Domain Media CORRESP Correspondence with SEC

[QUICK LAW GROUP LETTERHEAD]

March 4, 2014

Maryse Mills-Apenteng, Esq.

Mitchell Austin, Esq.

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Domain Media Corp. Amendment No. 1 to Registration Statement on Form 10 Filed March 4, 2014 File No. 000-55130

Dear Ms. Mills-Apenteng and Mr. Austin:

Thank you for your comment letter of February 12, 2014 regarding the Registration Statement on Form 10 of Domain Media Corp. (the “Company”).  Based on your comments, the Company has filed Amendment No. 1 to the Registration Statement on Form 10 (the “Amendment”).  Please see the Company’s responses below as they relate to the comment letter and the Amendment.    

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Business  page 3

1.  

Your business discussion requires significant revision. Please revise your discussion to provide a more complete overview of your business operations as they currently exist and to distinguish clearly your existing operations from your future growth plans.  For instance, on page 3 you refer to a business services division but it is unclear that your business has any other divisions.  In addition, it is unclear whether you currently have paid consultants, outsourced technical staff, marketing professions or advisors – staff positions referenced in your document.  Please provide a business overview that describes your business in its current form and ensure that any references to services, staff, revenues or other aspects of the business that are not yet extant are described as such.

Response:  The Amendment has been revised in a number of places to address this comment.

2.  

On page 4 you state that your principal sources of revenue “are and will be” pay-per-click advertising, lead generation, etc. without distinguishing between current revenue sources and future, potential revenue sources.  Please revise your disclosure to clearly state which sources of revenue are current or historical revenue sources and which are anticipated revenue sources.

Response:  The Amendment has been revised on pages 4 and 5 and other places to address this comment.

3.  

Please include in your business section a quantified discussion of your dependence on a few customers both for revenues and account receivable. Refer to Item 101(h)(4)(vi) of Regulation S-K.  Additionally, please tell us whether you have contractual agreements with your significant customers and, if so, file the agreements as exhibits.  Refer to Item 601(b)(10) of Regulation S-K.

Response:  The Amendment has been revised on page 5 to address this comment.

4.  

We note your reference to partnerships (e.g., marketing and advertising, distribution and outsourced development partners) and affiliate relationship (e.g., affiliate revenue, affiliate networks) on pages 3 and 4.  Please describe these arrangements as they currently exist in greater detail.  Tell us whether any of these arrangements are material to your business and whether you have entered into contractual agreements in this regard.

Response:  The Amendment has been revised to address these arrangements in more detail and address this comment.

Market Opportunities, page 6

5.  

Please provide us with a copy of the relevant portions of the PricewaterhouseCoopers Q2 IAB report.  To expedite our review, please highlight the applicable portions or sections you cite.

Response:  A copy of the PricewaterhouseCoopers Q2 IAB report is included with this letter.

Competition, page 6

6.

We note that you have identified industry leading companies such as Yahoo!, AOL, WebMD and the like as your competitors.  It is unclear how you compete with these companies whose size, competitive positioning and resources far outpace your own.  Please revise these sections to limit your discussion to your competitive position with direct competitors with respect to such factors as size, target audience, etc.

Response:  The Amendment has been revised to more specifically address the Company’s competitors.

Intellectual Property, page 7

7.

Please clarify whether you have any registered trademarks, patents or copyrights and their duration.  In addition, describe the nature of your proprietary systems and technology.

Response:  The Amendment has been clarified regarding the intellectual property owned by the Company.

8.  

You state that you enter into confidentiality and invention assignment agreements.  Please file any such agreements with Mr. Kern, your sole officer, director and employee, or advise.  See Item 601(b)(10)(ii)(A) of Regulation S-K.

Response:  A copy of the confidentiality and invention assignment agreement with Mr. Kern is filed with the Amendment.

Risk Factors, page 7

9.  

We note that the introduction and several of your risk factors refer to your registration statement as an offering circular (e.g., risk factors 4, 19 and 29) and other risk factors refer to a plan of distribution (e.g., risk factors 19 and 20).  Please remove these references or advise. In addition, review your document throughout to ensure that your disclosure in other sections regarding an offering is consistent (see, for example, the last sentence under Corporate Information on page 7).

Response:  The Amendment has been revised in a number of places to address this comment.

10.

Please add a prominently placed risk factor addressing your short-term liquidity position as of the most recent practicable date.  Specifically, please state the number of months your current cash resources will fund.  In addition, disclose the dollar amount needed, in addition to your current cash resources, to fund the next 12 months of operations.  “Ensure that your liquidity discussion is consistent with any added disclosure.  

Response:  The Amendment has been revised to address the Company’s liquidity position and plan.

11.

This risk factor combines the risks associated with your ability to scale your network infrastructure with cyber security risks.  Please consider unbundling these risks by addressing each in a separate risk factor.

Response:  The Amendment has been revised to unbundle this risk factor into two separate risk factors to address this comment.

12.

 Please file the agreement with Mr. Kern  regarding potential conflicts of interest.  See Item 601(b)(10)(ii)(A) of Regulation S-K.

Response:  A copy of conflicts of interest agreement with Mr. Kern is filed with the Amendment.

13.  

Please revise this factor, as well as any other disclosure throughout your prospectus which suggests that you have more than one officer, director or employee, to clarify that your sole officer, director an employee is Mr. Kern.

Response:  The Amendment has been revised to address this comment as well as the fact the Company has appointed an additional member of the Board of Directors since the initial filing.

14.  

Please revise this risk factor to disclose that you will be subject to the period reporting requirements of Section 12 of the Exchange Act and discuss the risks associated with this status.

Response:  The Amendment has been revised to address this comment.

15.  

We note your discussion of the sale of 2,000,000 shares in your offering.  Please remove this language or advise.  Additionally, in your response letter, please describe this transaction if it has occurred in the past.

Response:  The Amendment has been revised to address this comment.

16.  

Please remove the reference to the completion of the offering.  In addition, we note that Mr. Kern’s beneficial ownership percentage disclosed here is not consistent with the disclosure in the beneficial ownership table on page 27.  Please revise or advise.

Response:  The Amendment has been revised to address this comment.

17.  

Please revise this risk factor in light of your registration under Section 12(g), not Section 15(d), or the Exchange Act.

Response:  The Amendment has been revised to address this comment.

18.  

You state that you have insufficient resources to fund your operations for the next twelve months.  Please revise your disclosure to state the estimated deficiency in dollar terms.  Provide a discussion of your expected cash needs over the next twelve months and a discussion of long-term liquidity.  IN discussing your expected liquidity needs, please state the extent to which you are currently using funds in your operations on a monthly basis.  Ensure that your disclosure here is consistent with related disclosure in the risk factors section.

Response:  The Amendment has been revised to address this comment.

19.  

Note 4 to your financial statements indicated that Mr. Kern holds a note that is convertible into shares of your common stock at his discretion.  Please include these shares in your calculation of Mr. Kern’s beneficial ownership and provide appropriate footnote disclosure.  Additionally, please file this agreement as an exhibit.  See Item 601(b) (10) of Regulation S-K.

Response:  The Amendment has been revised to address this comment and a copy of the convertible note with Mr. Kern is filed with the Amendment.

20.  Please revise your beneficial ownership table to disclose the natural person(s) with voting and/or investment power of the shares held by Agile Opportunity Fund, LLC.

Response:  The Amendment has been revised to address this comment.

21.  

Please revise your description of Mr. Kern’s business background to specifically disclose his principal occupation and employment, including the name of the company or companies where he worked, over the past five years. See Item 401(e) of Regulation S-K.

Response:  The Amendment has been revised to address this comment.

22.

 In your response letter, please discuss the current state of your negotiations with Mr. Kern concerning his contemplated employment agreement.  If the agreement has been entered into, please file as an exhibit.  See Item 601(b) (10) of Regulation S-K.

Response:  The Company and Mr. Kern have entered into and employment agreement.  The Amendment has been revised to disclose the terms of the employment agreement and the agreement is filed with the Amendment.

23.  

Please describe in this section the related party note payable held by Mr. Kern as well as the other related party transactions referenced in your documents between the company and Mr. Kern.  See Item 404(d) of Regulation S-K.

Response:  The Amendment has been revised to address this comment.

24.

It appears that Mr. Kern is a promoter as the term in defined in Rule 405 of Regulation C.  Please ensure that your provide information responsive to Items 401(g), if any, and 404(c) of Regulation S-K.

Response:  Assuming that Mr. Kern is a promoter under Rule 405 of Regulation C, the Company believes the Amendment contains any information that would be required disclosure under Items 401(g) and 404(c) of Regulation S-K.

25.  The final paragraph of this section references the DGCL.  As you are incorporated in Nevada, please remove this reference or advise.

Response:  The Amendment has been revised to address this comment.

26.

 The exhibits to your registration statement were filed in an improper format. Please re-file these exhibits in a text-searchable format.  See Rule 301 of Regulations S-T and the EDGAR Filer Manual, Volume II:  “EDGAR Filing, “Version 25 (September 2013).

Response:  The exhibits to the Amendment have been revised to address this comment.

27.

 It appears your have entered into a variety of consulting arrangements.  Please file the consulting agreements as exhibits to the registration statement or provide your analysis regarding why these agreements need not be filed.  See Item 601(b) (10) of Regulation S-K.

Response:  The relevant consulting agreements with the Company have been filed with this Amendment.

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The Company and the undersigned strive to provide the best possible disclosure to the investing public.  We hope the above responses and the revised disclosure in the Amendment have addressed appropriately all of the Staff’s comments.  Should you require any further information or have any questions, please feel free to call the undersigned, Jeffrey M. Quick, at (720) 259-3393.

Sincerely,

/s/ Jeffrey M. Quick

Quick Law Group PC