-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NAn6Xj4SKc/aajXnTxNPYm81Pi1whkMG11WtH//b2JUYotWhe+OJBtToMTOjOv2G tskakIupHxPigBeKAS5uFg== 0000000000-06-013856.txt : 20061011 0000000000-06-013856.hdr.sgml : 20061011 20060322144008 ACCESSION NUMBER: 0000000000-06-013856 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060322 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC WEDDINGS INTERNATIONAL INC CENTRAL INDEX KEY: 0001338242 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 980441869 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 1453 JOHNSTON ROAD, 71510 CITY: WHITEROCK STATE: A1 ZIP: V4B 5J5 BUSINESS PHONE: 604-605-8991 MAIL ADDRESS: STREET 1: 1453 JOHNSTON ROAD, 71510 CITY: WHITEROCK STATE: A1 ZIP: V4B 5J5 PUBLIC REFERENCE ACCESSION NUMBER: 0001044764-06-000045 LETTER 1 filename1.txt March 22, 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. 3 to Registration Statement on Form SB-2 Filed March 8, 2006 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. 1. Please update your disclosure. For example, it is unclear why your table of contents refers to selling security holders. Also, we note that your document continues to disclose that the offering will close on April 30, 2006, the same date that was included in your filing in September 2005. In this regard, if you intend that the offering will continue after transactions in your securities are quoted on the Over-the-Counter Bulletin Board, please include a prominent risk factor to indicate that the Bulletin Board may be quoting a price that is lower than the $0.10 price at which you are offering your securities. Risk Factors Since Olympic does not currently plan on registering this offering... page 7 2. We note your response to our prior comment 3 from our letter dated January 9, 2006. Please provide a detailed legal analysis of why you believe your "friends, family members and business acquaintances" will purchase shares from you in this offering and resell them in the U.S. would not be underwriters as defined by Section 2(a)(11) of the Securities Act. Please explain what protections and procedures you have in place to ensure that such purchasers would not be properly classified as underwriters. If investors in your offering will be subject to resale restrictions, please clearly explain those restrictions in your disclosure, including appropriate risk factors. Financial statements 3. Please update your financials in your next amendment 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. Undertakings, page 27 4. It is unclear where you have included the undertakings required by Regulation S-B Item 512(g). Signatures 5. It is unclear why your officers have not signed below the second paragraph in their capacities as directors; therefore, it is unclear whether the required majority of your Board of Directors has signed the registration statement in that capacity. Please see instruction 2 to "Instructions for signatures" to Form SB-2. 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. -----END PRIVACY-ENHANCED MESSAGE-----