DataMill Media Corp.
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, FL 33062
(954) 876-1181
March 16, 2011
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing and Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Laura Nguyen, Esq.
Attorney-Advisor
and
Sonia Bednarowski, Esq.
Division of Corporation Finance
Re: Datamill Media Corp.
Registration Statement on Form S-1
Filed on February 2, 1011
File No. 333-172010
Dear Madam or Sir,
This letter is in response to your letter to me of March 1, 2011, regarding
the above referenced matter ("Comment Letter"). Datamill Media Corp. is filing
an amendment to the referenced Form S-1 ("amendment") along with this letter.
Our responses to the Comment Letter follow:
General
1. It appears from your disclosure that you may be a shell company
pursuant to Rule 405 of the Securities Act. Please revise to disclose
your status as a shell company or advise. To the extent that you are a
shell company, please revise your disclosure regarding future sales by
existing stockholders on page 19.
Response
We are a shell company and have revised our disclosure regarding sales
by existing stockholders by stating that Rule 144 is not available for
such sales.
2. Please revise throughout to present a realistic picture of your
business as it is today. In particular, refrain from saying that your
products, services or plans will have some effect or quality when they
are merely anticipatory in nature. Instead, clarify that you hope,
believe or expect that these qualities or effects will occur.
Response
We have revised the filing to show a realistic picture of our business
as it is today.
3. The financial statements should be updated, as necessary, to comply
with Rule 8-08 of Regulation S-X.
Response
We have updated our financial statements to comply with Rule 8-08 of
2. Please revise
Registration Statement Cover Page
4. Please include your Primary Standard Industrial Classification Code
Number in your next amendment to your registration statement.
Response
Our Primary Standard Industrial Classification Code Number is 8742 -
Services - Management Consulting Services. We have updated our filing
to include this SIC Code.
Registration Fee Table
5. Please revise to include the specific provision under Rule 457 for
purposes of calculating the registration fee.
Response
We have included the specific provision under Rule 457 for purposes of
calculating the registration fee, which is Rule 457 (o).
Outside Front Cover Page of the Prospectus
6. Please provide the legend required by Item 501(b)(10) of Regulation
S-K, or confirm that you will not use the prospectus prior to the
effective date of the registration statement.
Response
We have revised the outside front cover page of the prospectus to
include the legend required by Item 501(b)(10) of Regulation S-K.
7. Please revise the cover page to disclose that you are offering the
securities on a best- efforts basis. Refer to Item 501 of Regulation
S-K,
Response
We have revised the cover page to disclose that we are offering the
securities on a best-efforts basis.
2
8. Please clarify that the offering will continue for a period of 270
days or sooner if the offering is completed. Please also revise to
clarify whether or not there may be extensions to the offering period.
If there may be extensions to the offering period revise to state the
duration of such extensions. Refer to Item 501(b)(8)(iii) of
Regulation S-K.
Response
We have revised the filing to clarify the period during which the
offering will continue and have stated that there will be no
extensions to the offering period.
9. Please reconcile your statement on the cover page of your prospectus
that your "common stock is presently traded on the OTC Markets under
the trading symbol 'SPLI'" and that you "intend to have [your] shares
of common stock quoted on the Over the Counter Bulletin Board" with
your statement on page F-14 that you were notified by FINRA that your
new trading symbol "SPLID" became effective on August 23, 2010 and
your disclosure on page 4 of your Form 10-K for the fiscal year ended
December 31, 2009 that states that your common stock is quoted on the
Over the Counter Bulletin Board.
Response
Our common stock is not presently quoted on the OTC Markets and to our
knowledge has never been traded. FINRA has assigned us a trading
symbol of "SPLI." The reference to FINRA's notification of new trading
symbol of "SPLID" was a temporary symbol indicating that we had
reverse split our shares.
Summary of Our Offering, page 3 Our
Business, page 3
10. Please reconcile your disclosure on page 3 that you were incorporated
in the State of Nevada on July 15, 2003 as Smitten Press: Local Lore
Legends, Inc. with your disclosure on page F-12 that you were
incorporated in the State of Nevada on May 8,2007.
Response
The requested reconciliation has been made.
11. Please include in one of your introductory paragraphs your revenues,
assets, and losses for the most recent audited period and interim
stub. This snapshot will help investors evaluate the disclosure as
they read the filing.
Response
We have included information about our revenues, assets and losses in
one of our introductory paragraphs.
12. Please revise the summary to include your monthly "burn rate," the
amount of expenses you expect to incur during the 270 days of the
offering, and the source of such funds.
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Response
We have revised the summary to include our monthly "burn rate," the
amount of expenses we expect to incur during the 270 days of the
offering and the source of such funds.
13. Please revise your disclosure on page 3 to clarify that you have been
issued a going concern opinion by your registered public accounting
firm.
Response
We have revised our disclosure to clarify that we have been issued a
going concern opinion by our registered public accounting firm.
14. Please remove the last sentence of the second paragraph as you do not
have any clients or advise.
Response
We have made your suggested deletion about clients.
15. Please revise to disclose an estimate of the amount of funds needed to
complete your plan of operation and the source of such funds.
Response
We have revised the filing to include an estimate of the amount of
funds needed to complete our plan of operation and the source of such
funds.
16. It appears that you intend to generate revenues primarily from
consulting services that you provide to private companies seeking to
become publicly traded companies and sales of educational with two or
possibly three employees. Please disclose here since this will help
investors assess your plan of operation.
Response
Our disclosures have been revised to state our plan to generate
revenues and include a more detailed plan of operations.
Risk Factors, page 5
17. Revise to include a risk factor to discuss, to the extent material,
the recent economic conditions and what impact these current market
conditions may have on your ability to start a consulting business and
obtain financing.
Response
We have added a new risk factor about recent economic conditions and
the impact they may have on our ability to start a consulting business
and obtain financing. See risk factor entitled "We are vulnerable to
the current economic crisis which may negatively affect our
profitability and ability to carry out our business plan."
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18. Please include a risk factor that discusses the competition in your
industry and discloses that you may have a competitive disadvantage in
an industry that consists of mostly non- public companies or explain
why this is not necessary. In addition, please disclose the amount of
expenses you incur as a public company.
Response
In response to this comment, we have added a new risk factor entitled
"As a result of our intensely competitive industry, we may not gain
enough market share to be profitable."
19. Please revise to include a risk factor discussing the material
weaknesses in your internal controls and disclosure controls and
procedures that you disclose in your most recent Form 10-Q filed on
December 23, 2010. In addition, please disclose in your Summary of Our
Offering section.
Response
In response to this comment, we have added a new risk factor entitled
"Due to financial constraints, there are material weaknesses in our
internal controls and disclosure controls and procedures."
20. Revise to include a risk factor to disclose that additional issuances
of common stock may be necessary as part of the implementation of your
plan of operation which would result in dilution to existing
shareholders.
Response
In response to this comment, we have added a new risk factor entitled
"Our shareholders may be diluted significantly through our efforts to
obtain financing, fund our operations and satisfy our obligations
through issuance of additional shares of our Common Stock."
Because our sole officers and directors, who are also our sole promoters
will own 90.1%. page 6
21. We note the disclosure on page 6 that your two officers and directors
will own 66.6% of your total outstanding shares of common stock if the
maximum amount of shares are sold in your offering and that
"regardless of the number of shares that [you] sell, your two officers
and [your] two other current shareholders will be able to elect all of
[your] directors and control [your] operations." However, your
disclosure on page 19 states that Vincent Beatty is the sole
beneficial owner of 98.8% of your shares of common stock. Please
revise to clarify that Vincent Beatty owns the vast majority of the
shares of your common stock.
Response
We have revised our filing to clarify that Vincent Beatty owns the
vast majority of the shares of our common stock.
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Use of Proceeds, page 7
22. Please advise as to what you mean by "product inventory" on page 7 as
it appears that the only product you intend to sell is access to a
database that contains educational papers that you will write on
various topics. Please reconcile your disclosure here with your
disclosure on page 12 which seems to indicate that if you raise the
minimum amount in this offering, you will not develop these products.
Response
We have revised the Use of Proceeds to explain what we mean by
"product inventory" and inserted the following language:
"We estimate that our basic product inventory requirements will cost
$5,000. Product inventory will consist of electronic and hard copies
of the instruction manuals, instruction booklets and example templates
relating to the consulting and educational services we intend to
provide, including, but not limited to corporate management, corporate
governance, regulatory compliance and various business processes."
If the Maximum Number of the Shares Are Sold, page 8
23. Please revise the first sentence of the second paragraph to remove the
inference that if 5,000,000 shares are sold, an investor will
individually own 33.4% of the total number of outstanding shares of
your common stock. Also revise the second paragraph under the "If the
Minimum Number of the Shares Are Sold" section below.
Response
We have revised our filing to remove the inference that if 5,000,000
shares are sold, an investor will individually own 33.4% of the total
number of outstanding shares of our common stock.
Plan of Distribution: Terms of the Offering, page 9
24. Please revise to clarify that the changes noted in the bullet points
on page 9 are not the only changes that might give an investor a right
to a refund of the purchase price.
Response
We have revised our filing to state that the bullet points on page 9
are not the only changes that might give an investor a right to a
refund of the purchase price.
25. Please revise the first paragraph after the bullet points to state
that material changes will be reflected in a post-effective amendment.
Response
We have revised the first paragraph after the bullet points to state
that material changes will be reflected in a post-effective amendment.
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26. Please reconcile your statement on page 11 that whether you raise the
minimum or maximum amount in this offering, the funds would allow you
to complete the business activities contemplated by your business plan
with your statement on page 13 that, "in addition to this offering,
[you] are seeking equity financing in order to obtain the capital
required to implement your business plan." To the extent that you are
seeking additional equity financing, please disclose in your
prospectus summary.
Response
We have made the requested reconciliation and have no plans to seek
additional equity financing.
27. We note your disclosure on page 10 that "penny stocks are generally
equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or
quoted on the OTC Bulletin Board System)/' Please revise to clarify
that securities quoted on the OTC Bulletin Board System can still
qualify as penny stocks and that the securities you are offering will
likely be considered a penny stock.
Response
We have revised this disclosure to clarify that securities quoted on
the OTC Bulletin Board System can qualify as penny stocks and that the
securities we are offering will likely be considered a penny stock.
Management's Discussion and Analysis of Financial Condition and Plan of
Development Stage Activities, page 12
28. We note your disclosure on page 12 that "[whether [you] raise the
minimum or maximum amount of money in this offering, it will last
twelve months." Please revise to state that it is your belief that the
amount raised in this offering will last twelve months.
Response
We have revised the M, D and A disclosure to state that it is our
belief that the amount raised in this offering will last twelve
months.
29. Please revise to discuss the underlying reasons for changes in your
results of operations. Refer to Item 303 of Regulation S-K.
Response
We have made substantial revisions to our M,D and A disclosure to
address this comment.
30. We note your disclosure on page 14 that your "officers and directors
are willing to loan [you] money for [your] operations until this
offering has been completed or until the offering period has expired."
Please advise as to whether you have any agreements with your officers
and directors regarding these loans. To the extent that you do have
agreements with your officers and directors, please file these
agreements as exhibits to your registration statement.
7
Response
We do not have any written agreements with our officers and directors
regarding these loans and we have revised our filing to explain this
in better fashion.
Business, page 15 Business
Overview, page 15
31. Please substantially revise to provide investors with a detailed
discussion of your business plans. Disclose each material step you
have taken so far, and provide a discussion of the real costs and
timelines you face in reaching your goals of offering consulting and
regulatory compliance services and publishing educational materials.
If your business operates in segments, please disclose. Explain in
detail how and when you expect to generate revenue. For example,
provide additional information regarding (a) the development of your
website, (b) the preparation and publishing of the educational
material, (c) your expected pricing structure, (d) the marketing of
your services, and (e)the geographic scope of your target market. To
the extent possible, also disclose the price points for your services
and products. Refer to Item 101 of Regulation S-K.
Response
We have made substantial revisions to the Business section to address
this comment.
32. Revise to discuss why you believe that your business plans will be
successful at this time, when you have not been able to realize your
business plan since inception.
Response
We have revised our filing to address this comment.
33. Please describe the educational "white papers" on page 15 that you
plan on publishing.
Response
We have not decided on the subject matter of educational "white
papers" and have revised our filing to indicate such is the case.
34. Please remove your statements in the second paragraph of this section
that you help business people make the "right" decisions as this is
subjective, and please remove your statement that "there are several
traps for the unwary" on page 15 as this appears to be marketing
language.
Response
We have removed the language suggested by this comment.
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35. We note your disclosure of the material weaknesses in your internal
controls and disclosure controls and procedures in your most recent
Form 10-Q filed on December 23, 2010. In this regard, please remove
your statement that you "strive to lead by example" and explain how
you assist companies in maintaining their public periodic reporting
compliance.
Response
We have revised our filing by removing the "strive to lead by example"
language.
Competition, page 16
36. Please revise to explain what you mean by the terms "turnkey fashion"
and "full suite of services."
Response
We have deleted the terms "turnkey fashion" and "full suite of
services" from our filing.
37. Please provide support for your statement that your proposed fee
structure differentiates you from your competitors.
Response
We have revised our filing to indicate that we have not as yet
determined our fee schedule.
Management page 16 Officers and
Directors, page 16
38. Please revise to disclose that you do not have any independent
directors or advise. Refer to Item 701 (a) of Regulation S-K.
Response
We have revised our disclosure to state that we do not have any
independent directors.
39. Please revise to remove the word "extensive" knowledge on page 17. In
addition, please advise how Mr. Beatty's "working contacts" will
assist small and start-up companies through money raising efforts and
how his "connections with professional service providers offer an
invaluable service so that companies can save time, money, and avoid
the pitfalls that they may otherwise encounter" and provide support
for your statements. Also state that you cannot provide any assurance
that M., Beatty's contacts will assist your future clients.
Alternatively, please remove these statements.
Response
We have revised Mr. Beatty's biographical information to address this
comment.
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40. Please revise to briefly discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that
the person should serve as your director at the time that the
disclosure is made, in light of your business and structure. Refer to
Item 401(e)(l) or Regulation S-K.
Response
We have added a statement right after the biographical information on
Director Hagan stating that the Company does not have a formal policy
regarding director qualifications and that the persons chosen had the
business experience and integrity that Mr. Beatty considered necessary
to carry out the Company's plan of operations.
Conflicts of Interests, page 17
41. We note your disclosure that Mr. Beatty owns and operates Devken Inc.,
a consulting firm, and that Mr. Hagan works as an independent
management consultant. However, you disclosed that your officers' and
directors' other projects and business interests do not conflict with
your business activities. Please disclose the conflicts of interest
here and revise your risk factor section to include a risk factor that
discusses these conflicts.
Response
Our filing indicates that the other projects or business interests of
Messrs. Beatty and Hagan do not conflict with our business activities.
We also state in Mr. Beatty's biographical summary that Devken, Inc.
does not offer services similar or competitive to the Company.
Executive Compensation, page 18
42. Please reconcile your disclosure on page 18 that you did not
compensate any of your officers or directors during the fiscal years
ended December 2010, 2009, and 2008 with your disclosure on pages 13
and 21 that in August 2010 you issued 10,000,000 restricted shares of
your common stock to Mr. Beatty for services rendered and your
disclosure on page F-12 regarding compensation paid in 2008. To the
extent that you did compensate Mr. Beatty in fiscal year 2010, please
revise to include a summary compensation table pursuant to Item 402(n)
of Regulation S-K in your next amendment.
Response
In response to this comment, we have revised our filing to show a
$10,000 stock award to Mr. Beatty for services rendered in 2010.
Principal Stockholders, page 19
43. Please revise the table on page 19 by removing the last two columns.
Response
We have revised our filing by removing the last two columns in this
table.
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Description of Securities, page 20 Common stock, page 20
44. Please revise to attribute the statements in the first sentence of the
second paragraph in this section to legal counsel as they are legal
conclusions. Alternatively, please remove the statements.
Response
In response to this comment, we have removed the statements in the
first sentence of the second paragraph in this section.
45. We note your statement on the cover page of your prospectus that your
common stock is listed on the OTC Markets under the trading symbol
"SPLI." Please provide the information required by Item 201(l)(a)(iii)
and (v) of Regulation S-K or explain why this is not necessary.
Response
Please see our response to Comment # 9 as our stock is not traded on
any markets.
Certain Transactions, page 21
46. We note your disclosure on page F-15 that you have a loan to an
officer and a related party. Please revise this section to provide the
disclosure required by Item 404(a) of Regulation S-K regarding these
loans.
Response
We do not have a loan to an officer. However, during March 2011,
Vincent Beatty loaned the Company $40,000 for operating expenses of
the Company, including the repayment of certain notes payable and
advances. The Company did not issue a promissory note on this
transaction and the Company and Mr. Beatty have not determined the
interest rate or maturity date for paying the note.
47. We note your disclosure on page 14 that you rent your offices from one
of your officers. Please revise to provide the disclosure required by
Item 404(a) of Regulation S-K regarding your lease. To the extent that
you have a written agreement with the officer, please file as an
exhibit to your registration statement.
Response
We have amended our filing to indicate that the Company uses office
space in Mr.Beatty's home for no rent.
Recent Sales of Unregistered Securities, page II-1
48. Please revise to furnish the information regarding your recent sales
of unregistered securities pursuant to Item 701 of Regulation S-K.
Response
Our revised filing contains the information required by Item 701 of
Regulation S-K.
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Exhibits, page 11-2
49. We note your disclosure on page 18 regarding your stock option plan.
Please file the plan as an exhibit to your registration statement.
Refer to Item 601(10)(iii) of Regulation S-K.
Response
Our former attorney had prepared a stock option plan, but it was never
adopted. Therefore, we have revised our disclosure to state that we do
not have a stock option plan and we do not have any outstanding stock
options.
Exhibit 99.1
50. Please revise the subscriber acknowledgement in paragraph 2 to remove
the statement that an investor "understands the risks of and other
considerations relevant to, a purchase of the Shares, including those
described under the caption 'Risk Factors' in the Prospectus," as it
is not appropriate to ask subscribers to acknowledge that they have
read the prospectus.
Response
We have revised Exhibit 99.1 by removing the above objectionable
language.
General Amendments to Our Filing
In addition to the amendments and revisions described above, we have made
various minor updating revisions to the dates of information in some of the
tables and other sections in the filing, updated consents of our auditors and
legal counsel and we have corrected a few typographical errors.
Please address any further comments to our attorney, David E. Wise, Esq.
Mr. Wise's contact information is set forth below:
Law Offices of David E. Wise
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@gvtc.com
Sincerely,
By: /s/ Vincent Beatty
-------------------------------
Vincent Beatty
President