DataMill Media Corp.
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, FL 33062
(954) 876-1181
April 21, 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. 3
Filed on April 15, 2011
File No. 333-172010
Dear Madam or Sir,
This letter is in response to your letter to me of April 20, 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:
USE OF PROCEEDS, PAGE 10
1. PLEASE RECONCILE YOUR DISCLOSURE IN THE TABLE ON PAGE 10, WHICH DISCLOSES
ONLY A $2,500 COST FOR WEBSITE DEVELOPMENT IF YOU RAISE THE MAXIMUM AMOUNT
OF PROCEEDS IN THIS OFFERING WITH YOUR DISCLOSURE ON PAGE 11 AND IN YOUR
RESPONSE TO OUR PRIOR COMMENT ONE THAT YOU WILL SPEND $3,000 TO DEVELOP
YOUR WEBSITE AND THAT YOU WILL SPEND AN ADDITIONAL $2,500 TO ENHANCE YOUR
WEBSITE IF YOU RAISE THE MAXIMUM AMOUNT OF PROCEEDS IN THIS OFFERING. IN
ADDITION, PLEASE RECONCILE YOUR TABLES ON PAGE 4 AND 21 WITH YOUR TABLE ON
PAGE 10. FOR EXAMPLE, ON PAGE 4, YOU INDICATE THAT YOU WILL SPEND $1,000 TO
PURCHASE A COMPUTER AND AN ADDITIONAL $8,000 TO PURCHASE ADDITIONAL
COMPUTERS IF YOU RAISE THE MAXIMUM AMOUNT. HOWEVER, ON PAGE 10, YOU
DISCLOSE THAT YOU WILL SPEND A TOTAL OF $8,000 FOR COMPUTER PURCHASES IF
YOU RAISE THE MAXIMUM AMOUNT.
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. We have added a new line item to the table
entitled "Website enhancement" that serves this purpose. We have also revised
the dollar amounts for Product Inventory and Computer Equipment in the Maximum
column to show that those figures are additive in order to reconcile with our
tables on pages 4 and 21.
BUSINESS OVERVIEW, PAGE 19
2. WE NOTE THE DISCLOSURE ON PAGE 19 THAT "[O]NCE[YOU] HAVE RAISED THE MAXIMUM
$100,000 IN OFFERING PROCEEDS IN THIS OFFERING, [YOU] PLAN TO PROVIDE"
CONSULTING SERVICES. PLEASE REVISE TO STATE THAT YOU CANNOT PROVIDE ANY
ASSURANCES THAT YOU WILL BE ABLE TO RAISE THE MAXIMUM OFFERING AMOUNT
AND/OR PROVIDE CONSULTING SERVICES.
RESPONSE
We have revised our filing on pages 4, 15, 19 and 21 to state that "We
cannot assure you that we will be able to raise the maximum $100,000 in offering
proceeds in this offering. If we do not raise the maximum $100,000, then we will
not be able to provide our consulting services."
3. PLEASE REVISE TO RECONCILE YOUR DISCLOSURE ON PAGE 20 AND 21 REGARDING THE
AMOUNT OF TIME IT WILL TAKE YOU TO ACCOMPLISH CERTAIN STEPS IN YOUR
BUSINESS PLAN WITH YOUR DISCLOSURE ON PAGE 21. FOR EXAMPLE, ON PAGE 21 YOU
STATE THAT YOU CAN ACCOMPLISH ADDITIONAL INVENTORY WITHIN 30 DAYS OF YOUR
RECEIPT OF THE PROCEEDS. HOWEVER, IN THE PARAGRAPH ABOVE YOU STATE THAT YOU
INTEND TO PURCHASE THE INVENTORY WITHIN 45 DAYS OF YOUR RECEIPT OF THE
PROCEEDS.
RESPONSE
We have revised our disclosure on page 21 to state 30 days instead of 45
days.
4. PLEASE REVISE THE THIRD PARAGRAPH ON PAGE 21 TO STATE THAT IS YOUR BELIEF
THAT THE STEPS WILL BE ACCOMPLISHED WITHIN 30 DAYS OF YOUR RECEIPT OF
PROCEEDS EQUAL TO THE MINIMUM OF $20,000 FROM THE OFFERING.
RESPONSE:
We have added the "We believe" language suggested by the comment on page 21
and we have added "We believe" to similar language on page 4 and 15.
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
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Vincent Beatty
President