SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          September 16, 2009  Gregory A. Bloom President, Chief Executive Officer and Chief Financial Officer Imagine Media, Ltd. 1155 Sherman Street, Suite 307 Denver, CO  80203
Re: Imagine Media, Ltd.
Form 10-K for the fiscal year ended December 31, 2008
  Filed April 15, 2009
  File No. 000-53316

Dear Mr. Bloom:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Gregory A. Bloom
Imagine Media, Ltd.
September 16, 2009 Page 2

 Forward Looking Statements, page 2

1. Since the Private Securities Litigation  Reform Act of 1995 does not apply to
issuers of penny stock, in future filings e ither delete the reference to the Private
Securities Litigation Reform Act or revise to indicate that the safe harbor does not
apply to you.  Refer to Section 27A of the Securities Act and Section 21E of the
Exchange Act.
 Item 1A.  Risk Factors, page 7

2. It appears that certain disc losures in your Form 10-K  may have been retained
unchanged from a prospectus.  For example,  we note your references in your first
paragraph of this section to a prospectus, investment in shares of your common
stock and the trading price of your common stock.  In future filings, please revise
your disclosure to remove any references to  the prospectus or any other disclosure
that has been retained unchanged from the prospectus.

Item 9A.  Controls a nd Procedures, page 22
3. We note your disclosure that you did not undertake the procedur es required to
evaluate the adequacy of your internal  controls over financial reporting for
purposes of preparing a Management Report.  Please note the Division of
Corporation Finance views the failure to provide a management report as
rendering the annual report materially defi cient.  Because the annual report would
be considered materially deficient, you would not be timely or current in your
Exchange Act reporting, which results in  the loss of availability of Rule 144,
among other things.  If you wish to become current in your Exchange Act
reporting and regain the availability to  use Rule 144, you may revise your Form
10-K to include a management report and each item required under Item 308T(a)(1) – (3) of Regulation S-K.  Re fer to Question 115.02 of the Regulation
S-K Compliance & Disclosure Interpretations.
 Compensation Discussion and Analysis, page 28

4. We note your Compensation Discussion and Analysis discusses performance
based compensation and benchmarking.  However, it appears that the named
executive officer in your summary compensation table received only a salary in 2008.  In future filings, please revise this section so that it provides an accurate
discussion of the actual compensation awarde d to the named executive officer(s).
To the extent compensation is determ ined through performance targets and
benchmarking to peer companies, please disclose these performance targets and
provide a list of companie s to which you benchmark.

Gregory A. Bloom
Imagine Media, Ltd.
September 16, 2009 Page 3

Summary Compensation Table, page 30
5. In future filings, please disclose all assu mptions made in the valuation of awards
in the stock awards column of the tabl e by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements or
discussion in Management’s Discussion and Analysis.  See Instruction to
Regulation S-K Item 40 2(n)(2)(v) and (vi).
 Item 13.  Certain Relationships and Related Transactions, and Dir ector Independence,
page 32
6. In future filings, please revise this se ction to include all of the information
required by Item 404 of Regulation S-K.
7. In future filings, please identify each di rector that is independent under the
independence standards applicable to the company or state that you have no
independent directors.  Refer to  Item 407(a) of Regulation S-K.
 Signatures, page 36

8. Please have your controller or principa l accounting officer sign your filing.  Refer
to General Instruction D.2. of Form 10-K.

* * * * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Gregory A. Bloom
Imagine Media, Ltd.
September 16, 2009
Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact Michelle
Lacko at (202) 551-3240.  If you need further assistance , you may contact me at (202)
551-3574.           R e g a r d s ,                        J u l i e  F .  R i z z o          A t t o r n e y - A d v i s o r