January 9, 2006
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.
Amendment No. 2 to Registration Statement on Form SB-2
Filed December 28, 2005
File No. 333-128614
Dear Mr. Sheppard:
We have reviewed your filing and have the following
comments.
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
Since Olympic does not currently plan on registering this
offering...
page 7
1. Please explain in detail why you believe that obtaining
approval
on the OTC/BB would facilitate resale under applicable state
securities laws and regulations.
2. Please clarify whether you will be conducting any portion of
the
offering in the United States.
3.
If your "friends, family members and business acquaintances" will
purchase shares from you in this offering and resell them in the
U.S., it appears that those people may be underwriters as defined
by
section 2(a)(11) of the Securities Act. Therefore:
* since sales of the shares by such underwriters are not be
eligible
for the registration exemption provided by section 4(1) of the
Securities Act, it appears that you must file a registration
statement covering the sales by those underwriters, identifying
them
as selling stockholders.
* since your stock is not a covered security as defined by section
18(b)(4) of the Act, it remains unclear how you are complying with
state securities laws.
Expenses, page 21
4. From your response to prior comment 2, it remains unclear why
you
have filed a registration statement under the Securities Act at
this
time. Please expand your response to analyze the filing
requirement
and cite with specificity the rules on which you rely.
Financial statements
5. Please revise your filing to include unaudited interim
financial
statements as of a date within 135 days of the filing of your
amendment as required by Item 310(b) of Regulation S-B.
Balance Sheets, page F-3
6. The asset section of the July 31, 2005 balance sheet does not
foot
properly. Please revise to correct. In addition, please also
revise
to include labels for "total assets", "total stockholders` equity"
and "total liabilities and stockholders` equity".
Notes to Financial Statements
7. Please revise the filing to renumber the notes to the financial
statements after Note 2 to begin with "Note 3" for Basis of
Presentation - Going Concern and number in succession thereafter.
Note 1. Common Stock, page F-9
8. It appears that the total number of common shares issued on
April
22, 2005 should be 2,300,000 rather than the 1,300,000 shown.
Please
revise to correct.
Undertakings, page 27
9. We note your revisions in response to prior comment 4. Please
tell us why you have not provided the undertakings required by
Regulation S-B Item 512(g).
Signatures
10. When a registration statement is signed for the issuer by
power
of attorney, you must file a certified copy of a resolution of the
board of directions authorizing such signature. See Regulation S-
B
Item 601(b)(24).
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.