in the second paragraph on
page 8 regarding the exemption from the penny stock rules for
individual accredited investors.
Plan of Distribution, page 11
4. Please expand your disclose to explain how you intend to find
purchasers for your shares. For example, do you intend to use the
Internet? If so, explain to us in detail how you will ensure that
your electronic distribution procedures are consistent with
Section 5
of the Securities Act.
5. We note your reference to subscriptions in your document, like
here and on page 6. Please file all subscription documents as
exhibits. Also clarify when investors will become shareholders of
your company.
The Market, page 16
6. We note your references to Internet addresses. Please see
footnotes 41-43 and the related text of SEC Release 33-7856 (April
28, 2000) regarding your responsibility for hyperlinked
information
and the related filing requirements.
Competition and Competitive Strategy, page 17
7. Please discuss your competition from companies that may provide
components of the services you provide, including wedding planners
and travel agencies.
8. With a view toward disclosure, please tell us whether Watabe
has
protected any aspects of its business model and whether your
operations would violate Watabe`s rights. Also tell us whether
Mr.
Sheppard has any non-competition or related obligations to Watabe.
Certain Relationships and Related Transactions, page 22
9. Please confirm the date of the issuance of stock to Mr.
Sheppard,
as November 9, 2005 has not yet occurred.
10. Please confirm the amounts issued to Mr. Sheppard, Mr. Wallace
and Mr. Pierson as the amounts do not add up to 2,700,000 shares.
Other Expenses, page 26
11. It appears that you have not planned to spend any money for
compliance with state securities laws. Please tell us how this
offering will be conducted consistent with such laws.
Signatures
12. Your principal executive officer, principal financial officer,
and controller or principal accounting officer should sign in
those
capacities below the second paragraph of text required on the
signature page.
Financial Statements, page F-1
13. We note that you were formed on November 9, 2004 and that your
fiscal year ended on April 30, 2005. We also note that you have
provided audited financial statements as of April 30, 2005 and
unaudited financial statements as of July 31, 2005. Item 310(a)
of
Regulation S-B requires issuers to provide audited financial
statements as of a date within 135 days of the initial filing date
if
the issuer has been in existence less than one year. Please amend
the filing to provide audited financial statements as of a date
within 135 days of your amended Form SB-2.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact David Burton at (202) 551-3626 or in his
absence, Kevin Vaughn at (202) 551-3643 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 551-3637 or me at (202)-551-
3617
with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
cc: W. Scott Lawler, Esq.