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SEC Comment Letter for Hartford Creative Group, Inc. (HFUS) (CIK 0001482554) (HFUS) — Aug 26, 2010

Hartford Creative Group, Inc. (HFUS) (CIK 0001482554)
Date: Aug. 26, 2010 · CIK: 0001482554 · Accession: 0000000000-10-049525

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File numbers found in text: 333-164633

Referenced dates: June 10, 2010

Date
August 26, 2010
Author
Mark P. Shuman
Form
UPLOAD
Company
Hartford Creative Group, Inc. (HFUS) (CIK 0001482554)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE August 26, 2010 Robert Heckes, Chief Executive Officer PhotoAmigo, Inc. 924 Olive Street Santa Barbara, CA 93101 Re: PhotoAmigo, Inc. Amendment No. 2 to Registra tion Statement on Form S-1 Filed August 12, 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 June 10, 2010. Executive Compensation, page 17

General

1. Please update your executive compensation disclosure to provide information for PhotoAmigo’s recently-completed fiscal year ended July 31, 2010. For guidance, refer to “Interpretive Responses Regardi ng Particular Situations” Item 217.11 of our Compliance and Disclosure Interpretati ons on Regulation S-K, available at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm.

Related Party and Other Mate rial Transactions, page 21

2. As requested in prior comment 6, with resp ect to the company’s indebtedness to its sole executive officer and director, please indicate the amount outstanding as of the latest practicable date . We note in this regard that the most recent date for which you disclose the amount of this outstanding indebtedness is April 30, 2010. See Item 404(a)(5) and (d) of Regulation S-K.

Mr. Robert Heckes PhotoAmigo, Inc. August 26, 2010 Page 2 You may contact Megan Akst at (202) 551-3407 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions or comments on the financial statements and related matters. Please contac t Katherine Wray at (202) 551-3483 or me at (202) 551-3462 with any other questions. Y ou may contact Barbara C. Jacobs, Assistant Director, at (202) 551-3735 if you thereafter require assistance. S i n c e r e l y , Mark P. Shuman Branch Chief – Legal

cc: Via facsimile at (303) 770-7257

Gary A. Agron, Esq.

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

DIVISION OF
CORPORATION FINANCE

August 26, 2010
 Robert Heckes, Chief Executive Officer PhotoAmigo, Inc. 924 Olive Street Santa Barbara, CA  93101
Re: PhotoAmigo, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed August 12, 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
June 10, 2010.  Executive Compensation, page 17

 General

1. Please update your executive compensation disclosure to provide information for PhotoAmigo’s recently-completed fiscal year ended July 31, 2010.  For guidance,
refer to “Interpretive Responses Regardi ng Particular Situations” Item 217.11 of our
Compliance and Disclosure Interpretati ons on Regulation S-K, available at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm.

Related Party and Other Mate rial Transactions, page 21

2. As requested in prior comment 6, with resp ect to the company’s indebtedness to its
sole executive officer and director, please indicate the amount outstanding as of the
latest practicable date .  We note in this regard that the most recent date for which you
disclose the amount of this  outstanding indebtedness is April 30, 2010.  See Item
404(a)(5) and (d) of Regulation S-K.

Mr. Robert Heckes
PhotoAmigo, Inc. August 26, 2010 Page 2
You may contact Megan Akst at (202) 551-3407 or Kathleen Collins, Accounting
Branch Chief, at (202) 551-3499 if you have questions or comments on the financial statements and related matters.  Please contac t Katherine Wray at (202) 551-3483 or me at
(202) 551-3462 with any other questions.   Y ou may contact Barbara C. Jacobs, Assistant
Director, at (202) 551-3735 if you thereafter require assistance.
            S i n c e r e l y ,
Mark P. Shuman Branch Chief – Legal

   cc:  Via facsimile at (303) 770-7257

 Gary A. Agron, Esq.