SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          April 27, 2009  Robert N. Fried President and Chief Executive Officer ID Arizona Corp. 1105 N. Market Street, Suite 1300 Wilmington, DE 19801
 Re: ID Arizona Corp.
  Registration Statement on Form S-4
  File No. 333-158336
  Filed March 31, 2009
Dear Mr. Fried:

We have reviewed the above filing an d have the following comments. Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not 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.
 General

 1. Please provide a complete legal analysis  of why securities of ID Cayman are
being registered for issuance, but ID Arizona is the registrant on the Form S-4.  Please cite relevant securities laws and ru les in your analysis, as well as any state
law to the extent that is part of your analysis.  Additionally, please confirm:

• Whether there is any possibility that ID Arizona’s security holders will
hold securities governed by Arizona law except for the transitory moment
between the merger between Ideation and ID Arizona and the subsequent
continuance of ID Arizona into ID Cayman;

Robert N. Fried
ID Arizona Corp.
April 27, 2009 Page 2

• Whether current Ideation security holders  will ever have the legal right to
make any decisions as holders of ID Arizona securities , including voting
decisions, decisions to dispose of the securities, decisions to exercise
appraisal or dissenter’s rights, decisions to ex ercise a security, or
otherwise;
• That, after an entity governed by Caym an Islands law is created in this
transaction, that entity will file, as soon as prac ticable, a post-effective
amendment to this registration statement expressly adopting the registration statement as its own regi stration statement for all purposes of
the Securities Act of 1933 and the Securities Exchange Act of 1934 and setting forth any additional informati on necessary to reflect any material
changes made in connection with or resulting from the transaction or
necessary to keep the registration statement from being misleading in any material respect;
• That the post-effective amendment mentioned above will include all
required signatures, such as the sign atures of (1) the principal executive
officer, principal financial officer, controller or principal accounting
officer, and a majority of the directors of ID Cayman and (2) the duly authorized representative of ID Cayman in the United States; and
• That ID Cayman is not eligible to rely on General Inst ruction VII.E of
Form S-1, General Instruction I.A .7 of Form S-3, or the corresponding
instructions in Forms F-1 and F-3.
 2. We note your citation of statistical and third-party industry data throughout the
proxy statement/prospectus.  For example, we note the statistical and industry
information in various places on pages 134 through 142.  Please provide us with
support for all statistical and industry data , clearly cross-referencing a statement
with the underlying factual s upport.  With respect to the Nielsen data prepared in
connection with this filing and the consent filed as exhibit 23.5, please explain
why you did not include the disclaimer language from the consent in the proxy
statement/prospectus and why you think the consent is valid absent this language.

Summary Material Terms of the Transaction, page 1

The Business Combination, page 1

3. Please disclose the dollar amount of all of  the securities to be issued in the
business combination as consideration, including earn-out shares, based on the
trading prices as of a recent date.  Clarify how you valued the warrants, options, and restricted shares to be issued as consideration.
 4. Please disclose the percentage ownershi p that former SearchMedia security
holders will control following the business combination.  Provide this disclosure
with and without the full earn-out shares.  Also quan tify the impact of a maximum

Robert N. Fried
ID Arizona Corp.
April 27, 2009 Page 3

30% conversion by Ideation stockholders in both scenarios.  Lastly, describe the
potential impact of Ideation and Sponsor purchases on relative ownership levels.

Ideation and Sponsor Purchases, page 2

5. Please provide us with your analysis of whether the planned purchases of Ideation
common stock by Ideation or The Frost Group are tender offers subject to
Exchange Act Section 14(e) and Rule 13e- 4, or Exchange Act Sections 14(d) and
14(e), respectively. Cite all authority on which you rely.  We note your disclosure
that Ideation would be purchasing the shar es on either the open market or in
privately negotiated transactions.

6. We note that you will disclose Sponsor purchases one day prior to the business combination.  Please disclose when and how you will disclose Ideation purchases.  Given that the potential Ideation and Sponsor purchases described here could
have material impacts on the amount of funds available to the combined company
following the business combination and th e relative ownership of the company,
among other items, please disclose here and in the risk factor on page 47 that
Ideation stockholders may not have time to consider the impact of this material
information before submitting a proxy (or if a proxy has already been submitted, may not have time to revoke such proxy).
 7. We note that if Frost Group is not able  to satisfy its investment commitment,
Ideation has agreed to sell shares of Ideation to Frost Group at a price of $7.8815
as necessary to remedy such shortfall.  Please explain how this would enable Frost Group to remedy its shortfall.

Questions and Answers About the Redomesti cation, the Business Combination and the
Ideation Special Meeting, page 5

Why is an Arizona subsidiary involve d in the redomestication? page 8

8. Please explain why the two-step redomestication process was chosen rather than directly merging (rather than continuing) Ideation into ID Cayman in order to
effect the redomestication.

Summary, page 11

Acquisition Consideration, page 13

9. In order to provide persp ective for the 2009 earn-out targ et, disclose “adjusted net
income” for SearchMedia for 2008.

Robert N. Fried
ID Arizona Corp.
April 27, 2009 Page 4

Lock-Up Agreements, page 15
Registration Rights, page 15
 10. Please disclose the numbers of securities to be held by Linden Ventures that will
only be subject to lock-up for six months.  Please also clarify whether registration
rights will only be exercisable upon expira tion of the applicable lock-up periods.
 Quorum and Vote Required to Approve the Proposals by the Ideation Stockholders, page
17
 11. We note your disclosure that abstentions and broker non-votes will have no effect
on the Business Combination Proposal.  Please clarify whether the Business
Combination Proposal requires approval by th e majority of shares issued in the
IPO or only a majority of such shares that are voted.
 Interests of Ideation Officers and Direct ors in the Business Combination, page 20

 12. We note your disclosure in the second bu llet-point that SearchMedia could sue the
trust account.  We also note that your di sclosure in the risk factor on page 53
seems to indicate that a termination f ee payable by Ideation could reduce trust
proceeds.  However, on page 24 you disclose that the SearchMedia parties have waived all claims against the trust acc ount.  Please clarify whether SearchMedia
and its security holders have waived th eir right to sue the trust account in all
circumstances.
 13. Here and in other places of the proxy st atement/prospectus where conflicts are
discussed, please provide disclosure regarding the interest of Ideation affiliates arising from the interim financing provi ded to SearchMedia and explain how the
consummation of the business combinat ion would impact this financing.
 14. Please also discuss, to the extent materi al, the interests of Ideation officers and
directors resulting from reimbursement for out-of-pocket expenses from trust
funds released after the business combination was consummated.
 SearchMedia’s Conditions to Closing of the Share Exchange Agreement, page 22

 15. We note that it is a condition to closing that SearchMedi a have received investor
representation letters from each affiliate of Ideation who will receive ID Cayman
shares at the closing.  Please disclose the affiliates of Ideation that will receive ID
Cayman securities as considera tion in the business combination.

Amendment, page 24

16. Disclose whether it is the intent of Ideation to resolicit shareholder approval of the business combination if either party waives  a material condition.  We believe that

Robert N. Fried
ID Arizona Corp.
April 27, 2009 Page 5

resolicitation is generally required when companies waive material conditions to a
merger and such changes in the terms of th e merger render the disclosure that was
previously provided to share holders materially misleading.

Quotation, page 24
 17. Please discuss why it is unclear whether ID Cayman will meet the requirements
for continued listing following the busine ss combination and identify the factors
that could impact this, such as Idea tion or Sponsor share purchases.
 Risk Factors, page 29

 Risks Relating to Doing Business in th e People’s Republic of China, page 37

18. Clarify whether you have sought the advi ce of PRC tax counsel on the taxation
issues presented in the risk factors on page 39 regarding the contractual
arrangements between SearchMedia a nd Jingli Shanghai and on page 40 to 41
regarding the new EIT law.  If so, disclo se whether counsel believes it is more
likely than not that the unfavorable tax consequences described will apply.
 19. We note from disclosure on page 43 that the previous loan agreement establishing
the structure of SearchMedia’s operations in China may not be feasible.  Please clarify in an appropriate section of the proxy statement/prospectus the actions
SearchMedia has taken, if any, to repl ace this loan arrangement and whether
alternative options are available.  Disclose whether you have consulted Chinese counsel on this issue.
 The Ideation Special Meeting, page 67

 20. We note that Ideation’s initial stoc kholders hold 2,681,300 shares of common
stock acquired after the IPO that they in tend to vote in favor of the business
combination.  However, this appears to  be the entire ownership of these
stockholders pursuant to the beneficial  ownership table on page 204.  Please
provide clear disclosure regarding (a) the number of shares held by Ideation’s initial stockholders that must be voted in accordance with the majority of IPO shares and (b) the number of shares held  by Ideation’s initia l stockholders that
were acquired in the IPO or after-market and thus will be voted in favor of the business combination.  Please update the disclosure in future filings to the extent the initial stockholders ac quire additional shares.
 21. In your discussion of Conversion Procedur es on page 71, please clearly indicate
whether Ideation stockholders will have to vote against the Business Combination
Proposal and
 specifically indicate on th e proxy card, by checking a box or
otherwise, that they are exercising conversion rights.

Robert N. Fried
ID Arizona Corp.
April 27, 2009 Page 6

The Business Combination Proposal, page 86
 General Description of the Business Combination, page 86

 22. In the last paragraph beginning on pa ge 86, you refer to “the SearchMedia
shareholders that own shares of Id eation.”  Please clarify whether any
SearchMedia security holders own a si gnificant number of Ideation shares.
 Background of the Business Combination, page 87

 23. Please describe in more detail how Idea tion (or Oppenheimer on its behalf) first
became aware of and established contact with SearchMedia.
 24. Please describe the valuation negotiati ons in more detail and discuss how
valuation changed from the letter of inte nt to the final agreement, including a
discussion of when the earn-out was intr oduced and how the amount of shares and
target were determined.  Please suppleme ntally provide us with a copy of the
letter of intent.
 25. We note that SearchMedia manageme nt discussed projected financial
performance with Ideation management in December 2008.  Please disclose these
projections and the assump tions underlying them and discuss how they differed
from the projections prepared by Search Media management in March 2009 that
are disclosed on page 92.
 26. Please discuss in more detail the reasons  for and terms of the interim financing
and why affiliates of Ideation part icipated in such financing.
 27. Please discuss in more detail when a nd why the Ideation and Sponsor purchases
provisions were introduced  into the negotiations.

Ideation’s Reasons for the Business Combin ation and Recommendation of the Ideation
board of directors, page 91

28. Disclose SearchMedia’s reasons for the transaction.  Refer to Form S-4 Item 4(a)(2).  Discuss other options cons idered by SearchMedia and why this
transaction was chosen.
 29. Please consider including tabular disclo sure depicting in more detail how the
Ideation board derived an equity valu ation of $176.7 for SearchMedia and how
the board arrived at the comparative pr ice earnings ratio range and average.
Disclose the various inputs used  in arriving at these numbers.

Robert N. Fried
ID Arizona Corp.
April 27, 2009 Page 7

30. Please explain why the Ideation board onl y used projected 2009 results in its
valuation analysis and disc uss and quantify to the ex tent practicable how the
analysis would have been different had 2008 results been used in the analysis.
 31. We note your disclosure in the last para graph on page 92 that the assumptions and
estimates underlying the projections were  considered reasonable by SearchMedia
management as of the date of their prepar ation.  However, we also note that, as
disclosed on page 107, the SearchMedia pa rties have expressly disclaimed any
representations or warrantie s as to the reasonableness of the assumptions.  Given
this disclaimer, please disclose why the Ideation board believes that the SearchMedia management considered the assumptions reasonable.
 32. Please discuss whether the Ideation board considered obtaining a fairness opinion
as to the consideration to be offered a nd if so, why the board did not obtain such
an opinion.
 33. We note that the earn-out target for fi scal 2009 equals Search Media’s net income
projection for fiscal 2009.  However, from  disclosure elsewhere we note that the
earn-out target is based on ad justed net income.  Please clarify this and disclose
the assumed adjustments in the 2009 projection.
 Potential Disadvantages of the Business Combination with SearchMedia, page 94

 34. Please expand this section to provide a more balanced discussion of potential
disadvantages of the business combinati on with SearchMedia.  For example,
discuss the limited operating history of S earchMedia and the various uncertainties
and risks related to operating in China identi fied in the risk factors and elsewhere.
These are merely examples.

Satisfaction of 80% Test, page 94

35. Please explain why the Ideation board det