DataMill Media Corp.
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, FL 33062
(954) 876-1181
April 18, 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, Amendment No. 2
Filed on April 4, 2011
File No. 333-172010
Dear Madam or Sir,
This letter is in response to your letter to me of April 14, 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:
PLAN OF DEVELOPMENT STAGE ACTIVITIES, PAGE 15
1. WE NOTE YOUR DISCLOSURE ON PAGE 16 THAT YOU WILL ONLY BE ABLE TO ENHANCE
YOUR WEBSITE IF YOU RAISE THE MAXIMUM AMOUNT OF PROCEEDS. HOWEVER, YOU
DISCLOSE IN YOUR USE OF PROCEEDS SECTION ON PAGE 10 THAT YOU INTEND TO
SPEND $3,000 ON WEBSITE DEVELOPMENT IF YOU RAISE THE MINIMUM AMOUNT OF
PROCEEDS AND THAT YOU INTEND TO SPEND $2,500 ON YOUR WEBSITE IF YOU RAISE
THE MAXIMUM AMOUNT OF PROCEEDS. PLEASE REVISE OR ADVISE.
RESPONSE
We have revised our Use of Proceeds section of our filing to clarify that
if we only raise the minimum proceeds that we will spend $3,000 to develop our
basic website and that we will spend an additional $2,500 to enhance our website
if we raise the maximum proceeds.
BUSINESS OVERVIEW, PAGE 19
2. WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT 8 AND REISSUE. PLEASE PROVIDE A
TIMELINE THAT DESCRIBES EACH STEP YOU INTEND TO TAKE IN ORDER TO BEGIN
EARNING REVENUES. FOR EXAMPLE, PLEASE DISCLOSE WHEN YOU INTEND TO DEVELOP
THE MATERIAL FOR YOUR DATABASE AND WHEN YOU INTEND TO HAVE AN OPERATIONAL
DATABASE.
RESPONSE
We have revised our filing on pages 19-21 to provide a timeline that
describes each step we intend to take in order to begin earning revenues. We
believe our revisions are responsive to your comment. We are very limited in
what we can now do in our business; therefore our timelines or based on 30 to 60
day periods following receipt of minimum and maximum proceeds.
CONFLICTS OF INTEREST, PAGE 3
3. WE NOTE YOUR DISCLOSURE ON PAGE 23 REGARDING MR. HAGAN'S AND MR. BEATTY'S
AGREEMENTS TO NOT ENGAGE IN BUSINESS THAT IS SIMILAR TO OR COMPETITIVE WITH
YOUR BUSINESS. PLEASE FILE THESE AGREEMENTS AS EXHIBITS TO YOUR NEXT
AMENDMENT OR ADVISE.
RESPONSE
Mr. Hagan and Mr. Beatty have verbally agreed to not engage in business
that is similar to or competitive with our business. There are no written
agreements on this subject. However, we do not believe that any written
agreement is necessary as we are both officers and directors of the Company and
have fiduciary duties and duties of loyalty to the Company as required by
Nevada. We state in our amended filing that we have agreed not to engage in
business that is similar to or competitive with the Company's business. Please
also note that in addition to including disclosure of our verbal agreements on
this subject in the prospectus, we both have signed the amended Form S-1. We
believe that nothing further is necessary.
CERTAIN TRANSACTIONS, PAGE 26
4. WE NOTE YOUR DISCLOSURE ON PAGE F-11 THAT YOU OWE YOUR CHIEF EXECUTIVE
OFFICER $31,686. PLEASE REVISE TO PROVIDE DISCLOSURE REGARDING THE
TRANSACTION HERE PURSUANT TO ITEM 404(A) OF REGULATION S-K AND IN YOUR
LIQUIDITY AND CAPITAL RESOURCES SECTION ON PAGE 16, AS APPROPRIATE, OR
ADVISE.
2
RESPONSE:
We have added the following language to our filing on page 27 in our
Certain Transactions section:
"During the year ended December 31, 2010, Vincent Beatty, our Chief
Executive Officer, loaned $36,686 to the Company for general and administrative
purposes. The Company repaid $5,000 of the loan during 2010. The net loan of
$31,686 is reflected "as due to related party-officer in our balance sheet as at
December 31, 2010. The Company did not issue a promissory note for these
advances and the Company and Mr. Beatty have not determined the interest rate or
maturity date for paying the loan back."
We have added the following bold type language to page 17 of our Liquidity
and Capital Resources section:
During the year ended December 31, 2010, the Company received proceeds
totaling $36,686 from the Company's current Chief Executive Officer for general
and administrative expenses and repaid $5,000 of the amount during the same
period. The net amount of $31,686 is reflected as due to related party-officer
on the accompanying December 31, 2010 balance sheet. THE COMPANY DID NOT ISSUE A
PROMISSORY NOTE TO MR. BEATTY FOR THESE ADVANCES AND THE COMPANY AND MR. BEATTY
HAVE NOT DETERMINED THE INTEREST RATE OR MATURITY DATE FOR PAYING THE LOAN BACK.
EXHIBIT 5.1
5. PLEASE BE ADVISED THAT THE OPINION OF COUNSEL SHOULD BE DATED AND FILED
REASONABLE CLOSE TO THE EFFECTIVENESS.
RESPONSE
We have dated the legal opinion April 15, 2011 and re-filing Exhibit 5.1
with this amendment.
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