maniaTV CORRESP Correspondence with SEC

600 17^th Street, Suite 2700, Denver, Colorado 80202

Main:  (720) 889-2211   Fax:  (720) 889-2222

January 23, 2013

Matthew Crispino

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

maniaTV Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed January 23, 2013

File No. 333-185270

Dear Mr. Crispino:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated December 28, 2012 (the “Comment Letter”) regarding maniaTV Inc. (“maniaTV” or the “Company”).  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

General

1.

Prior to the anticipated date of the effectiveness of your registration statement, disclose the name of the insured depository escrow institution where funds raised by this offering will be held pending the receipt of the minimum amount of funds.  Describe the arrangements between Corporate Stock Transfer, Inc. and the insured depository escrow institution with respect to the escrow account and explain whether the depository escrow institution is a party to the escrow agreement.

The disclosures requested have been added in footnote (2) of the cover page of the Prospectus.  This footnote also includes a sentence describing the relationship between the bank and transfer agent.

2.

Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.  Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by

United States Securities and Exchange Commission

January 23, 2013

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Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

There are no written communications that have been or will be presented to potential investors other than the final prospectus, and there have not been any research reports prepared about the company.

Registration Statement’s Facing Page

3.

The EDGAR system indicates that maniaTV Inc.’s primary standard industrial classification code number is 7374.  Please revise.

The standard industrial classification code number has been changed to 7374.

Prospectus Cover Page

4.

Please confirm that your prospectus cover page will be no more than one page in length.  Refer to Item 501(b) of Regulation S-K.

The final prospectus cover page will be no more than one page in length.

Prospectus Summary

5.

Please provide at the beginning of the summary and the business section on page 43 a discussion of the current state of your business operations.  We note, for example, that you appear to currently operate a website.

We have added a sentence regarding the current state of business operations on pages 5 and 44.

Risk Factors, page 11

General

6.

Please advise whether you intend to register a class of securities under Section 12 of the Securities Exchange Act.  If not, include a risk factor that informs potential investors that you will be not be a fully reporting company and will only comply with the limited reporting requirements imposed on Section 15(d) registrants.  Briefly explain how those requirements vary from those imposed on fully reporting issuers.

Although we fully intend to register the common stock under Section 12 we have added a risk factor which addresses the issues raised in your comments 6 and 7.  The new risk factor is on page 25.

United States Securities and Exchange Commission

January 23, 2013

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7.

It appears reasonably likely that you will have less than three hundred record holders at your next fiscal year end and at the conclusion of the offering.  As such it appears that there is a significant risk that your reporting obligations under Section 15(d) of the Securities Exchange Act will be suspended under that statutory section and that you will not be required to provide periodic reports following the Form 10-K that will be required for the fiscal year in which your registration statement becomes effective.  Please provide a risk factor that addresses these circumstances and the resulting risks to potential investors.

Please see the new risk factor on page 25.

8.

We note that based on the terms of the offering you may deposit in your escrow account an amount of the offering proceeds exceeding $250,000.  Please add a risk factor which notes that the offering proceeds exceeding $250,000 will not be federally insured by the FDIC, as deposit insurance is currently limited to $250,000.

Please see the new risk factor on page 25 regarding this risk.

Plan of Distribution, page 28

9.

Please disclose the circumstances under which you would expect to extend the offering period for an additional 90 days and how you will inform purchasers who already have submitted funds of an extension.

Please see the disclosure which has been added in the Plan of Distribution on page 30.

Principal Stockholders, page 36

10.

You indicate in Footnote 1 that you have not included in Mr. Massey’s beneficial ownership the 416,667 shares of Class A common stock owned by EBX V, L.P. over which Mr. Massey exercises voting control because he has no pecuniary interest in the shares.  Beneficial ownership disclosure pursuant to Item 403 of Regulation S-K is determined in accordance with Exchange Act Rule 13d-3, which states that beneficial ownership is based on voting and/or investment power, not pecuniary interest.  Refer to Instruction 2 to Item 403 of Regulation S-K and Exchange Act Rule 13d-3(a). Accordingly, revise Mr. Massey’s beneficial ownership to include the shares of Class A common stock owned by EBX V over which he has voting power, or advise.

We have revised the beneficial ownership of Mr. Massey to include the 416,667 shares of Class A common stock.  Please see pages 38 and 39.

United States Securities and Exchange Commission

January 23, 2013

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Description of Business, page 43

11.

We note that you reference third-party source materials in support of the industry data included in your document.  We note, by way of example, the September 2012 report released by eMarketer and the April 2012 report published by IAB and PwC.  Please provide us with copies of all third-party reports referenced in your document.  Such copies should be marked or highlighted to show the information from the report that is referenced in your document.  You should also include cross-references to the page in your document where such information is cited.  Finally, tell us whether any of these third-party reports were prepared for you in connection with the preparation of this registration statement.

We have included as supplemental information copies of the reports and documents which support the industry data included in the prospectus, and we have indicated which page in the prospectus they refer to.  There have been no third-party reports prepared for maniaTV.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Performance Indicators, page 54

Advertising Revenue, page 54

12.

You disclose that direct agency/client advertising is sold at a premium rate compared to revenue generated from advertising networks.  Please revise to quantify the approximate percentage or dollar amount of revenues generated from direct agency/client advertising for the periods presented.

Please see the last sentence which was added on page 55 under Advertising Revenue.

13.

You state that the size of your audience is a primary performance metric focused on by management in order to grow your revenue.  You go on to report the page views generated by your website for the periods covered by your financial statements.  Tell us whether you considered disclosing the number of unique users/unique visitors that visited your website during the periods covered by your financial statements so as to provide potential investors with a better understanding of the size of your website’s audience.

Please see the information added to the last sentence of the paragraph under Audience on page 55.

Future Liquidity and Cash Requirements, page 58

14.

We note your belief that you will be able to fund future cash requirements for operations from cash available, operating cash flows, additional borrowings, and issuance of equity

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January 23, 2013

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securities.  You go on to state that these sources of funds will be sufficient to continue your operations and planned capital expenditures.  Revise your disclosure to inform potential investors whether you believe these capital resources are sufficient to cover your cash needs for the next 12 months. Refer to Item 11(h) of Form S-1 and Item 303(a)(1) and (2) of Regulation S-K.  See also Section III.C of SEC Release No. 33-6835.

We have revised the disclosure to provide that management believes that the sources of funds will be sufficient for the next 12 months.  Please see page 59.

15.

Describe in this section the terms of the convertible note issued in February 2011 or include a cross reference to the discussion on page 40.  Refer to Item 303 of Regulation S-K and Section IV.B of SEC Release 33-8350.

We have added a cross reference to the discussion of the convertible note.  Please see page 59.

Consolidated Financial Statements

Notes to Financial Statements

Note 1. Organization, Operations and summary of Significant Accounting Policies

Revenue Recognition, page F-8

16.

On page 55 you disclose that revenues generated under certain arrangements with advertising agencies and brokers are reported net of amounts due to agencies and brokers. Please revise to disclose your related revenue recognition policy including the company’s consideration of the factors in ASC 605-45-45 in determining the appropriateness of net presentation of these revenues.

Please see the sentence added at the end of the Revenue Recognition footnote.

Item 17.  Undertakings, page II-3

17.

Given the nature of your offering, please advise as to why you have not included the undertaking related to Securities Act Rule 430C.  Refer to Item 512(a)(5)(ii) of Regulation S-K.

We have added the undertaking related to Securities Act Rule 430C.   Please see page II-4.

* * * * *

United States Securities and Exchange Commission

January 23, 2013

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Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

Sincerely,

JIN, SCHAUER & SAAD LLC

By

      Jon D. Sawyer

SUPPLEMENTAL INFORMATION

1.

IAB Report

Supports statements in second paragraph on page 46 regarding internet advertising revenues (page 4 of this report) and that 2011 revenues from internet advertising surpassed cable television (page 19 of this report).

2.

September 2012 e Marketer news release

Supports statements in second paragraph on page 6 and second paragraph on page 46 regarding growth in internet advertising (page 3 of this release).

Supports statement regarding Internet display advertising in the first paragraph on page 47 (see page 4 of this release).

Supports statement regarding Internet video advertising and Internet sponsorship advertising in the bottom paragraph on page 47 (see page 4 of this release).

3.

January 2012 ComScore Report

Supports statement in first paragraph on page 48 regarding Millennials (see page 1 of the report).

Supports statement in second paragraph on page 48 regarding the difficulty of persuading the Millennials with television advertising (see page 3 of the report).

4.

October 11, 2012 WSJ article on Nielsen data

Supports statements in second paragraph on page 48 regarding the decline in younger viewers in both broadcast networks and cable channels (see pages 2 and 4 of the article).

5.

September 13, 2012 Daily Herald article about MTV awards

Supports statement in second paragraph on page 48 regarding drop off of viewers of MTV’s annual Video Music Awards (see page 2 of the article).