SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

June 10, 2010

Robert Heckes, Chief Executive Officer PhotoAmigo, Inc. 924 Olive Street Santa Barbara, CA  93101
Re: PhotoAmigo, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed May 20, 2010
  File No. 333-164633

Dear Mr. Heckes:

We have reviewed your amended filing a nd response letter and have the following
comments.  Please note that references to pr ior comments refer to our comment letter dated
March 1, 2010.  General

1. In future response letters, pl ease reproduce the staff’s comments before the applicable
response, for ease of review.  In additi on, to the extent you revise your filing in
response to a staff comment, please specify in your response letter the page number(s)
in the filing where you have made  the applicable revision(s).
2. We re-issue prior comment 1.  The page c ontaining the statement regarding dealer
prospectus delivery obligations, which states that it is the outside back cover of the
prospectus, continues to be located before the financial statements in your filing.  As
previously requested, please re-order your fi ling to provide the financial statements
before the outside back cover page of the prospectus, as the financial statements are
required to be included in Part I of the regi stration statement.  See Item 11(b) of Form
S-1.  Please also supplementally confirm, if  accurate, that the prospectus that you
intend to distribute in connection with this offering will include the financial
statements.
3. We note the risk factor disclosure provid ed in response to prior comment 4 with
respect to the determination of the offering price.  Please also provide a separately-
captioned section in your filing providing the disclosure called for by Item 505(a) of Regulation S-K.

Mr. Robert Heckes
PhotoAmigo, Inc. June 10, 2010 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 10
 General

4. Please provide a discussion of the company’ s results of operations for all periods
covered by the financial statements requi red to be provided in your registration
statement.  See Item 303(a)(3) of Regulati on S-K.  In this regard, we note that
although you discuss your resu lts of operations for the si x months ended January 31,
2010, compared to the six months ended January 31, 2009, you do not appear to discuss your results of operations for the fiscal years ended July 31, 2009 and July 31,
2008.  Please revise.
 Related Party and Other Mate rial Transactions, page 21

5. We note your revised disclosure on page 17 that Mr. Heckes may be deemed a
promoter of the company.  In your discus sion of related-party transactions, as
previously requested in prior comment 18, please provide the complete disclosure
called for by 404(c) and (d)(2) and Item 401( g) of Regulation S-K with respect to
your promoter, including information regardi ng assets acquired by the registrant from
the promoter called for by Item 404(c)(1)(ii ).  In this regard, we again note the
disclosure on page F-10 of your financial statements rela ting to assets acquired by the
registrant from its founder.
6. We note the disclosure you have added re garding cash advances made by your sole
executive officer to the company.  You provide the aggregate amount of cash
advances received for the six months ended January 31, 2010, as well as the
outstanding balance on this indebtedness as  of January 31, 2010.  However, Item
404(d)(1) and Instruction 2 to Item 404(d) of Regulation S-K require disclosure of
related-party transactions for your last tw o fiscal years and th e subsequent period.
Accordingly, please revise to  provide all require d disclosure with respect to this
related-party indebtedness, in cluding, as examples only, the largest aggregate amount
of principal outstanding duri ng your period for which disclo sure is provided, as well
as the amount outstanding as of the latest practicable date.  S ee Item 404(a)(5) and
refer to prior comment 19.

Mr. Robert Heckes
PhotoAmigo, Inc. June 10, 2010 Page 3  Financial Statements

 Note 7.  Subsequent Events, page F-22

7. Revise to disclose the date through which subsequent events have been evaluated
pursuant to ASC 855-10-50-1.
 Signatures, page II-6

8. We re-issue prior comment 26.  In addition to  having an authorized individual sign on
behalf of the registrant, as you appear to have done, you are also required to have the
registration statement signed separately by your principal executiv e officer, principal
financial officer, principal accounting officer  and sole director in his individual
capacity beneath the following language set fo rth in the Signatures section of Form
S-1:  “Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following pe rsons in the capacities and on the dates
indicated.”  Indicate beneath his signature each capacity in which he signs the filing.
See the Signatures section of  Form S-1, including Instru ctions 1 and 2 thereto, and
revise accordingly.

You may contact Megan Akst at (202) 551-3407 or me at (202) 551-3499 if you have
questions or comments on the financial statem ents and related matters.  Please contact
Katherine Wray at (202) 551-3483 or Mark P. Shuman, Branch Chief – Legal, at (202) 551-
3462 with any other questions.   You may contact  Barbara C. Jacobs, Assistant Director, at
(202) 551-3735 if you thereaf ter require assistance.
            S i n c e r e l y ,
Kathleen Collins Accounting Branch Chief
   cc:  Via facsimile at (303) 770-7257

 Gary A. Agron, Esq.