SecProbe.io

CORRESP
 1
 filename1.htm

 September
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission Division of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549-6010

 Attention:
SEC Corporate Finance Team

 Re:

 Hartford
 Creative Group, Inc.

 Amendment
 No. 3 to Registration Statement on Form S-1, as amended

 Filed
 on September 9, 2025

 File
 No. 333-285158

 Ladies
and Gentlemen,

 Pursuant
to the letter dated September 10, 2025 from Hartford Creative Group, Inc. (the "Company") and the letter dated September
10, 2025 from WallachBeth Capital LLC (the "Underwriter"), the Company and Underwriter had requested that the effectiveness
of the above-referenced registration statement (the "Registration Statement") be accelerated so as to permit it to become
effective at 4:00 p.m. Washington D.C. time on September 12, 2025, or as soon thereafter as practicable. The Company and Underwriter
hereby requests to amend its aforementioned request to accelerate the effectiveness of such Registration Statement on September 12, 2025
and now requests the effectiveness of such Registration Statement to become effective at 4:00 p.m. Washington D.C. time on September
11, 2025.

 Please
contact Michael Blankenship of Winston & Strawn LLP, counsel to the Company, at (713) 651-2678 if you have any other questions or
concerns regarding this matter.

 [ Signature
Page Follows ]

 Very truly yours,

 Hartford Creative Group, Inc.

 By:

 /s/
 Sheng-Yih Chang

 Name:

 Sheng-Yih
 Chang

 Title:

 Chief
 Executive Officer

 WallachBeth Capital LLC

 By:

 /s/
 Eric Schweitzer

 Name:

 Eric
 Schweitzer

 Title:

 Chief
 Compliance Officer

 cc:
 Michael
 Blankenship, Esq., Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 September 10, 2025

 VIA
EDGAR

 Securities
and Exchange Commission
Division of Corporation Finance

 Office
of Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Hartford
 Creative Group, Inc. (CIK No. 0001482554)
 Registration Statement on Form S-1, as amended
 Initially Filed on February 24, 2025
 File
 No. 333-285158

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned
hereby joins in the request of Hartford Creative Group, Inc. that the effective date of the above-referenced Registration Statement be
accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on September 12, 2025, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Winston & Strawn LLP, request by telephone that such Registration Statement
be declared effective.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended,
please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 [ Signature
Page Follows ]

 Very
 truly yours,

 WallachBeth
 Capital LLC

 By:

 / s/
 Eric Schweitzer

 Name:
 Eric
 Schweitzer

 Title:
 Chief
 Compliance Officer

 [ Signature
Page to Underwriter's Acceleration Request Letter ]

CORRESP
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 Hartford
Creative Group, Inc.
 8832 Glendon Way

 Rosemead,
California 91770

 September
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
SEC Corporate Finance Team

 RE:
 Hartford
 Creative Group, Inc.

 Amendment No. 3 to Registration Statement on Form S-1, as amended

 Filed
on September 9, 2025

 File
No. 333- 285158

 Dear
SEC Corporate Finance Team,

 Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Hartford Creative Group, Inc. respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. Washington D.C. time on September 12, 2025, or as soon thereafter as practicable.

 Please
call Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature
Page Follows ]

 Very
 truly yours,

 Hartford
 Creative Group, Inc.

 By:
 /s/
 Sheng-Yih Chang

 Name:
 Sheng-Yih
 Chang

 Tite:
 Chief
 Executive Officer

 cc:
 Michael
Blankenship, Winston & Strawn LLP

 Ben
 Smolij, Winston & Strawn LLP

March 3, 2025
Sheng-Yih Chang
Chief Executive Officer
Hartford Creative Group, Inc.
8832 Glendon Way
Rosemead, CA 91770
Re:Hartford Creative Group, Inc.
Registration Statement on Form S-1
Filed February 24, 2025
File No. 333-285158
Dear Sheng-Yih Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
March 18, 2021
Sheng-Yih Chang
Chief Financial Officer
Hartford Great Health Corp.
8832 Glendon Way
Rosemead, California 91770
Re:Hartford Great Health Corp.
Form 10-K for the Year Ended July 31, 2020
Filed: November 10, 2020
File Number: 000-54439
Form 10-Q for the Quarter Ended October 31, 2020
Filed: December 15, 2020
Dear Mr. Chang:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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February
18, 2021

Mr.
Joseph M. Kempf

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

RE:
Hartford Great Health Corp.

Form
10-K For the fiscal year ended July 31, 2020

File
Number: 000-54439

Dear
Mr. Kempf,

We
note the receipt by Hartford Great Health Corp. (the “Company”), of the comment letter (the “Comment Letter”)
dated February 12, 2021 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the above-referenced Form 10-K. We hereby provide the responses set forth below to the comments in the Comment Letter.

To
assist the Staff review, we have included the text of the Staff’s comments below in bold type.

    1.
    We
    note from the related party payable disclosure on page 35 that your related party payable balances includes “funding
    support from SH Oversea for operation”. The related party payables also include long-term payables do to Shanghai DuBian
    Assets Management Ltd. Tell us why cash flows related to such payables have not been classified as financing cash flow activities.
    Otherwise please revise.

    Response:
    The Company is going to restate the consolidated statements of cash flow to reclassify the funding support from SH Oversea
    from operating cash flow activities to financing activities.

    Payable
    to Shanghai DuBian Assets Management Ltd. was assumed from the acquisition in 2019, the changes for the fiscal years ended
    July 31, 2019 and 2020 were immaterial, around $4,000 and $14,000 respectively, resulted from the unpaid loan interest. The
    Company classified the interest payable changes under operating cash flow activities.

    2.
    Tell
    us why it is appropriate to net short-term and long-term related party receivables and payables from diverse related parties
    in your operating cash flows activities section. Otherwise please revise.

    Response:
    The long-term related party payable as of July 31, 2019 was the loan balance due to Shanghai DuBian Assets Management Ltd.,
    which was assumed from the acquisition in 2019. The loan will be expired on April 30, 2021, short term nature as of July 31,
    2020. Thus, the Company net the short-term and long-term loan change in the cash flow presentation.

Considered
the following two reasons, the Company net related party receivables and payables in the consolidated statements of cash flows:

    ●
    The
    total changes of related party receivables for the year ended July 31, 2020 was around $39,000. As the amount is not significant,
    the Company net the change of related party receivables with the change of related party payables in the cash flow presentation.

    ●
    Receivables
    and payables from the same related parties were recorded at various subsidiaries of the Company. The related parties are controlled
    or under significant influence by the same management team who has the right to set off the amount owed with the amount owed
    by the related parties, and the Company intended to perform the set-off the receivable/payable with the same related parties
    subsequently. Net the changes of receivables and payables for the cash flow presentation is considered appropriate pursuant
    to ASC 210-20-45-1.

Sincerely,

    /s/
    SHENG-YIH CHANG

    Sheng-Yih
    Chang

    Chief
    Financial Officer

United States securities and exchange commission logo
February 12, 2021
Sheng-Yih Chang
Chief Financial Officer
Hartford Great Health Corp.
8832 Glendon Way
Rosemead, California 91770
Re:Hartford Great Health Corp.
Form 10-K for the Year Ended July 31, 2020
Filed: November 10, 2020
File Number: 000-54439
Form 10-Q for the Quarter Ended October 31, 2020
Filed: December 15, 2020
Dear Mr. Chang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ending July 31, 2020
Financial Statements
Consolidated Statements of Cash Flows, page 22
1.We note from the related party payable disclosure on page 35 that your related party
payable balances includes "funding support from SH Oversea for operation".  The related
party payables also include long-term payables do to Shanghai DuBian Assets
Management Ltd.  Tell us why cash flows related to such payables have not been
classified as financing cash flow activities.  Otherwise please revise.
2.Tell us why it is appropriate to net short-term and long-term related party receivables and
payables from diverse related parties in your operating cash flows activities section.
Otherwise please revise.

 FirstName LastNameSheng-Yih Chang
 Comapany NameHartford Great Health Corp.
 February 12, 2021 Page 2
 FirstName LastName
Sheng-Yih Chang
Hartford Great Health Corp.
February 12, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph M. Kempf, Senior Staff Accountant, at 202-551-3352 or Robert
Littlepage, Accountant Branch Chief, at 202-551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

March 30, 2015

Robert Heckes
Chief Executive Officer,
PhotoAmigo, Inc.
2532 Foothill Rd.
Santa Barbara, CA 93105

Re: PhotoAmigo, Inc.
 Form 10 -K for Fiscal Year Ended July 31, 2014
Filed November 12, 2014
File No. 000 -54439

Dear Mr. Heckes :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

March 6, 2015

Via E -mail
Robert Heckes
Chief Executive Officer,
PhotoAmigo, Inc.
2532 Foothill Rd.
Santa Barbara, CA 93105

Re: PhotoAmigo, Inc.
 Form 10 -K for Fiscal Year Ended July 31, 2014
Filed November 12, 2014
File No. 000 -54439

Dear Mr. Heckes :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to y our facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.

Item 9.A Controls and Procedures

Management’s Annual Report on Internal Control Over Financi al Reporting, page 22

1. Please amend your filing to include a statement identifying the framework used to
evaluate the effectiveness of your internal control over financial reporting.  Refer to Item
308(a)(2) of Regulation S -K.

We urge all persons who ar e responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comment, please provide a written statement from the company
acknowledging that:

Robert Heckes
PhotoAmigo, Inc.
March 6, 2015
Page 2

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Rebekah Lindsey, Staff Accountant at (202) 551 -3303  if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3406  with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

April 21 , 2014

Via Email
Mr. Robert Heckes
Chief Executive Officer
PhotoAmigo, Inc.
2532 Foothill Road
Santa Barbara , CA 93105

Re: PhotoAmigo, Inc.
Item 4.01 Form 8 -K
Filed March 10 , 2014
File No. 000-54439

Dear Mr. Heckes :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy a nd adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Kindelan

 Melissa Kindelan
Staff Accountant

March 14 , 2014

Via U.S. Ma il
Mr. Robert Heckes
Chief Executive Officer
Photo Amigo, Inc.
2532 Foothill Road
Santa Barbara , CA 93105

Re: PhotoAmigo, Inc.
Item 4.01 Form 8 -K
Filed March  10, 2014
File No. 000-54439

Dear Mr. Heckes :

We have reviewed your filing and have the following comment s. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an a mendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th ese comment s, we may have additional comments.

Form 8 -K Filed March 10, 2014
1. Please amend to include disclosure as to whether the audit committee of the board of
directors  or the board of directors, if there is no such committee , recommended or
approved the decision to change accountants.  See Item 30 4(a)(1)(i ii) of Regulation  S-K.
2. You currently disclose Ronald Chadwick's reports on your financial statements for the
twelve month periods ended July 31, 2013 and 2012 and the period from Inception (April
2, 2008) to July 31, 2013 did not contain  any disagreements .  Please amend and revise
your disclosure to state whether during the tw o most recent fiscal years and any
subsequent  interim period preceding  November 30, 2013  there were disagreements on
any matters of accounting principles or p ractices, financial statement disclosure, or
auditing scope or  procedures, which disagreements, if not resolved to the satisfaction of

Mr. Robert Heckes
PhotoAmigo , Inc.
March 14, 2014
Page 2

 Ronald Chadwick, would have caused it to make reference to the subject matter of the
disagreements in connection with its  report . See Item 30 4(a)(1)(iv ) of Regulation  S-K.
3. Revise your disclosures to state, if true, that none of the reportable events set forth in
Item 304(a)(1)(iv) of Regulation S -K occurred during the  fiscal years  ended J uly 31,
2013 and 2012 , the period from Inception (April 8, 2008) to July 31, 2013 , and any
subsequent  interim period preceding  November 30, 2013 .
4. Please obtain and file an updated Exhibit 16 letter from the former accountant stating
whether the accountant agrees with the statements made in your revised Form 8 -K.

In responding to our comments, please provide  a wri tten statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact me at (202) 551 -3564 if you have questions .

Sincerely,

 /s/ Melissa Kindelan

 Melissa Kindelan
Staff Accountant

February 21 , 2012

Via Facsimile
Robert Heckes
Chief Executive Officer  and Chief Financial Officer
Photoamigo , Inc.
924 Olive Street
Santa Barbara, C A  93101

Re: Photoamigo , Inc.
 Form 10-K for the Fiscal Year Ended July 31 , 2011
Filed December 8 , 2011
File No. 000-54439

Dear Mr. Heckes :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy  of the disclosure in the filing  to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/  Kathleen Collins

Kathleen Coll ins
Accounting Branch Chief

January 25 , 2012

Via Facsimile
Robert Heckes
Chief Executive Officer  and Chief Financial Officer
Photoamigo , Inc.
924 Olive Street
Santa Barbara, C A  93101

Re: Photoamigo , Inc.
 Form 10-K for the Fiscal Year Ended July 31 , 2011
Filed December 8 , 2011
File No. 000-54439

Dear Mr. Heckes :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  to your fac ts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year E nded  July 31, 2011

Item 9 A. Controls and Procedures, page 21

1. You disclose that you “believe [your] internal controls and procedures are adequate”,
which is not compliant with the requirements of Items 307 and 308 of R egulation S -K.
Please amend your fiscal 2011 Form 10 -K as follows:

 Provide the conclusions of your principal executive and principal financial officers, or
persons performing similar functions, regarding the effectiveness of the company’s
disclosure controls and procedures in a manner consistent with Item 307 of
Regulation S -K an d Rule 13a -15(e) of the Exchange Act . Please note that, as
discussed in Question 115.02 of our Compliance and Disclosure Interpretation for
Regulation S -K located at http://www.sec.gov/divisions/corpfin/guidance/regs -
kinterp.htm , the failure to file manage ment's report on internal control over f inancial
reporting rendered your annual report materially deficient and also rendered the

Robert Heckes
Photoamigo, Inc.
January 25 , 2012
Page 2

 company not timely or current in its 1934 Exchange Act Report ing.  In light of these
facts, it appears that you may be unable to conclude that your disclosure controls and
procedures were effective as of the end of the fiscal 2011;
 Provide management’s report on internal control over financial reporting in a format
consistent with the requirements of Item 308(a) of Regulation S -K, and;
 Disclose whether there were any changes in internal control over financial reporting
during the fourth quarter of fiscal 2011 pursuant to Item 308(c) of Regulation S -K.

Prior to filing your amendment, you may provide us with your proposed disclosur es in
your response letter.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act ru les require.   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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Melissa Feider a t (202) 551 -3379 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3499
with any other questions.

Sincerely,

/s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

CORRESP
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    photo_corresp.htm

Correspondence

PhotoAmigo, Inc.

924 Olive Street

Santa Barbara, California  93101

September 8, 2010

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

RE:

PhotoAmigo, Inc.—Form S-1

File Number 333-164633

Attn:

Katherine Wray

Division of Corporation Finance

Dear Ms. Wray:

On behalf of PhotoAmigo, Inc. (the “Company”), we herewith request acceleration of the effective date of the offering to Friday, September 10, 2010, at 1:00 PM Eastern Daylight Time, or as soon as practicable thereafter.

We acknowledge 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 us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

We may not assert the 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.

Very truly yours,

/s/ Robert Heckes

Robert Heckes

Chief Executive Officer

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.

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.

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