[OLSHAN LETTERHEAD] Correspondence June 20, 2006 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3720 100 F Street, N.E. Washington, D.C. 20549 Attn: Larry Spirgel Assistant Director RE: PRELIMINARY INFORMATION STATEMENT ON SCHEDULE 14C FILED MARCH 24, 2006 FILE NO. 0-51702 Dear Mr. Spirgel: We are securities counsel to RelationServe Media, Inc. (the "Company"). We are submitting responses to Comment No's. 33-37 contained in the comment letter from the Division of Corporation Finance, dated April 19, 2006 (the "Comment Letter") to the Company relating to the Company's Registration Statement on Form SB-2 (the "Registration Statement") and Preliminary Information Statement on Schedule 14C (the "Information Statement") filed March 24, 2006. As a preliminary matter, the Company has previously responded to the Comment Letter submitted with Amendment No. 1 to the Registration Statement filed on May 23, 2006. In such response we indicated that we would separately respond to comments 33 - 37 relating to the Company's Information Statement and authorizations described therein. The Information Statement related to three proposals: (i) to approve an increase in the authorized capital: (ii) a name change; (iii) and a stock plan. The attached responses reflects the Company's revised plan to file a Proxy Statement in accordance with Regulation 14A (the "Proxy Statement") relating to a Special Meeting of the stockholders of the Company for only the name change proposal and to approve the stock plan. June 20, 2006 Page 2 The staff is advised that the Company has filed a definitive Proxy Statement contemporaneous with this filing in accordance with the Commission's policy on proposals of the revised scope as described herein. PRELIMINARY INFORMATION STATEMENT ON SCHEDULE 14C - ------------------------------------------------- 33. TO THE EXTENT THAT COMMENTS ON YOUR FORM SB-2 APPLY TO YOUR PRELIMINARY INFORMATION STATEMENT, PLEASE REVISE ACCORDINGLY. Appropriate changes to the Form SB-2 were previously made to the extent that comments to the Information Statement applied to the Registration Statement. 34. WE NOTE THAT YOUR NAME CHANGE IS RELATED TO THE SENDTEC TRANSACTION AND WE NOTE YOUR DISCLOSURE IN THE FORM SB-2 UNDER THE RISK FACTOR ENTITLED "WE NEED TO AUTHORIZE ADDITIONAL SHARES SO THAT YOU CAN REGISTER ALL OF THE SHARES THAT [YOU] ARE REQUIRED TO REGISTER . ." THAT "THE TERMS OF [YOUR] SECURITIES PURCHASE AGREEMENT WITH THE DEBENTURE HOLDERS REQUIRES [YOU] TO REGISTER 130% OF THE SHARES OF COMMON STOCK THAT THEY ARE ENTITLED TO . . . CURRENTLY, WE DO NOT HAVE SUFFICIENT AUTHORIZED COMMON STOCK TO COVER SUCH REGISTRATION." BECAUSE THESE PROPOSALS ARC DIRECTLY RELATED TO THE SENDTEC ACQUISITION, IT APPEARS THAT YOU ARE REQUIRED TO PROVIDE THE INFORMATION REQUIRED BY ITEMS 13 AND 14 OF SCHEDULE 14A. SEE ITEM 1 OF SCHEDULE 14C AND NOTE A OF SCHEDULE 14A. PLEASE PROVIDE THE INFORMATION REQUIRED BY ITEMS 13 AND 14 OR TELL US IN YOUR RESPONSE LETTER WHY YOU DO NOT BELIEVE THIS INFORMATION IS REQUIRED. The Company is not seeking approval to increase the authorized capital and has omitted this authorization from the Proxy Statement, as filed. The name change proposal necessitates the information required by Items 13 and 14 of Schedule 14A. Since the filing of the Information Statement, the Company has sold the business heretofore known and operated under the "RelationServe" trade name (owned by the Company's wholly-owned subsidiary RelationServe Access, Inc."). The transaction was consummated on June 15, 2006. While the Company initially had indicated in the filed Registration Statement that the Board of Directors had authorized the name change on March 17, 2006 prior to the sale of the business, and that such change would be subject to stockholder approval, to reflect the core business operated by the Company, the name change presently is necessitated pursuant to the agreement with the purchaser of the business and the prior name no longer has any relevance to the Company's present operations, consisting of the business of SendTec, Inc. acquired in February 2006. June 20, 2006 Page 3 INFORMATION ON CONSENTING STOCKHOLDERS, PAGE 2 - ---------------------------------------------- 35. PLEASE PROVIDE THE INFORMATION IN YOUR TABLE REGARDING THE SHAREHOLDERS THAT HAVE CONSENTED. PLEASE ALSO TELL US IN YOUR RESPONSE LETTER WHAT EXEMPTION FROM THE PROXY RULES WAS RELIED UPON FOR THE CONSENT. As discussed above, the Company is no longer seeking review for the Information Statement. However, the Company is filing the Proxy Statement. Accordingly, the comment is no longer applicable. ACTION 1 INCREASE IN OUR AUTHORIZED CAPITAL, PAGE 5 - --------------------------------------------------- 36. PLEASE CLEARLY DISCLOSE IN TABLES THE FOLLOWING INFORMATION: o AS OF THE MOST RECENT DATE, THE NUMBER OF ISSUED SHARES, THE NUMBER OF AUTHORIZED BUT UNISSUED SHARES THAT ARE RESERVED FOR SPECIFIC PURPOSES (IDENTIFYING EACH SPECIFIC PURPOSE), AND THE NUMBER OF AUTHORIZED BUT UNRESERVED SHARES; AND o ASSUMING THE PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES IS APPROVED, THE NUMBER OF ISSUED SHARES, THE NUMBER OF AUTHORIZED BUT UNISSUED SHARES THAT ARE RESERVED FOR SPECIFIC PURPOSES (IDENTIFYING EACH SPECIFIC PURPOSE), AND THE NUMBER OF AUTHORIZED BUT UNRESERVED SHARES. DISCLOSE THAT, IF THE INCREASE IN AUTHORIZED SHARES IS APPROVED, THE BOARD OF DIRECTORS MAY ISSUE THE ADDITIONAL AUTHORIZED SHARES WITHOUT ANY FURTHER SHAREHOLDER APPROVAL. As discussed above, the Company is no longer seeking review for the Information Statement nor approval in the increase in authorized capital described therein. However, the Company is filing the Proxy Statement. Accordingly, the comment is no longer applicable. ACTION 1 INCREASE IN OUR AUTHORIZED CAPITAL, PAGE 5 - --------------------------------------------------- ACTION 2 CHANGE OF OUR CORPORATE NAME, PAGE 6 - --------------------------------------------- 37. IMMEDIATELY PRIOR TO THESE PROPOSALS, PLEASE PROVIDE INVESTORS WITH A MORE COMPREHENSIVE SUMMARY OF THE SENDTEC ACQUISITION INCLUDING, FOR EXAMPLE, THE CHANGES IN YOUR BOARD AND MANAGEMENT SO THAT INVESTORS UNDERSTAND THE FUNDAMENTAL CHANGES IN YOUR BUSINESS THAT HAVE OCCURRED AND HAVE ADDITIONAL CONTEXT REGARDING THE APPROVAL OF THESE CORPORATE ACTIONS. June 20, 2006 Page 4 We have added additional information concerning the SendTec acquisition preceding the name change proposal. CLOSING For your convenience, we will deliver to you two (2) copies of the definitive Proxy Statement. Should you have any further comments or questions, please do not hesitate to contact the undersigned at (212) 451-2259 or Kenneth Schlesinger at (212) 451-2252. Very truly yours, /s/ Harvey J. Kesner Harvey J. Kesner cc: Donald Gould Adam Wasserman June 20, 2006 Page 5 bcc: Michael Brauser Paul Soltoff Ed Hackert Nilene Evens Kenneth Schlesinger Mark Lakin Jonathan Deblinger
