SecProbe.io

Mail Stop 4561
March 1, 2010
 Robert Heckes, Chief Executive Officer PhotoAmigo, Inc. 924 Olive Street Santa Barbara, CA  93101
Re: PhotoAmigo, Inc.
  Registration Statement on Form S-1
Filed February 2, 2010
  File No. 333-164633

Dear Mr. Heckes:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note that the statement regarding dealer  prospectus delivery obligations called
for by Item 502(b) of Regulation S-K is currently located before the financial
statements in your filing.  Please re-order your filing to provide this statement on the outside back cover page of the prospectus, which should come after the financial statements, which are required to be included in Part I of the registration
statement.  See Item 11(b) of Form S-1.  We note in this regard that your table of
contents on page i appropriat ely indicates that the fina ncial statements will be
included in the prospectus.

Prospectus Cover Page

2. You disclose that the offering will be made  “initially at $.50 per share and then at
prevailing market prices of privately negotiated prices.”   This statement does not

Mr. Robert Heckes
PhotoAmigo, Inc. March 1, 2010 Page 2
describe the applicable offering price with  clarity.  Please revise to clarify, if
accurate, that the shares will be offered at the fixed price until such time, if ever, that your shares are the subj ect of quotations on the bul letin board, at which point
the shares will be offered at prevailing market prices or privately-negotiated prices.
3. We note the following disclosure:  “We inte nd to apply to list our common shares
for quotation on the Electronic Bulletin  Board but cannot assure that our
application will be accepted by the Bulletin Board.”  Please revise to identify the particular electronic quotation system on which you intend to seek to have your
shares of common stock quoted, using th e name the quotation service uses to
identify itself.  If you intend to seek to have your common stock quoted on the
OTC Bulletin Board, please also revise your filing to reflect that only authorized
market makers (as opposed to issuers) can apply to quote securities on this
service, and disclose in an appropriate part of your filing th e steps, if any, you
have taken to have a market maker sponsor the company’s common stock for
quotation on the OTC Bulletin Board.  In addition, please avoid stating that you or
the market maker may be applying “t o list” your common shares, as such
terminology could be read to suggest that the company intends to apply for listing on a national securities exchange.
4. Further to the above comment, we are unable to locate in your filing the disclosure called for by Item 505 with resp ect to the determination of the offering
price.  Please revise your f iling to provide this inform ation, or advise.  If your
fixed, initial offering price has been determined arbitrarily, please provide
appropriate risk factor disclosure indi cating that the offering price bears no
relationship to any measure of your financial condition or other customary investment criteria.
 Summary, page 1

5. Please expand your summary to disclose that you are a development stage company and that you have not generated revenues from your operations since your inception.  Also disclose the amount of funds necessary to conduct planned
operations for a minimum period of twelve months from the effective date of the registration statement, and the minimum time you estimate will be required to
become a revenue-generating entity.
6. Please revise your disclosure here and in Business to express clearly the status of
the company’s business.  Clarify what you have accomplished to date, and what remains to be accomplished in order for the company to begin to generate revenues.

Mr. Robert Heckes
PhotoAmigo, Inc. March 1, 2010 Page 3  Risk Factors

 General

7. Please add a risk factor addressing the ri sks associated with the absence of a
public market for your common stock and the possibility that an active market for your shares may not develop.  If applicab le and material to the company, please
also address in this section the possibility  that no market maker will be willing to
apply to quote the company’s stock on the OTC Bulletin Board.
8. We note your risk factor di sclosures on page 7 that you “may be required to seek
additional funding,” and that  your common stock “may be classified as a ‘penny
stock.’”  The effect of these and simila r disclosures throughout the filing is to
provide an unrealistically-optimistic view  of the company’s business status and
the risks it faces.  Accordingly, please re vise your risk factors to reflect that you
will be
 required to seek additional funding in order to execute on your business
plan, and that your common stock will be  classified as a pe nny stock, as appears
to be the case.  Please make conforming changes to similar disclosures throughout
the filing.
   “If we are unable to attract users to our website…,” page 3

9. This risk factors states that you have not generated “significant revenues,” and indicates that you may not “be able to maintain” your revenues.  As it appears from your financial statements and disclo sure elsewhere in the filing that the
company has not generated any
 revenues to date, please revise these and similar
disclosures throughout the filing to a void suggesting that the company has
historically generated revenues.
 “If we are not successful in increasing our number of paid members…,”

10. This risk factor refers to “increasi ng [y]our number of paid members” and
discusses that the success of the busin ess is dependent upon your ability “to
increase [y]our base of paid photo sharing members and social networking users.”  However, you disclose on page 14 that to date you have not been successful in
converting free memberships to paid member ships, and as you have not generated
any revenues, it appears that you have no pa ying members.  If this is the case,
please revise references to “increasing”  the number of paid members to avoid
suggesting that you currently have.  For example, you could instead refer to your
ability to “attract” paying members or to convert free memberships into paid ones.

Mr. Robert Heckes
PhotoAmigo, Inc. March 1, 2010 Page 4  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Overview of the Business, page 10

11. We note from your disclosures on page 10 that for the period from March 2006
until your incorporation, your predecessor company provided social networking
and photo sharing services to users fro m the PhoteAmigo.com website.  Please
explain further your reference to “pre decessor company.”  Tell us who the
predecessor company is, explain how you ac quired their business,  and tell us your
consideration to include predecessor financial information in this filing.

Plan of Operation, page 10
12. We note from your risk factor disclosu res on page 3 that the success of your
business depends upon your ability to increa se your base of paid photo sharing
members and social networking users, whic h is further dependent on your ability
to attract users to your website.  In addition, your disclosures on page 5 indicate
that the number of members assessing your services will have a direct impact on
your results of operations and key business me trics.  Please revise to disclose the
number of users (both paid, if any, and unpaid) that used your services for each
period presented.  We refer you to SEC Release 33-8350 and Section to III.D of
SEC Release 33-6835 for guidance.

Liquidity and Capital Resources, page 11
13. We note your disclosure that you have recently reduced your operating activities
so that you can conserve cash.  We note also your Part II disclo sure indicating that
the estimated costs of the offering are approximately $14,000.  Please disclose
whether management believes the compa ny has sufficient capital to meet its
capital requirements for the next twelve months.  Quantify the anticipated costs
and amount of additional capital  that will be needed, if any, in order to fund the
company’s projected operations for a minimu m of twelve months from the date of
the prospectus.  State the minimum period of time that you will be able to conduct
planned operations using currently-avail able capital resources.  Quantitative
information regarding your financial require ments is necessary to enable investors
to assess the company’s financial conditi on and the likelihood it will be able to
pursue its business plan.  See Item 303(a)(1 ) of Regulation S-K.   In addition, if
applicable, please provide prominent risk fact or disclosure that alerts investors to
the company’s capital resource deficiency, if any, and the risks that that condition
presents.
Business, page 14
 General

14. Further to comment 6 above, please provi de in Business a discussion of your
specific business plans for the next twelve months.  To the extent that your filing

Mr. Robert Heckes
PhotoAmigo, Inc. March 1, 2010 Page 5
refers to the company’s future plans, fo r example with respect to the marketing
strategies you intend to employ to attract website traffic, expand to provide meaningful discussions of the events or circumstances that may prevent the
accomplishment of such objectives.
15. Please specifically disclose the factual basis for and the context of your claims,
beliefs and opinions set forth in the regist ration statement.  You must be able to
substantiate on a reasonable basis all such claims, beliefs and opinions.   For example, please provide support for the following:
• “Our website… has grown organically to over 3,000 users;” and
• Your belief that the company’s “brand, product offering and future
enhancements will continue to attr act users and will make it a premier
destination for photo sharing.”

Management

Executive Compensation, page 17
16. You state in the first se ntence of this section that you have not paid any
compensation to executive officers or di rectors since inceptio n, but you then state
that in April 2008 you began paying your  chief executive officer $600/month.
Please reconcile these conflicting disclo sures, and note that Item 402(m) of
Regulation S-K requires disc losure of not only amounts actually paid, but also
amounts accrued, as compensation to your na med executive officer(s) for the last
fiscal year.  We note in this regard the accrued compensation amounts that appear
on your balance sheets as current liabilities and the disclosure on page F-10 that the company accrues consulting fees of $600/month as compensation for your sole executive officer.
17. Further, because you accrued compensa tion for your chief executive officer
during the company’s last fiscal year, the summary compensation table called for by Item 402(n) of Regulation S-K must be presented, covering all compensation
paid or accrued to him for the year.  Please also provide any related narrative
disclosure called for by Item 402(o).
 Related Party and Other Mate rial Transactions, page 21

18. Please clearly identify any “promoters” of your company, as defined in Rule 405 under the Securities Act of 1933 , and ensure that you provi de all the disclosure
called for by 404(d)(2) and Item 401(g) of  Regulation S-K with respect to any
promoter.  In this regard, it appears that  Mr. Heckes as a founder of the company
may be deemed a promoter.  We note al so the disclosure on page F-9 of your
financial statements relating to assets acquired by the registrant from its founder.

Mr. Robert Heckes
PhotoAmigo, Inc. March 1, 2010 Page 6  19. We note disclosure in your registrati on statement, including on pages F-9 and F-
21, relating to cash advances made by your so le executive officer to the company.
Please provide the disclosure called for by Item 404(a) of Regulation S-K with respect to this related-pa rty indebtedness of the company, or tell us why such
disclosure is not requir ed.  See Item 404(d)(a).

Where You Can Find  More Information, page 23
20. You state, “We are also required to file periodic reports with the Securities and
Exchange Commission….”  Please clarify that your SEC reporting requirements
will commence upon effectiveness of your registration statement.
21. Disclosure in this section also indica tes that you are requi red to file proxy
statements.  Unless the company registers a class of securities pursuant to Section
12 of the Securities Exchange Act of 1934, for example by filing a Form 10, it will report pursuant to Section 15(d) of the Exchange Act and accordingly will not
 be subject to the proxy rules.  Please tell us whether you intend to register a
class of securities under the Exchange Ac t in connection with  your initial public
offering on Form S-1.  If not, please revi se your disclosure here to remove
references to the company’s proxy filing obligations.  Appropriate risk factor disclosure should also be provided to alert investors to the more limited information and protections that will be available to them should the company initially be a Section 15(d) reporting company as opposed to a Section 13(d)
reporting company.

Financial Statements for the Thr ee Months Ended October 31, 2009 and 2008

 General

22. The FASB Accounting Standards Codificat ion (ASC) became effective on July 1,
2009 for interim and annual reporting periods ending after September 15, 2009.
As a result, all non-SEC accounting and fi nancial reporting standards have been
superseded.  We note that you adopted this  guidance in the quarter ended October
31, 2009.  Therefore, please revise the a pplicable references in the filing to
comply with the adoption.  For example,  on page F-7 of the filing you reference
the pre-codification literature of SAB 104 wh ich is no longer relevant in light of
the adoption of the ASC.

Note 6.  Subsequent Events, page F-10
23. We note from your disclosures in Note  6 that the company evaluated all
subsequent events through December 10, 2009, the date that your financial
statements were available for issuance.  Considering you recently filed a registration statement on Form S-1, tell us how you considered ASC 855-10-25-2

Mr. Robert Heckes
PhotoAmigo, Inc. March 1, 2010 Page 7
to evaluate the subsequent events thr ough the date the financial statements are
issued.
 Part II – Information Not Required in Prospectus

 Item 15.  Recent Sales of Unregistered Securities, page II-2

24. Please disclose the exemption(s) from registration claimed for your unregistered issuances described in paragr aphs (iii) through (vi), and briefly describe the facts
relied upon to make the exemption(s) avai lable.  See Item 701(d) of Regulation
S-K.  We note in this regard your st atement on page II-3 that the securities
issuances described in para graphs (i) and (ii) were made in reliance on Section
4(2) and/or Regulation D.   With respect to any unr egistered issuances made by
the company in reliance on Regulation D, please be advised that as of March 16,
2009, all Forms D are required to be filed electronically on EDGAR.  See Rule
503 of Regulatio