SecProbe.io

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          March 1, 2010   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 responses to the comments in our letter dated September
16, 2009 and have the following additional comment. Unless otherwise indicated, we think you should revise your document in future filings in response to this comment.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Pleas e be as detailed as necessary  in your explanation.  After
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.
March 1, 2010 Page 2

Compensation Discussion and Analysis, page 28
1. We note your response to our prior comment  4 and reissue our comment.  Please
confirm to us that in future filings you will revise your Compensation Discussion
and Analysis section so that it provides  an accurate discussion of the actual
compensation awarded to the named executive officer(s).  To the extent
compensation is determined through perf ormance targets and benchmarking to
peer companies, please confirm to us that you will disclose these performance
targets and provide a list of companies to which you benchmark.

* * * * *
 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.
 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