SecProbe.io

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 FLUENT, INC.

 300 Vesey Street, 9th Floor

 New York, New York 10282

 September 22, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Rucha Pandit

 Re:

 Fluent, Inc.

 Registration Statement on Form S-3

 Filed September 15, 2025

 File No. 333-290274

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Fluent, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on Wednesday, September 24, 2025, or as soon thereafter as possible.

 Please notify Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (202) 747-2651 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 FLUENT, INC.

 By:

 /s/ Ryan Perfit

 Name:

 Ryan Perfit

 Title:

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

Ryan Perfit
Chief Financial Officer
Fluent, Inc.
300 Vesey Street, 9th Floor
New York, NY 10282

 Re: Fluent, Inc.
 Registration Statement on Form S-3
 Filed September 15, 2025
 File No. 333-290274
Dear Ryan Perfit:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Nazia Khan
</TEXT>
</DOCUMENT>

CORRESP
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	flnt20240905_corresp.htm

FLUENT, INC.

300 Vesey Street, 9th Floor

New York, New York 10282

September 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

			Re:

			Fluent, Inc.

			Registration Statement on Form S-3

			Filed August 28, 2024

			File No. 333-281805

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Fluent, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”) be accelerated so that it becomes effective at 5:00 p.m., Eastern Time, on September 9, 2024, or as soon thereafter as possible.

Please notify Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (202) 747-2651 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

			Sincerely,

			FLUENT, INC.

			By:

			/s/ Daniel Barsky

			Name:

			Daniel Barsky

			Title:

			General Counsel

September 4, 2024
Donald Patrick
Chief Executive Officer
Fluent, Inc.
300 Vesey Street, 9th Floor
New York, New York 10282
Re:Fluent, Inc.
Registration Statement on Form S-3
Filed August 28, 2024
File No. 333-281805
Dear Donald Patrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Nazia J. Khan

United States securities and exchange commission logo
October 1, 2021
Alexander Mandel
Chief Financial Officer
Fluent, Inc.
300 Vesey Street
9th Floor
New York, NY 10282
Re:Fluent, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 16, 2021
File No. 001-37893
Dear Mr. Mandel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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	flnt20210921_corresp.htm

VIA EDGAR

September 21, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

Attn: Theresa Brillant

Re:     Fluent, Inc.

Form 10-K for Fiscal Year Ended December 31, 2020

Filed March 16, 2021

File No. 001-37893

Ladies and Gentlemen:

We are writing on behalf of Fluent, Inc. (the “Company”) in response to the letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 18, 2021 (the “Comment Letter”) relating to the above-referenced filing.

Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold and is followed by the corresponding response of the Company.

Form 10-K for the year ended December 31, 2020

Business, page 1

			1.

			Please describe and name the significant owned and operated digital media properties through which you conduct your business.

Response: The Company will include this information in future filings with the Commission that include a description of the business. The Company notes supplementally that the Company’s significant owned and operated media properties are indicated in an investor relations deck that was furnished to the Commission on Form 8-K on May 19, 2021.

Definitions, Use and Reconciliation of Non-US GAAP Financial Measures, page 24

			2.

			We note your presentation of the Non-GAAP measure “Media margin.” Please tell us why you believe revenue is the most directly comparable GAAP measure given that Media margin contemplates costs. It appears that this measure is more akin to a measure of GAAP Gross profit, and therefore, your reconciliation should begin with this GAAP measure, even if it is not presented on your consolidated statement of operations. Please revise. Additionally, please balance your presentation of “Media margin percentage of revenue” with the most directly comparable GAAP measure in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response: The Company respectfully advises the Staff that it has historically reconciled the non-GAAP measure called media margin with net income (loss), which the Company deemed to be the nearest comparable GAAP measure presented on its consolidated statement of operations. The Company has considered the Staff’s comment and the remarks made by Mr. Patrick Gilmore at the 2019 AICPA Conference on Current SEC and PCAOB Developments. Based on our understanding of Mr. Gilmore’s remarks and our conference call discussions with the Staff, the Company will in future filings with the Commission reconcile the non-GAAP measure media margin with “gross profit (exclusive of depreciation and amortization)”. This metric is not presented on the Company’s consolidated statements of operations but is derived directly from revenue and cost of revenue (exclusive of depreciation and amortization), each of which is presented on the Company’s consolidated statements of operations. Additionally, in future filings with the Commission, the presentation of “media margin as a percentage of revenue” will be balanced with “gross profit (exclusive of depreciation and amortization) as a percentage of revenue” in accordance with Commission regulations and guidance.

The disclosure related to media margin will follow the form below:

“We report the following non-GAAP measures:

Media margin is defined as that portion of gross profit (exclusive of depreciation and amortization) that is attributable to variable costs paid for media and related expenses. Gross profit (exclusive of depreciation and amortization) represents revenue minus cost of revenue (exclusive of depreciation and amortization). Media margin is also presented as percentage of revenue.

. . .

Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable measure.

			[PERIOD] Ended XXX,

			202X

			202X

			Revenue

			$

			$

			Less: Cost of revenue (exclusive of depreciation and amortization)

			$

			$

			Gross Profit (exclusive of depreciation and amortization)

			$

			$

			Gross Profit (exclusive of depreciation and amortization) % of revenue

			      %

			     %

			Less: Non-media cost of revenue (1)

			$

			$

			Media margin

			$

			$

			Media margin % of revenue

			      %

			      %

			(1)

			Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

We present media margin and media margin as a percentage of revenue . . . as supplemental measures of our financial and operating performance because we believe they provide useful information to investors. More specifically:

Media margin, as defined above, is a measure of the efficiency of the Company’s operating model. We use media margin and the related measure of media margin as a percentage of revenue as primary metrics to measure the financial return on our media and related costs, specifically to measure the degree by which the revenue generated from our digital marketing services exceeds the cost to attract the consumers to whom offers are made through our services. Media margin is used extensively by our management to manage our operating performance, including evaluating operational performance against budgeted media margin and understanding the efficiency of our media and related expenditures. We also use media margin for performance evaluations and compensation decisions regarding certain personnel.

Media margin is a non-GAAP financial measure with certain limitations regarding its usefulness. It does not reflect our financial results in accordance with GAAP as it does not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Accordingly, media margin is not indicative of our overall results or an indicator of past or future financial performance. Further, it is not a financial measure of profitability and it is neither intended to be used as a proxy for the profitability of our business nor does it imply profitability. The way we measure media margin . . . may not be comparable to similarly titled measures presented by other companies and may not be identical to corresponding measures used in our various agreements.”

Results of Operations

Summary, page 27

			3.

			Please balance your presentation of the Non-GAAP measure “Media margin” with the most directly comparable GAAP measure. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response: As noted in the response to comment number 2 above, in future filings with the Commission that include management’s discussion and analysis of financial position and results of operations, the presentation of media margin will be balanced with gross profit (exclusive of depreciation and amortization).

We sincerely appreciate the Staff’s comments. If you have any questions or need any information, please do not hesitate to contact us.

Sincerely,

FLUENT, INC.

By:  /s/ Alexander Mandel

Alexander Mandel

Chief Financial Officer

Cc:  Ryan McCarthy, Esq.

John D. Tishler, Esq., Sheppard, Mullin, Richter & Hampton LLP

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VIA EDGAR

August 31, 2021

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Trade & Services

100 F Street N.E.

Washington, DC 20549

Attn: Theresa Brillant

Re:     Fluent, Inc.

Form 10-K for Fiscal Year Ended December 31, 2020

Filed March 16, 2021

File No. 001-37893

Dear Ms. Brillant:

We received your letter dated August 18, 2021, setting forth comments from the Staff of the U.S. Securities and Exchange Commission (“Staff”) to the above-captioned report of Fluent, Inc. (the “Company”). Your letter asks the Company to respond within ten business days by providing the requested information or by advising the Staff when it will provide the requested response.

This letter is to confirm that, per the telephone exchange among legal representatives of the Company and you on August 27, 2021, the Company intends to respond to the Staff’s comments by September 15, 2021.

If you have any questions, please feel free to contact us.

Sincerely,

FLUENT, INC.

By:  /s/ Alexander Mandel

Alexander Mandel

Chief Financial Officer

Cc:  Ryan McCarthy, Esq.

John D. Tishler, Esq., Sheppard, Mullin, Richter & Hampton LLP

United States securities and exchange commission logo
August 18, 2021
Alexander Mandel
Chief Financial Officer
Fluent, Inc.
300 Vesey Street
9th Floor
New York, NY 10282
Re:Fluent, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 16, 2021
File No. 001-37893
Dear Mr. Mandel:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2020
Business, page 1
1.Please describe and name the significant owned and operated digital media properties
through which you conduct your business.
Definitions, Use and Reconciliation of Non-US GAAP Financial Measures, page 24
2.We note your presentation of the Non-GAAP measure "Media margin."  Please tell us
why you believe revenue is the most directly comparable GAAP measure given that
Media margin contemplates costs.  It appears that this measure is more akin to a measure
of GAAP Gross profit, and therefore, your reconciliation should begin with this GAAP
measure, even if it is not presented on your consolidated statement of operations.  Please
revise.  Additionally, please balance your presentation of "Media margin percentage of
revenue" with the most directly comparable GAAP measure in accordance with Item

 FirstName LastNameAlexander Mandel
 Comapany NameFluent, Inc.
 August 18, 2021 Page 2
 FirstName LastName
Alexander Mandel
Fluent, Inc.
August 18, 2021
Page 2
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
Results of Operations
Summary, page 27
3.Please balance your presentation of the Non-GAAP measure "Media margin" with the
most directly comparable GAAP measure.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K
and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Theresa Brillant at 202-551-3307 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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August 21, 2019

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Josh Shainess

 Re:

 Fluent, Inc.

Registration Statement on Form S-3
File No. 333-233250

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Fluent, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Thursday, August 22, 2019, or as soon thereafter as possible.

Please notify John D. Tishler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (858) 720-8943 as soon as possible as to the time the registration statement has been declared effective pursuant to this acceleration request.

 Respectfully,

 Fluent, Inc.

 By:

 /s/ Daniel J Barsky

 Name:

 Daniel J Barsky

 Title:

 General Counsel

 1

August 16, 2019
Ryan Schulke
Chief Executive Officer
Fluent, Inc.
300 Vesey Street, 9th Floor
New York, NY 10282
Re:Fluent, Inc.
Registration Statement on Form S-3
Filed August 13, 2019
File No. 333-233250
Dear Mr. Schulke:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

December 10, 2018
Ryan Perfit
Chief Financial Officer
Fluent, Inc.
33 Whitehall Street, 15th Floor
New York, NY 10004
Re:Fluent, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 14, 2018
File No. 001-37893
Dear Mr. Perfit:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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November 13, 2018

VIA EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Joseph Cascarano

Lisa Haynes Etheredge

Re:         Fluent, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 14, 2018

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

Filed August 8, 2018

File No. 001-37893

Dear Mr. Cascarano and Ms. Etheredge:

Fluent, Inc. (the “Company,” “we,” “our” or “us”) submits this letter in response to the Staff’s comment letter, dated November 1, 2018, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2017 filed March 14, 2018 and Form 10-Q for the Fiscal Quarter Ended June 30, 2018 filed August 8, 2018 (the "Company Filings"). For your convenience, we have recited the Staff’s comment in boldface type and provided our response immediately thereafter. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the Company Filings.

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

10. Segment Information, page 20

1.

 We note your disclosure that, subsequent to the spin-off of red violet, you have only one reportable segment. On page F-17 of your Form 10-K for the year ended December 31, 2017, you previously disclosed that you had two operating segments. Please tell us and revise your future filings to clarify if you continue to have two operating segments that you have now aggregated into a single reportable segment. Please refer to ASC 280-10-50-21(a). Please also revise your critical accounting policy disclosures on page 24 to describe any changes in your definition of goodwill reporting units after the red violet spin-off and the reasons for those changes. Please refer to Item 303(b) of Regulation S-K and Section V of SEC Release 33-8350.

Response: We respectfully acknowledge the Staff's comment and note that, as a result of the Spin-off of red violet, we determined that we had one reportable segment, corresponding to one operating segment,

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

November 13, 2018

Page 2

Performance Marketing, as of March 31, 2018. Additionally, we note that, as a result of the Spin-off and the related change in our reportable segments, we now operate under one reporting unit for the purpose of goodwill impairment testing, and that the Spin-off did not constitute an event or circumstance that would require goodwill impairment testing of the remaining reporting unit as of that date. We have included disclosure consistent with this response on pages 21 and 32 of our Form 10-Q for the fiscal quarter ended September 30, 2018, which we filed with the SEC on November 8, 2018. We confirm that we will continue to include this disclosure in our future filings.

*    *    *    *    *

Thank you for your continued assistance with these filings.  If you have any questions, please call me at (646) 356-8476.

Sincerely,

FLUENT, INC.

/s/ Ryan Perfit

Ryan Perfit

Senior Vice President, Finance and

Interim Chief Financial Officer

cc:    Daniel Barsky, General Counsel & Chief Compliance Officer

Fluent, Inc.

November 1, 2018
Ryan Perfit
Chief Financial Officer
Fluent, Inc.
33 Whitehall Street, 15th Floor
New York, NY 10004
Re:Fluent, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 14, 2018
Form 10-Q for the Fiscal Quarter Ended June 30, 2018
Filed August 8, 2018
File No. 001-37893
Dear Mr. Perfit:
            We have reviewed your October 22, 2018 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 24, 2018 letter.
Form 10-Q for the Period Ended June 30, 2018
10. Segment Information, page 20
1.We note your disclosure that, subsequent to the spin-off of red violet, you have only one
reportable segment.  On page F-17 of your Form 10-K for the year ended December 31,
2017, you previously disclosed that you had two operating segments. Please tell us and
revise your future filings to clarify if you continue to have two operating segments that
you have now aggregated into a single reportable segment.  Please refer to ASC 280-10-
50-21(a).  Please also revise your critical accounting policy disclosures on page 24 to

 FirstName LastNameRyan Perfit
 Comapany NameFluent, Inc.
 November 1, 2018 Page 2
 FirstName LastName
Ryan Perfit
Fluent, Inc.
November 1, 2018
Page 2
describe any changes in your definition of goodwill reporting units after the red violet
spin-off and the reasons for those changes.  Please refer to Item 303(b) of Regulation S-K
and Section V of SEC Release 33-8350.
            You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Lisa Haynes
Etheredge, Staff Accountant, at (202) 551-3424 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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October 22, 2018

VIA EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Joseph Cascarano

Lisa Haynes Etheredge

Re:         Fluent, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 14, 2018

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

Filed August 8, 2018

File No. 001-37893

Dear Mr. Cascarano and Ms. Etheredge:

Fluent, Inc. (the “Company,” “we,” “our” or “us”) submits this letter in response to the Staff’s comment letter, dated September 24, 2018, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2017 filed March 14, 2018 and Form 10-Q for the Fiscal Quarter Ended June 30, 2018 filed August 8, 2018. For your convenience, we have recited the Staff’s comments in boldface type and provided our response to each comment immediately thereafter.

Form 10-K for the Fiscal Year Ended December 31, 2017

Summary of significant accounting policies
(h) Goodwill, page F-14

1.

 We note goodwill represents a substantial element of your Balance Sheet. You disclose that the results of your impairment testing indicated the fair value of your reporting units exceeded their carrying amount. We note that your Information Services reporting unit has historically incurred substantial losses from operations. Please modify your disclosure to state, if true, that the results of your impairment testing indicate the fair values of each reporting unit substantially exceed their carrying values. Otherwise, please disclose (either here or within Critical Accounting Policies in MD&A) the amount or percentage by which each reporting unit's fair value exceeds its carrying value.

Response: The results of our Step One quantitative assessment in connection with our goodwill impairment test on October 1, 2017 and 2016 indicated the fair value of both the Information Services segment and Performance Marketing segment substantially exceeded their related carrying values. The percentage by which the fair value of the Information Services segment exceeded its carrying value was

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

October 22, 2018

Page 2

more than 160% and 70% as of October 1, 2017 and 2016, respectively. The percentage by which the fair value of the Performance Marketing segment exceeded its carrying value was more than 50% and 10% as of October 1, 2017 and 2016, respectively. In future filings, we will either (i) indicate that the fair value of the reporting unit is substantially in excess of carrying value, if applicable, or (ii) disclose the amount or percentage by which our reporting unit’s fair value exceeds its carrying value, if the fair value of the reporting unit is not substantially in excess of its respective carrying value.

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

Summary of significant accounting policies
(c) Revenue recognition, page 7

2.

 You disclose on page 8 that you have a right to payment from customers in an amount that corresponds directly with the value of the performance completed to date. We note that a significant portion of your accounts receivable as of June 30, 2018 and December 31, 2017 consists of unbilled revenue. Please expand your revenue policy to describe the circumstances that result in delays between revenue recognition and the issuance of customer invoices. Please tell us the extent to which your unbilled revenue balances as of June 30, 2018 have been subsequently invoiced and how long it took to issue those invoices.

Response: The majority of billings are subject to a client confirmation process, as is typical in the performance marketing industry. In general, this process typically takes less than one month to complete.  At the beginning of the month following the service period, the Company contacts its customers to confirm the number of conversions for the previous month. The unbilled revenue balance, as reported in the Company’s financial disclosures, is calculated based on internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. We note that, consistent with our revenue recognition policy, all performance obligations have been met at the end of the service period when the revenue is recognized, and that the client confirmation process is not a customer acceptance provision that could require a delay in revenue recognition. Invoices provided to the Company’s customers are typically within a 3% margin of the unbilled revenue balance.

As of July 31, 2018, over 99% of the unbilled revenue balance at June 30, 2018 had been invoiced to clients.

In future filings, we will update our revenue policy disclosure to outline the client confirmation process and highlight the short-term nature of the unbilled revenue balance, as follows:

If there is a delay between the period in which revenue is recognized and when customer invoices are issued, revenue is recognized and related amounts are recorded as unbilled revenue in accounts receivable. As of June 30, 2018 and December 31, 2017, unbilled revenue included in accounts receivable totaled $19,643 and $16,238, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company’s internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. The majority of invoices included within the unbilled revenue balance are issued within the month directly following the period of service.

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

October 22, 2018

Page 3

*    *    *    *    *

Thank you for your continued assistance with these filings.  If you have any questions, please call me at (646) 356-8476.

Sincerely,

FLUENT, INC.

/s/ Ryan Perfit

Ryan Perfit

Senior Vice President, Finance and

Interim Chief Financial Officer

cc:    Daniel Barsky, General Counsel & Chief Compliance Officer

Fluent, Inc.

September 24, 2018
Ryan Perfit
Chief Financial Officer
Fluent, Inc.
33 Whitehall Street, 15th Floor
New York, NY 10004
Re:Fluent, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 14, 2018
Form 10-Q for the Fiscal Quarter Ended June 30, 2018
Filed August 8, 2018
File No. 001-37893
Dear Mr. Perfit:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2017
Summary of significant accounting policies
(h) Goodwill, page F-14
1.We note goodwill represents a substantial element of your Balance Sheet.  You
disclose that the results of your impairment testing indicated the fair value of your
reporting units exceeded their carrying amount.  We note that your Information Services
reporting unit has historically incurred substantial losses from operations.  Please modify
your disclosure to state, if true, that the results of your impairment testing indicate the fair
values of each reporting unit substantially exceed their carrying values.  Otherwise, please
disclose (either here or within Critical Accounting Policies in MD&A) the amount or

 FirstName LastNameRyan Perfit
 Comapany NameFluent, Inc.
 September 24, 2018 Page 2
 FirstName LastName
Ryan Perfit
Fluent, Inc.
September 24, 2018
Page 2
percentage by which each reporting unit's fair value exceeds its carrying value.
Form 10-Q for the Fiscal Quarter Ended June 30, 2018
Summary of significant accounting policies
(c) Revenue recognition, page 7
2.You disclose on page 8 that you have a right to payment from customers in an amount that
corresponds directly with the value of the performance completed to date.  We note that a
significant portion of your accounts receivable as of June 30, 2018 and December 31,
2017 consists of unbilled revenue.  Please expand your revenue policy to describe the
circumstances that result in delays between revenue recognition and the issuance of
customer invoices.  Please tell us the extent to which your unbilled revenue balances as of
June 30, 2018 have been subsequently invoiced and how long it took to issue those
invoices.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Cascarano, Staff Accountant, at (202) 551-337or Lisa Haynes
Etheredge, Staff Accountant, at (202) 551-3424 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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CORRESP

 COGINT, INC.

2650 North Military Trail, Suite 300

Boca Raton, FL 33431

(561) 757-4000

 February 1, 2017

VIA EDGAR AND E-MAIL

 Securities and Exchange
Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:

Cogint, Inc.

Registration Statement on Form S-3

File No. 333-215125

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Cogint, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to
4:00 p.m., Eastern Time, on Friday, February 3, 2017, or as soon thereafter as practicable.

 In making its request, the Company acknowledges that:

 (i)

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, that act will not foreclose the Commission from taking any action with respect to the filing;

 (ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosures in the Registration Statement;

 (iii)

the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States; and

 (iv)

the Company is aware of its obligations under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

 Please call Michael Francis at Akerman LLP at (305) 982-5581 as soon as the Registration Statement has been declared
effective.

 Thank you for your courtesy and cooperation.

Sincerely,

 /s/ Joshua Weingard

Joshua Weingard

 Corporate Counsel

Cc:

 Joshua Shainess (Securities and Exchange Commission)

Michael Francis (Akerman LLP)

CORRESP
1
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CORRESP

 Michael Francis

Akerman LLP

 Las Olas Centre II, Suite
1600

 350 East Las Olas Boulevard

Fort Lauderdale, FL 33301-2999

 Tel:
954.463.2700

 Fax: 954.463.2224

 January 24, 2017

 VIA EDGAR

 Larry Spirgel

 Assistant Director

AD Office 11 – Telecommunications

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Mail Stop 3720

 Washington, D.C. 20549

Re:
Cogint, Inc.

 Registration Statement on Form
S-3

 Filed December 16, 2016

File No. 333-215125

Dear Mr. Spirgel:

 On behalf of Cogint, Inc. (the
“Company”), we hereby respond to the Staff’s comment letter, dated January 10, 2017, regarding the Company’s Registration Statement on Form S-3 filed on December 16, 2016.
Please note that we are simultaneously filing Amendment No. 1 to the Form S-3 (“Amendment No. 1”).

Please note that for the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the Company’s response to the
comment immediately thereafter.

 General

1.
We note that your Form 8-K filed November 23, 2016 indicates the purchase of 2 million shares from you in a registered direct offering. We also note that you
conducted a private placement offering with those same purchasers through which the purchasers were issued warrants to purchase 1.1 million shares. Since it appears that these offerings are concurrent, provide us with your analysis on whether
the offerings should be integrated. Refer to Release No. 33-8828.

 As described in the
Company’s prospectus supplement, dated November 23, 2016, and the Company’s Current Report on Form 8-K, dated November 23, 2016, the Company entered into a definitive securities purchase
agreement with certain accredited investors for the sale of an aggregate of 2,000,000 shares of the Company’s common stock in a registered direct offering for gross proceeds of $6.0 million (“Registered Direct Offering”).
Simultaneously, the Company conducted a private placement offering with the same purchasers in the Registered Direct Offering, through which the Company issued to the purchasers, for no additional consideration, warrants to purchase an aggregate of
1,000,000 shares of the Company’s common stock (the “Private Placement”). The warrants were sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities
Act”) and Rule 506 promulgated thereunder. Both the Registered Direct Offering and Private Placement closed on November 28, 2016.

 Larry Spirgel

Assistant Director

 AD Office 11 – Telecommunications

United States Securities and Exchange Commission

 January 24,
2017

  Page
 2

 Securities Act Release No. 33-8828 provides a five factor test
to determine whether a public offering and a private offering should be integrated. The five factors are as follows:

1.
whether the different offerings are part of a single plan of financing;

2.
the offerings involve issuance of the same class of security;

3.
the offerings are made at or about the same time;

4.
the same type of consideration is to be received; and

5.
the offerings are made for the same general purpose.

 The Company respectfully submits to the Staff that the
Registered Direct Offering and the Private Placement should be integrated for the reasons described below.

 Factor One:

The Registered Direct Offering and Private Placement were part of a single plan of financing as they occurred simultaneously to the same purchasers, and the
Company did not receive additional consideration in connection with the Private Placement.

 Factor Two:

The Registered Direct Offering and Private Placement involved the same class of security as the Registered Direct Offering was for the Company’s common
stock and the Private Placement was for warrants exercisable for the Company’s common stock.

 Factor Three:

The Registered Direct Offering and Private Placement were simultaneous. Both closed on November 28, 2016.

Factor Four:

 In connection with the Registered Direct
Offering, the Company received gross proceeds of $6.0 million. The Company did not receive additional consideration in connection with the Private Placement.

 Larry Spirgel

Assistant Director

 AD Office 11 – Telecommunications

United States Securities and Exchange Commission

 January 24,
2017

  Page
 3

 Factor Five:

The Registered Direct Offering and Private Placement were made for the same general purpose. The Company intends to use the net proceeds from the Registered
Direct Offering, and Private Placement (although the Company did not receive additional consideration in connection with the Private Placement), for working capital and other general corporate purposes, including funding future acquisitions.

Although we believe the Registered Direct Offering and Private Placement should be integrated, the Staff’s guidance in Securities Act Release No. 33-8828 further indicates that, under appropriate circumstances, there can be a side-by-side private offering under Securities
Act Section 4(a)(2) or the Securities Act Rule 506 safe harbor with a registered public offering1 without having to limit the private offering to qualified institutional buyers and two or three
additional large institutional accredited investors. Additionally, CD&I 139.25 indicates “if the investors in the private offering become interested in the private offering through some means other than the registration statement – for
example, there is a substantive, pre-existing relationship between the investors and the company – then the registration statement would not have served as a general solicitation for the private offering
and Section 4(2) would be available, assuming the offering is otherwise consistent with the exemption.” The Company has a pre-existing relationship with the purchasers in the Registered Direct
Offering and the Private Placement, and as a result, the registration statement did not serve as a general solicitation for the Private Placement and Section 4(a)(2) and Rule 506 was available. Furthermore, the conditions of Rule 506(c) under the
Securities Act were satisfied as all purchasers in the Private Placement were accredited investors and the Company took reasonable steps to verify that each purchaser in the Private Placement was an accredited investor.

2.
We note that your registration statement states that the prospectus relates to the issuance of up to 1.1 million shares of your common stock upon the exercise of warrants and the resale of the warrant shares.
Please further explain your decision to register both the issuance of the underlying shares and the resale, rather than only the resale of those shares. Please refer to CD&I 239.15.

In response to the Staff’s comment, we have revised Amendment No. 1 to register only the resale of the shares of Common Stock underlying the
warrants and not the issuance of such shares.

3.
Please disclose the seller of the 200,000 “purchased shares” that were issued in a private placement on December 15, 2016. Additionally, expand your disclosure to describe the material terms of that
private transaction.

 In response to the Staff’s comment, we respectfully note the selling stockholder of the Purchased Shares is
identified under the heading “Recent Developments” on page 6 of the prospectus and in the Selling Stockholders table on page 11 of the prospectus. Also, in the Recent Developments section, we have disclosed the material terms of the
transaction.

1
Please note, the Registered Direct Offering was not a bona fide public offering involving wide spread dissemination of the offer and proposed sale, but rather a registered shelf take down issuing shares to parties with
whom the Company has a long-standing, pre-existing relationship.

 Larry Spirgel

Assistant Director

 AD Office 11 – Telecommunications

United States Securities and Exchange Commission

 January 24,
2017

  Page
 4

 If you have any questions, please call me at
305-982-5581.

 Sincerely,

AKERMAN, LLP

  /s/ Michael
Francis

 Michael Francis

For the Firm

cc:
Celeste M. Murphy, Legal Branch Chief

 United States Securities and Exchange Commission

Joshua Shainess, Attorney-Adviser

United States Securities and Exchange Commission

Derek Dubner

 Cogint, Inc.

Joshua B. Weingard, Esq.

Cogint, Inc.

Mail Stop 3720
January 10, 2017

Derek Dubner
Chief Executive Officer
Cogint, Inc.
2650 North Military Trail, Suite 300
Boca Raton, FL 33431

Re: Cogint, Inc.
  Registration Statement on Form S-3
Filed  December 16, 2016
  File No.  333-215125

Dear Mr. Dubner :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that your Form 8 -K filed November 23, 2016 indicates the purchase of 2 million
shares from you in a registered direct offering.  We also note that you conducted a private
placement offering with those same purchasers through which the purchasers w ere issued
warrants to purchase 1.1 million shares.  Since it appears that these offerings are
concurrent, provide us with your analysis on whether the offerings should be integrated.
Refer to Release No. 33 -8828 .

2. We note that your registration  statement  states that the prospectus relates to the issuance
of up to 1.1 million shares of your common stock upon the exercise of warrants and the
resale of the warrant shares.  Please further explain your decision to register both the
issuance of the underlying s hares and the resale, rather than only the resale of those
shares.  Please refer to CD&I 239.15.

Derek Dubner
Cogint, Inc.
January 10 , 2017
Page 2

 3. Please disclose the seller of the 200,000 “purchased shares” that were issued in a private
placement on December 15, 2016 .  Additionally, expand your disclosu re to describe the
material terms of that private transaction .

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the s taff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Joshua Shainess, Attorney -Adviser  at (202) 551 -7951 , Celeste M. Murphy,
Legal Branch Chief at (202) 551 -3257, or me at (202) 551 -3815 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Joshua B. Weingard, Esq.
 Cogint, Inc.

 Michael Francis, Esq.
 Akerman LLP

CORRESP
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CORRESP

 IDI, INC.

2650 North Military Trail, Suite 300

Boca Raton, FL 33431

(561) 757-4000

 June 29, 2016

VIA EDGAR AND E-MAIL

 Securities and Exchange
Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:

IDI, Inc.

Registration Statement on Form S-3

File No. 333-212109

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), IDI, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to
4:00 p.m., Eastern Time, on Friday, July 1, 2016, or as soon thereafter as practicable.

 In making its request, the Company acknowledges that:

(i)
should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, that act will not foreclose the Commission from taking any action with respect to the filing;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosures in the Registration Statement;

(iii)
the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States; and

(iv)
the Company is aware of its obligations under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

 Please call Michael Francis at Akerman LLP at (305) 982-5581 as soon as the Registration Statement has been declared effective.

Thank you for your courtesy and cooperation.

 Sincerely,

/s/ Joshua Weingard

 Joshua Weingard

Corporate Counsel

 Cc:

Emily Drazen (Securities and Exchange Commission)

Michael Francis (Akerman LLP)

Mail Stop 3720
June 24, 2016

Derek Dubner
Chief Executive  Officer
IDI, Inc.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431

Re: IDI, Inc.
  Registration Statement on Form S-3
Filed  June 17, 2016
  File No.  333-212109

Dear Mr. Dubner :

This is to advise you that we have not reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Derek Dubner
IDI, Inc.
June 24, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Emily C. Drazan, Attorney Advisor at 202-551-3208  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Josh Weingard, Esq.
IDI, Inc.

Michael Francis , Esq.
Akerman LLP

Mail Stop 3720

December 22 , 2015

Aaron Solomon
Chief Financial  Officer
IDI, Inc.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431

Re: IDI, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed April  15, 2015
  File No. 333 -158336

Dear Mr . Solomon :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Di rector
AD Office 11 – Telecommunications

CORRESP
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Correspondence

 Page 1 of 3

 December 15, 2015

                Correspondence

 Via Edgar

Larry Spirgel

 Assistant Director

United States Securities and Exchange Commission

 Washington,
D.C. 20549

 Mail Stop 3720

Re:
IDI, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2014

Filed April 15, 2015

 File
No. 333-158336

 Dear Mr. Spirgel:

 IDI, Inc. (the
“Registrant” or the “Company) is providing this response letter with respect to the Staff’s comment letter dated December 1, 2015, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2014 filed
April 15, 2015 (the “Form 10-K”). For your convenience, the Staff’s comment has been reproduced below, followed by the Company’s response.

Information about Interactive Data, page 10

1.
In future filings, please revise to clarify the nature of the specific products and services you offer. Also discuss the types of products and services you intend to offer in the future. Distinguish clearly between your
current and future products and discuss their expected timing. We note your statement on page 10 that you intend to “expand into the Big Data industry” and on page 11 that you intend to develop “technologically advanced
products.”

 Response: In future filings, the Company intends to provide greater detail about current and future product
offerings in regard to the Company’s expansion in the data fusion industry. By way of example, current products include the following:

 Page 2 of 3

 Batch Processing

Utilizing massive amounts of consumer-related data, Interactive Data verifies or appends client data, providing additional insight for a variety of uses within
a large number of industries. Batch processing is conducted through secure file transfers or real-time data flow.

 Online Data Access

Through intuitive and powerful online interfaces, Interactive Data offers clients an efficient means of performing verification, due diligence and
investigative functions.

 idiBASIC

 idiBASIC offers
immediate verification and location information associated with a consumer. Use cases include identify verification for retail transactions and skip tracing for collection agencies, law firms, bail bond agents, and process servers.

idiVERIFIED

 idiVERIFIED offers a risk-free solution for
collection professionals, greatly enhancing judgment recovery efforts. Interactive Data utilizes numerous proprietary data sources, coupled with manual verification methods, to discover debtor assets for garnishment and seizure.

Additionally, the Company is soon releasing its cross-functional, core technology platform, idiCORE, from which the Company will provide multiple products and
solutions to the risk management and marketing industries. Future products and solutions derived from this core technology platform include:

 idiCORE

 idiCORE offers instant, comprehensive views of individuals, businesses, assets and their interrelationships. idiCORE is the primary investigative
solution to be used by multiple industries, including law enforcement, government, financial services, insurance, and corporate risk.

 Custom Data
Solutions

 Leveraging its powerful computing technology and proprietary, advanced linking algorithms, Interactive Data can perform deep analytics, data
verification and data cleansing to provide actionable insight into customers’ own data.

 Furthermore, on December 8, 2015, the Company acquired
Fluent, Inc. Fluent is an industry leader in people-based digital marketing and customer acquisition, serving over 500 leading consumer brands and direct marketers. The company’s proprietary audience data and
robust ad-serving technology enables marketers to acquire their best customers, with precision, at a massive scale. Leveraging compelling content, 1st-party data, and real-time
survey interaction with consumers, Fluent has helped marketers acquire millions of new customers since its inception. The Company will detail Fluent’s current and future offerings in subsequent filings.

 Page 3 of 3

 * * * * * * * * *

In addition, the Registrant hereby acknowledges that:

•

the Registrant is responsible for the adequacy and accuracy of the disclosure in each of the Filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any of the Filings; and

•

the Registrant 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.

Please direct any questions or comments to me at (561-757-4054) or asolomon@ididata.com or Joshua Weingard, Company Corporate Counsel
at jweingard@ididata.com.

 Very truly yours,

IDI, Inc.

/s/ Aaron Solomon

 Aaron Solomon

 Interim CFO

cc:
Michael Brauser, IDI Executive Chairman

 Derek Dubner, IDI Co-CEO

Michael Francis, Akerman LLP

Dean Suehiro, SEC Senior Staff Account

Robert Littlepage, SEC Accountant Branch Chief

Gregory Dundas, SEC Attorney-Advisor

Celeste M. Murphy, SEC Legal Branch Chief

Mail Stop 3720

December 1 , 2015

Aaron Solomon
Chief Financial  Officer
IDI, Inc.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431

Re: IDI, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed April  15, 2015
  File No. 333 -158336

Dear Mr . Solomon :

We have reviewed your filing  and have the following comment .  Please comply with the
comment  in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond .  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing  your response , we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Information abou t Interactive Data , page 10

1. In future filings, please revise to clarify the nature of the specific products and services
you offer.  Also discuss the types of products and services you intend to offer in the
future.  Distinguish clearly between your curre nt and future products and discuss their
expected timing.  We note your statement on page 10 that you intend to “expand into the
Big Data industry” and on page 11 that you intend to develop “technologically advanced
products.”

We urge all persons who a re responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Aaron Solomon
IDI, Inc.
December 1, 2015
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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.

You may contact Dean Suehiro, Senior Staff Accountant , at 202-551-3384 or Robert
Littlepage, Accountant Branch Chief,  at 202-551-3361 if you have any questions regarding the
financial statements and related matters.  Please contact  Gregory Dundas, Attorney -Advisor, at
(202) 551 -3436, Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -
3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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Acceleration Request

 IDI, Inc.

2650 North Military Trail, Suite 300

Boca Raton, Florida 33431

 August
19, 2015

 Via EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

 Attention: Larry Spirgel, Assistant
Director

Re:
IDI, Inc.

 Registration Statement on Form S-3

Filed August 14, 2015

File No. 333-206403

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, IDI, Inc. (the “Company”) hereby requests
acceleration of effectiveness of the above-captioned Registration Statement to 4:00 p.m., Eastern time, on August 21, 2015 or as soon thereafter as practicable.

The Company acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company requests that it be notified of such effectiveness by a telephone call to Leah E. Hutton, Esq. at (561) 515-2420 or email to
lhutton@nasonyeager.com.

Very truly yours,

/s/ Aaron Solomon

Aaron Solomon, Interim Chief Financial Officer

August 17, 2015

Aaron Solomon
Interim Chief Financial Officer
IDI, Inc.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431

Re: IDI, Inc.
  Registration Statement on Form S-3
Filed  August 14, 2015
  File No.  333-206403

Dear Mr. Solomon :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder

Aaron Solomon
IDI, Inc.
August 17, 2015
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Emily C. Drazan, Attorney Advisor at 202-551-3208  with any questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director

cc: Leah Hutton, Esq.
Nason, Yeager, Gerson, White & Lioce, P.A.

CORRESP
1
filename1.htm

Correspondence

 IDI, Inc.

2650 North Military Trail, Suite 300

Boca Raton, Florida 33431

July 17, 2015

 Via EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, DC 20549

 Attention: Larry
Spirgel, Assistant Director

Re:
IDI, Inc.

 Registration Statement on Form S-3

Filed July 10, 2015

File No. 333-205614

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, IDI, Inc. (the “Company”) hereby requests
acceleration of effectiveness of the above-captioned Registration Statement to 4:30 p.m., Eastern time, on July 21, 2015 or as soon thereafter as practicable.

The Company acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company requests that it be notified of such effectiveness by a telephone call to Leah E. Hutton, Esq. at (561) 515-2420 or email
to lhutton@nasonyeager.com.

Very truly yours,

/s/ Aaron Solomon

Aaron Solomon, Interim Chief Financial Officer

July 15, 2015

Aaron Solomon
Interim Chief Financial Officer
IDI, Inc.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431

Re: IDI, Inc.
  Registration Statement on Form S-3
Filed  July 10, 2015
  File No.  333-205614

Dear Mr. Solomon :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder

Aaron Solomon
IDI, Inc.
July 15, 2015
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Emily C. Drazan, Attorney Advisor at 202-551-3208  with any questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director

cc: Leah Hutton, Esq.
Nason, Yeager, Gerson, White & Lioce, P.A.

May 11, 2012
 Via E-mail

Wilfred Chow
Chief Financial Officer
SearchMedia Holdings Limited
Floor 13, Central Modern Building
468 Xinhui Road
Shanghai, China 200060

Re: SearchMedia Holdings Limited
Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011
  File No. 333-158336

Dear Mr. Chow:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Kathleen Krebs, for
Larry Spirgel Assistant Director
  cc: Via E-mail

 Joshua Weingard  Corporate Counsel

CORRESP
1
filename1.htm

Correspondence

 SearchMedia Holdings Limited

K-Wah Center #38-03

 1010 Middle Huaihai Road

 Shanghai, China 200031

May 4, 2012

 VIA EDGAR

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 Washington,
D.C. 20549

Re:
SearchMedia Holdings Limited (the “Company”)

 Form 20-F for the fiscal year ended December 31, 2010

 Filed
June 30, 2011

 Response dated April 24, 2012

File No. 333-158336

Dear Mr. Spirgel:

 We hereby respond to
the Staff’s comment letter, dated May 1, 2012, regarding the Company’s Form 20-F for the year ended December 31, 2010 (the “20-F”).

 For the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the response to each comment immediately thereafter.

Form 20-F for the Fiscal Year Ending December 31, 2010

 Risk Factors, page 6

 Risk Related to Our Business and Operations, page 6

1.
Please revise your Risk Factors section to include a separate risk factor discussing the possession, security and control over the entirety of your corporate chops,
seals or other controlling non-tangible assets and the listed legal representatives authorized to sign with the chops for applicable entity. Disclose which individuals hold these items and who maintains control over the use of any corporate chops in
each instance. Explain the purpose of these assets and what it would mean for your corporate structure and operations should you lose control over these assets.

 In response to the comment, in future filings we will include the following risk factor.

 Larry Spirgel

Assistant Director

 May 4, 2012

Page 2

 If the custodians or authorized users of our controlling non-tangible assets, including corporate
chops and seals fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations could be materially and adversely affected.

 Under PRC law, legal documents for corporate transactions, including contracts such as the leases and sales contracts that our business relies on, are executed using the chops or seal of the signing
entity or with the signature of a legal representative whose designation is registered and filed with Administration of Industry and Commerce, or AIC.

 Although we usually utilize chops to enter into contracts, the registered legal representatives of each of our PRC operating subsidiaries have the apparent authority to enter into contracts on behalf of
such entities without chops. All designated legal representatives of our PRC subsidiaries are members of our senior management team who owe us fiduciary duties. Accordingly, there is a risk that the registered legal representatives of each of our
PRC operating subsidiaries could abuse their authority, for example, by binding the Company with contracts against the Company’s interest or intentions which could result in economic harm or damages as a result of any contractual obligations,
or resulting disputes, that might arise. If the party contracting with the Company did not act in good faith under such circumstances, then we could incur costs to nullify such contracts.

 We rely on the Company seals, financial chops and business licenses of our PRC entities for entering into contracts, conducting banking business, or taking official corporate action of any sort including
registering any change to the composition of the board or management with the relevant PRC authorities. In order to maintain the physical security of our chops, seals and business licenses and other controlling intangible assets, we generally store
these items in secured locations accessible only by the authorized personnel in the local legal and finance departments. Although we monitor such authorized personnel in the local legal and finance departments, there is no assurance such procedures
may be able to prevent all instances of abuse or negligence. Accordingly, if any of our authorized personnel in the local legal and finance departments obtain and misuse or misappropriate our corporate chops, seals, business licenses or other
controlling intangible assets, we could incur economic damage and disruption to our operations that may necessitate corporate or legal action. Such corporate or legal action could involve significant time and resources to resolve while distracting
management from our operations. In particular, during any period where we lose effective control of the corporate activities as a result of such misuse or misappropriation, the business activities of the affected entity could be disrupted and we
could lose the economic benefits of that aspect of our business which may negatively impact our business and reputation.

 Larry Spirgel

Assistant Director

 May 4, 2012

Page 3

*        *        *

In connection with responding to the Commission’s comments, the Company acknowledges the following:

•

 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.

 We believe the responses provided above fully address the staff’s comments. If you have any
questions, please contact me at your convenience at wchow@searchmediaholdings.com or 86-21-6227-8018.

 Sincerely,

SearchMedia Holdings Limited

 /s/
Wilfred Chow

 Wilfred Chow

 Chief
Financial Officer

cc:
United States Securities and Exchange Commission

 Ivette Leon, Assistant Chief Accountant

 United States Securities and Exchange
Commission

 Carlos Pacho, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

 Kate Beukenkamp, Attorney Advisor

 United States Securities and Exchange
Commission

 Celeste M. Murphy, Legal Branch Chief

 SearchMedia Holdings Limited

 Joshua Weingard, Corporate Counsel

May 1, 2012
 Via E-mail

Wilfred Chow
Chief Financial Officer
SearchMedia Holdings Limited
Floor 13, Central Modern Building
468 Xinhui Road
Shanghai, China 200060

Re: SearchMedia Holdings Limited
Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011
  Response dated April 24, 2012
File No. 333-158336

Dear Mr. Chow:
 We have reviewed your filing and have the fo llowing comment.  Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to these comment, we may have
additional comments.               Form 20-F for the Fiscal Year Ending December 31, 2010

 Risk Factors, page 6

 Risk Related to Our Business and Operations, page 6

1. Please revise your Risk Factors section to in clude a separate risk factor discussing the
possession, security and control over the entirety of your cor porate chops, seals or other
controlling non-tangible assets a nd the listed legal representativ es authorized to sign with
the chops for applicable entity. Disclose which individuals hold  these items and who
maintains control over the use of any corporate chops in each instance. Explain the purpose of these assets and what it woul d mean for your corporate structure and
operations should you lose control over these assets.

Wilfred Chow SearchMedia Holdings Limited May 1, 2012 Page 2

You may contact Ivette Leon, Assistant Chief Accountant,  at 202-551-3351 or Carlos
Pacho, Senior Assistant Chief Accountant, at  202-551-3835 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Kate Beukenkamp,
Attorney Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257
with any other questions.
Sincerely,  /s/ Celeste M. Murphy for   Larry Spirgel Assistant Director
 cc: Via E-mail

 Joshua Weingard  Corporate Counsel

CORRESP
1
filename1.htm

CORRESP

 SearchMedia Holdings Limited

Floor 13, Central Modern Building

 468 Xinhui Road

 Shanghai, China 200060

April 24, 2012

 VIA
EDGAR

 Larry Spirgel

Assistant Director

 United States Securities and

 Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:
SearchMedia Holdings Limited (the “Company” or “SearchMedia”)

Form 20-F for the fiscal year ended December 31, 2010

Filed June 30, 2011

Response dated April 12, 2012

File No. 333-158336

 Dear
Mr. Spirgel:

 We hereby respond to the Staff’s comment letter, dated April 20, 2012, regarding the Company’s Form 20-F for
the year ended December 31, 2010 (the “20-F”).

 For the Staff’s convenience, we have recited the Staff’s comments in
boldface type and provided the response to each comment immediately thereafter.

 Form 20-F for the Fiscal Year Ending December 31,
2010

 Risk Factors, page 6

 Unauthorized use of our intellectual property by third parties, and the expenses..., page 13

1.
We note your response to comment 2 from our letter dated March 26, 2012 including, the statement that you have suspended your trademark application for
SearchMedia because you believe it is non-essential to your business. Please tell us more about what trade names, if any, you do substantially rely on for the development of your business. If you rely on a trade name, please discuss whether that
name has been successfully registered under trademark with the proper government office.

 Larry Spirgel

 Assistant Director

 April 24, 2012

 Page 2

 In response to the comment, we respectfully advise the Staff that we operate our business
through our subsidiaries, most of which have developed good customer recognition with their company names, as trade names, in their respective locations. We use these company names for the development of our business in these locations. These trade
names are registered with the local SAIC under their business license, however it is our view that none of these business names are material to our business considered as a whole.

 Our Business, page 26

 General

2.
We note your response to comment 5 from our letter dated March 26, 2012. Please revise your disclosure to tell us more about the terms of the cooperative
agreements in place between you and your business partners. For example, but not limited to, discuss the number of these agreements in place, which party holds the right of termination, the general length of term of an agreement, and terms for an
option to renew. Lastly, discuss the timeline for when the agreements currently in place are set to expire or otherwise be terminated e.g., the majority or a significant amount will expire in 2012.

In response to the comment, in future filings, we will revise our disclosure to reflect the disclosure below.

At this time, the Company has executed approximately 100 cooperative agreements with our business partners. The terms of these agreements range from one
month to one year, such that the agreements have various expiration points during the year. Under these agreements, neither party can terminate unilaterally unless there is a breach of contract. The cooperative agreements typically do not include
provisions for automatic renewal. However, the Company retains the right of first refusal after the expiration of these cooperative agreements. We continue to renew cooperative agreements as we deem appropriate.

 Larry Spirgel

 Assistant Director

 April 24, 2012

 Page 3

 Critical Accounting Policies and Estimates, page 44

Impairment of long-lived assets

Impairment of goodwill, page 46

3.
We note that you have recognized significant goodwill impairment charges in the years ended December 31, 2009 and 2010. You should expand your MD&A to
discuss your expectations regarding your future operating results and liquidity as a result of taking these impairment charges. You should clearly explain to your investors, if true, that you expect that historical operating results will not be
indicative of future operating results. You should also discuss the primary drivers in your assumptions that resulted in the goodwill impairment charges. For instance, did you significantly reduce projected future revenues or net cash flows or
increase the discount rates? In addition, discuss whether and when you considered a recovery of the economy in your cash flow projections. Please provide us with your proposed disclosures.

In response to the comment, we respectfully advise the Staff that, in future filings, we will include disclosure substantially as set forth below in the
section “impairment of goodwill” that appears on page 46 of the 20-F for the year ended December 31, 2010.

 As of
December 31, 2009 and 2010, we had a goodwill balance of $45.9 million and $46.0 million, respectively, which is not deductible for tax purposes. The results of our annual impairment test resulted in a goodwill impairment loss of $39.4 million
mainly due to our billboard and agency service business in 2010, and $15.7 million for our billboard service business in 2009, as the valuations indicated that the fair value of the businesses were less than the carrying value.

For the methodology for the fair value used to determine the goodwill impairment, we applied the income approach where the discounted cash flow analysis
has been performed to estimate the total enterprise value. Under this approach, the free cash flow to the Company was first estimated and then the after tax weighted average cost of capital was used to discount the cash flow to calculate the
estimated value.

 Application of goodwill impairment test requires judgment, including the identification of reporting units, assigning assets
and liabilities to the reporting units, assigning goodwill to reporting units and estimating the fair value of each reporting unit. Changes in these estimates and assumptions could materially affect the determination of fair value of each reporting
unit which could trigger impairment.

 Larry Spirgel

 Assistant Director

 April 24, 2012

 Page 4

 In calculating the future cash flows, certain assumptions are required to be made in
respect of highly uncertain matters such as revenue growth rates, gross margin percentages and terminal growth rates. We may incur additional goodwill impairment charges in the future although we cannot predict whether this will occur.

As at the year ended December 31, 2010, we performed the goodwill impairment test based on the actual net income in 2010 which is significantly
lower than the 2008 and 2009 net income. This indicated that the historical operating results will not be indicative of future operating results. The primary drivers in our assumptions that resulted in the goodwill impairment charges includes:

•

 significantly reduced projected future cash flow based on financial results in 2010;

•

 an increase in the discount rate (21.5% as of December 31, 2010) to discount our future cashflow;

•

 the acquisition took place before the financial crisis in 2008. The overall business dropped significantly due to the economic downturn. We do not
expect a recovery of the economy in our cash flow projections;

•

 the ex-owners had less incentive to expand the business after the earn-out period; and

•

 the synergy of consolidating and integrating multiple acquired businesses is lower than what we expected.

Liquidity and Capital Resources, page 54

4.
We note your response to comment 17 from our letter dated March 26, 2012. Please confirm in your response that you will file the Ad-Icon Shanghai SAIC business
license in future filings.

 In response to the comment, we respectfully advise the Staff that we hereby confirm that we will
file the Ad-Icon Shanghai SAIC business license in future filings.

 Larry Spirgel

 Assistant Director

 April 24, 2012

 Page 5

*
  *                        *

 In connection with responding to the Commission’s comments, the Company acknowledges the following:

•

 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.

 We believe the responses provided above fully address the staff’s comments. If you have any
questions, please contact me at your convenience at wchow@searchmediaholdings.com or 86-21-6227-8018.

 Sincerely,

 SEARCHMEDIA HOLDINGS LIMITED

/s/ Wilfred Chow

 Wilfred Chow

 Chief
Financial Officer

cc:
United States Securities and Exchange Commission

  Ivette Leon, Assistant Chief Accountant

United States Securities and Exchange Commission

  Carlos Pacho, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

  Kate Beukenkamp, Attorney Advisor

United States Securities and Exchange Commission

  Celeste M. Murphy, Legal Branch Chief

SearchMedia Holdings Limited

  Joshua Weingard, Corporate Counsel

April 20, 2012
 Via E-mail

Wilfred Chow
Chief Financial Officer
SearchMedia Holdings Limited
Floor 13, Central Modern Building
468 Xinhui Road
Shanghai, China 200060

Re: SearchMedia Holdings Limited
Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011
  Response dated April 12, 2012
File No. 333-158336

Dear Mr. Chow:
 We have reviewed your filing and have the fo llowing comments.  Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 20-F for the Fiscal Year Ending December 31, 2010

 Risk Factors, page 6

 Unauthorized use of our intellectual property by third parties, and the expenses…, page 13

1. We note your response to comment 2 from our  letter dated March 26, 2012 including the
statement that you have suspended your trad emark application for SearchMedia because
you believe it is non-essential to  your business.  Please tell us more about what trade
names, if any, you do substantially rely on fo r the development of your business.  If you
rely on a trade name, please discuss whether th at name has been successfully registered
under trademark with the proper government office.

Wilfred Chow SearchMedia Holdings Limited April 20, 2012 Page 2

 Our Business, page 26

 General

2. We note your response to comment 5 from our letter dated March 26, 2012.  Please revise
your disclosure to tell us more about the te rms of the cooperative agreements in place
between you and your business partners.  Fo r example, but not limited to, discuss the
number of these agreements in place, whic h party holds the right of termination, the
general length of term of an agreement, and terms for an option to renew.  Lastly, discuss
the timeline for when the agreements currently in place are set to expire or otherwise be
terminated e.g., the majority or a si gnificant amount will expire in 2012.

Critical Accounting Policies and Estimates, page 44
 Impairment of long-lived assets

 Impairment of goodwill, page 46

3. We note that you have recognized significan t goodwill impairment charges in the years
ended December 31, 2009 and 2010.  You should expand your MD&A to discuss your
expectations regarding your fu ture operating results and liqui dity as a result of taking
these impairment charges.  You should clearly explain to your investor s, if true, that you
expect that historical operating results will not  be indicative of future operating results.
You should also discuss the primary drivers in your assumptions that resulted in the
goodwill impairment charges.  For instance, di d you significantly reduc e projected future
revenues or net cash flows or in crease the discount rates?  In  addition, discuss whether and
when you considered a recovery of the ec onomy in your cash flow projections.  Please
provide us with your proposed disclosures.

Liquidity and Capital Resources, page 54

4. We note your response to comment 17 from our letter dated March 26, 2012.  Please
confirm in your response that you will file the Ad-Icon Shanghai SAIC business license in
future filings.

Wilfred Chow SearchMedia Holdings Limited April 20, 2012 Page 3

 You may contact Ivette Leon, Assistant Chief Accountant,  at 202-551-3351 or Carlos
Pacho, Senior Assistant Chief Accountant, at  202-551-3835 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Kate Beukenkamp,
Attorney Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257
with any other questions.
Sincerely,  /s/ Celeste M. Murphy for   Larry Spirgel Assistant Director
 cc: Via E-mail

 Joshua Weingard  Corporate Counsel

CORRESP
1
filename1.htm

CORRESP

 SearchMedia Holdings Limited

Floor 13, Central Modern Building

 468 Xinhui Road

 Shanghai, China 200060

April 12, 2012

 VIA
EDGAR

 Larry Spirgel

Assistant Director

 United States Securities and

 Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:
SearchMedia Holdings Limited

 Form 20-F for the fiscal year ended December 31, 2010

 Filed
June 30, 2011

 Response dated March 13, 2012

File No. 333-158336

Dear Mr. Spirgel:

 We hereby respond to
the Staff’s comment letter, dated March 26, 2012, regarding the Company’s Form 20-F for the year ended December 31, 2010 (the “20-F”).

 For the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the response to each comment immediately thereafter.

Form 20-F for the Fiscal Year Ending December 31, 2010

 General

1.
We note that in your response letter filed as correspondence on EDGAR on March 13, 2012, that you indicate that you will provide the supplemental disclosure in
future filings. Please note our comments primarily requested revision and filing of an amended Form 20-F. Please confirm that at upon the compliance with comments issued during this review, you will file an amended Form 20-F including all revised
disclosure as appropriate.

 As discussed on our call with the Staff, the Staff will consider whether an amended Form 20-F
will be required after its review of the Company’s responses to these comments. As such, the Company understands that references to “future filings” in this response letter may include an amended Form 20-F.

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 2

 Risk Factors, page 6

 Unauthorized use of our intellectual property by third parties, and the expenses..., page 13

2.
We note your response to comment 3 from our letter dated February 22, 2012. Please revise your disclosure to state with specificity, the process for registering
in China the “SearchMedia” trademark and logo used in your business, the steps and process involved with the registration of each, the actions and dates of your registration steps to date and an outline with time frame for completion of
same. In this discussion, please include all relevant PRC rules, regulations, circulars and entities involving same and any challenges to the registration of the trademark and logo that could compromise your ability to register them for your use.

 In response to the comment, in future filings we will add the following disclosure.

Under Trademark Law (amended in 2001) of China, the required process for successful registration of a trademark consists of the following steps:

1)
The Company would determine whether there is an identical or similar trademark in the advertisement industry in the Chinese trademark data system;

2)
The Company would submit the trademark application documents to the Chinese trademark authority;

3)
If the trademark application documents are accepted, the Chinese trademark authority would issue a notice on pre-approval of the trademark and would make a public
announcement of the pre-approval of the trademark; and

4)
Although anyone can make an objection within three months after public announcement of the trademark pre-approval, if no objection has been initiated by the expiration
of that three month period, the Chinese trademark authority will issue a trademark certificate to the applicant and will make a public announcement of the trademark certificate.

 With regard to the SearchMedia trademark registration, the Company completed step (1) of the process by the end of 2010. However, after further review, the Company does not consider the
“SearchMedia” trademark essential to our advertising agency business, hence we have suspended the trademark application.

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 3

3.
We note your disclosure that “some of [y]our pending applications or registrations may be successfully challenged or invalidated by others.” Please expand
your disclosure to explain if there are any other pending applications or registration separate from your registration of the SearchMedia trademark and logo used in your business and discuss any challenges to them or invalidation attempts by third
parties.

 In response to the comment, we respectfully advise the Staff that we have no other pending applications or
registrations of trademarks except for the “SearchMedia” trademark application which is currently suspended. We will revise our disclosure accordingly in future filings.

 Item 4. Information on the Company, page 24

 History and Development,
page 24

4.
We note your response to comment 11 from our letter dated February 22, 2012. Please revise your disclosure to include your response to comment 11 from your
response dated March 13, 2011. Additionally, provide full and complete explanation of any entities you control or use as part of your operations including inactive entities.

In response to the comment, in future filings, we will include Great Talent Holdings Ltd. (“Great Talent”) in the organization structure chart
as an inactive entity along with the disclosure describing Great Talent as follows.

 Great Talent Holdings Ltd., (“Great Talent”), a
Hong Kong company, was established by SearchMedia International in early 2008. SearchMedia International originally intended to utilize this entity for tax planning purposes. In April 2008, SearchMedia International acquired Ad-Icon Company Limited
(HK) and determined not to use Great Talent for tax planning purposes. As such, Great Talent has remained inactive since it was established.

Our Business, page 26

General

5.
 We note your response to comment 12 from our letter dated February 22, 2012 including how the majority of your media assets are poster frames
“owned by business partners.” Please tell us more about these business partners including who they are, whether you control these entities, have any related party relationships with those

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 4

individuals or entities that do control these business partners and whether there are written agreements in place governing these relationships. Further, disclose any potential conflict or
competing interest stemming from you selling both SearchMedia Holdings’ and other business partners’ in-elevator media assets as an agent to both. Describe the assets you sell for the parties involved. Revise your disclosure accordingly.

 In response to the comment, we respectfully advise the Staff that our business partners are independent local poster frame
media operators at multiple second tier and third tier cities. We do not have ownership interests with these business partners and we have no related party relationships with them. We signed business cooperative agreements with the business partners
located in all major cities where we do not own media assets. When our clients establish multi-city advertising campaigns through the Company, we resell our business partners’ in-elevator media assets as an agent. Since our business partners
are located in cities where we do not own media assets, we have no material conflict of interest or competing interest resulting from selling our business partners’ in-elevator media assets as an agent.

Liquidity and Capital Resources, page 54

6.
We note your response to comment 17 from our letter dated February 22, 2012. Revise to include the contingent consideration table with reference to specific
acquisitions, adding a column for contingent consideration paid up to December 31, 2010 as requested in our original comment.

 In response to the comment, we respectfully advise the Staff that all contingent consideration paid through December 31, 2010 was paid in cash. No stock payments were made. We will include the
following revised table:

Total contingent consideration
and paid up to December 31,
2010

Consideration payable
as of
December 31, 2010

 Acquired Entity

Date
Acquired

Contingent
consideration

Consideration
paid in cash

Consideration
payable

Payable
in cash

Payable
in stock

 Xinshichuang

1-Jan-08

$
1,148

$
981

$
167

$
167

$
—

 Jincheng

1-Jan-08

1,058

997

61

61

—

 Kaixiang

1-Jan-08

15,396

7,423

7,973

3,953

4,020

 Wanshuizhiyuan

1-Jan-08

10,554

8,996

1,558

—

1,558

 Shenyang Jingli

1-Jan-08

17,221

15,853

1,368

—

1,368

 Haiya

1-Feb-08

8,536

5,662

2,874

1,120

1,754

 Botang

1-Apr-08

33,304

32,302

1,002

—

1,002

 HK Ad-icon

1-Apr-08

2,407

1,545

862

593

269

 Shengshitongda

1-Apr-08

121

121

—

—

—

 Wenzhou Rigao

1-Jul-08

7,953

4,527

3,426

2,014

1,412

 Wuxi Ruizhong

1-Jul-08

4,529

2,593

1,936

1,255

681

 Zhejiang Continental

1-Jun-10

20,308

2,340

17,968

7,806

10,162

 Total

$
122,535

$
83,340

$
39,195

$
16,969

$
22,226

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 5

7.
We note your response to comment 18 from our letter dated February 22, 2012 and reissue in part. Amend your disclosure to include the names of the
“ex-owners” that will continue to receive the remaining contingent consideration payments, matching the names of the ex-owners to the entities for which they continue to receive payments.

In response to the comment, we respectfully advise the Staff as follows.

Total contingent
consideration
and
paid up to December 31, 2010

Consideration payable
as of
December 31, 2010

 Acquired Entity

Date
Acquired

Contingent
consideration

Consideration
paid in cash

Consideration
payable

Payable in
cash

Payable in
stock

 Xinshichuang(8)

1-Jan-08

$
1,148

$
981

$
167

$
167

$
—

 Jincheng(9)

1-Jan-08

1,058

997

61

61

—

 Kaixiang(1)

1-Jan-08

15,396

7,423

7,973

3,953

4,020

 Wanshuizhiyuan(2)

1-Jan-08

10,554

8,996

1,558

—

1,558

 Shenyang Jingli(7)

1-Jan-08

17,221

15,853

1,368

—

1,368

 Haiya(3)

1-Feb-08

8,536

5,662

2,874

1,120

1,754

 Botang(4)

1-Apr-08

33,304

32,302

1,002

—

1,002

 HK Ad-icon(10)

1-Apr-08

2,407

1,545

862

593

269

 Shengshitongda(11)

1-Apr-08

121

121

—

—

—

 Wenzhou Rigao(5)

1-Jul-08

7,953

4,527

3,426

2,014

1,412

 Wuxi Ruizhong(6)

1-Jul-08

4,529

2,593

1,936

1,255

681

 Zhejiang Continental(12)

1-Jun-10

20,308

2,340

17,968

7,806

10,162

 Total

$
122,535

$
83,340

$
39,195

$
16,969

$
22,226

 Footnote

 Acquired Entity

 Ex-Owner of Acquired Entity

 (1)

Kai Xiang

Ex-owner A of Kai Xiang

Kai Xiang

Ex-owner B of Kai Xiang

 (2)

Wanshuizhiyuan

Ex-owner A of Wanshuizhiyuan

Wanshuizhiyuan

Ex-owner B of Wanshuizhiyuan

 (3)

Haiya

Ex-owner A of Haiya

Haiya

Ex-owner B of Haiya

 (4)

Botang

Ex-owner A of Botang

Botang

Ex-owner B of Botang

 (5)

Wenzhou Rigao

Ex-owner A of Wenzhou Rigao

Wenzhou Rigao

Ex-owner B of Wenzhou Rigao

 (6)

Wuxi Ruizhong

Ex-owner A of Wuxi Ruizhong

Wuxi Ruizhong

Ex-owner B of Wuxi Ruizhong

Wuxi Ruizhong

Ex-owner C of Wuxi Ruizhong

Wuxi Ruizhong

Ex-owner D of Wuxi Ruizhong

 (7)

Shenyang Jingli

Ex-owner A of Shenyang Jingli

Shenyang Jingli

Ex-owner B of Shenyang Jingli

Shenyang Jingli

Ex-owner C of Shenyang Jingli

 (8)

 Xinshichuang

 Ex-owner A of Xinshichuang

 Xinshichuang

 Ex-owner B of Xinshichuang

 (9)

 Jincheng

 Ex-owner A of Jincheng

 Jincheng

 Ex-owner B of Jincheng

 Jincheng

 Ex-owner C of Jincheng

 (10)

 HK Ad-icon

 Ex-owner A of HK Ad-icon

 HK Ad-icon

 Ex-owner B of HK Ad-icon

 HK Ad-icon

 Ex-owner C of HK Ad-icon

 (11)

 Shengshitongda

 Ex-owner A of Shengshitongda

 (12)

 Zhejiang Continental

 Ex-owner A of Zhejiang Continental

 Zhejiang Continental

 Ex-owner B of Zhejiang Continental

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 6

 In response to the comment, we respectuflly advise the staff that in accordance with our prior
discussion with the Staff, the names of the ex-owners will be provided on a confidential basis. The Company is providing the materials responsive to this request to the Staff under separate cover on a confidential and supplemental basis pursuant to
Rule 12b-4 under the Exchange Act and Rule 418 under the Securities Act. In accordance with such rules, we respectfully request that these materials be returned to the Company promptly following completion of the Staff’s review thereof. By
separate letter, we also request confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83.

Financial Statements

 4.
Acquisitions, page F-18

 I. 2010 acquisitions, page F-18

8.
We note your response to comment 24 from our letter dated February 22, 2012. Tell us in more detail how you determined the fair value of the contingent
consideration including, but not limited to, the valuation technique used and how you evaluated the probability of achieving the required financial performance under the earnout agreements.

In response to the comment, we respectfully advise the Staff as follows.

 When we estimate fair value of contingent consideration, we apply the discounted cash flow methodology (i.e. income approach), which views a company as an operating entity with the principal focus of the
analysis on the operating entity’s ability to generate debt-free cash flow in the future. The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The
measurement is based on the value indicated by current market expectations about those future amounts.

 A five-year forecast of operating
results was prepared by the ex-shareholders under this income approach and the fair value of the contingent consideration is based on the forecast of operating results of 2010 and 2011 multiplied by a predetermined earn-out multiple.

Since the contingent consideration is based on a fixed formula, we do not need to evaluate the probability of achieving the required financial
performance under the earnout/acquisition agreement.

 II. 2008 Acquisitions, page F-19

9.
We note your response to comment 26 from our letter dated February 22, 2012. For each acquisition where you recorded an impairment of goodwill right after you
recorded the contingent consideration, please reconcile the metrics you used to record the contingent consideration with the fair value of the respective reporting unit used to determine the goodwill impairment.

In response to the comment, we respectfully advise the Staff as follows.

 The acquisitions in 2008 (including Wenzhou Rigao, Kaixiang, Wanshuizhiyuan, Haiya, Botang, HK Ad-icon, Wuxi Ruizhong) were accounted for under FAS 141 and recorded goodwill when the contingency is
realized in a later period. Due to this accounting rule,

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 7

the Company may record impairment of goodwill right after recording the contingent consideration.

 As for the methodology for the fair value used to determine the goodwill impairment, we applied the income approach where the discounted cash flow analysis has been performed to estimate the total
enterprise value. Under this approach, the free cash flow to the Company was first estimated and then the after tax weighted average cost of capital was used to discount the cash flow to calculate the estimated value. To select the appropriate
discount rate, we used both the CAPM model and the build up method and then using the weighted average by capital amount weighting. We then selected the average of both methods to estimate the WACC to arrive at the concluded discount rate of 21.5%
as of December 31, 2010.

 In response to the Staff’s request on our call, the disclosure below is an example of how we value the
contingent consideration and perform goodwill impairment test.

 Background

 During the year ended December 31, 2008, the Group acquired the advertising businesses of several subsidiaries in the PRC. Pursuant to the acquisition agreements signed with each of the acquired
entities

March 26, 2012
 Via E-mail

Wilfred Chow
Chief Financial Officer
SearchMedia Holdings Limited
Floor 13, Central Modern Building
468 Xinhui Road
Shanghai, China 200060

Re: SearchMedia Holdings Limited
Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011
  Response dated March 13, 2012
File No. 333-158336

Dear Mr. Chow:
 We have reviewed your filing and have the fo llowing comments.  Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 20-F for the Fiscal Year Ending December 31, 2010

 General

1. We note that in your respons e letter filed as correspondence on EDGAR on March 13,
2012, that you indicate that you will provide the supplemen tal disclosure in future
filings.  Please note our commen ts primarily requested revision and filing of an amended
Form 20-F.  Please confirm that at upon th e compliance with comments issued during
this review, you will file an  amended Form 20-F including all revised disclosure as
appropriate.

Wilfred Chow SearchMedia Holdings Limited March 26, 2012 Page 2

 Risk Factors, page 6

 Unauthorized use of our intellectual property by third parties, and the expenses…, page 13

2. We note your response to comment 3 from our  letter dated February 22, 2012.  Please
revise your disclosure to state with specificity, the process for registering in China the
“SearchMedia” trademark and logo used in your business, the steps and process involved
with the registration of  each, the actions and dates of your  registration steps to date and
an outline with time frame for completion of same.  In this discussion, please include all
relevant PRC rules, regulations, circulars and entities involving same and any challenges
to the registration of the trademark and l ogo that could compromise your ability to
register them for your use.

3. We note your disclosure that “some of [y]our  pending applications or registrations may
be successfully challenged or invalidated by others.”  Plea se expand your disclosure to
explain if there are any othe r pending applications or re gistration separate from your
registration of the SearchMe dia trademark and logo used in your business and discuss
any challenges to them or invalidation attempts by third parties.

Item 4. Information on the Company, page 24

History and Development, page 24

4. We note your response to comment 11 from our letter dated February 22, 2012.  Please
revise your disclosure  to include your res ponse to comment 11 from your response dated
March 13, 2011.  Additionally, provide full and complete explanation of any entities you
control or use as part of your ope rations including inactive entities.
 Our Business, page 26

 General

5. We note your response to comment 12 from our letter dated February 22, 2012 including
how the majority of your media assets are pos ter frames “owned by business partners.”
Please tell us more about these business part ners including who th ey are, whether you
control these entities, have any related party relationships  with those individuals or
entities that do control these business partners  and whether there are written agreements
in place governing thes e relationships.  Further, disc lose any potential conflict or
competing interest stemming from you sell ing both SearchMedia Holdings’ and other
business partners’ in-elevator media assets as an agent to both.  De scribe the assets you
sell for the parties involved.  Revise your disclosure accordingly.

Wilfred Chow SearchMedia Holdings Limited March 26, 2012 Page 3

 Liquidity and Capital Resources, page 54

6. We note your response to comment 17 from our letter dated February 22, 2012.  Revise
to include the contingent consideration ta ble with reference to specific acquisitions,
adding a column for contingent considerati on paid up to December 31, 2010 as requested
in our original comment.
7. We note your response to comment 18 from  our letter dated February 22, 2012 and
reissue in part.  Amend your disclosure to include the names of the “ex-owners” that will
continue to receive the remaining conti ngent consideration payments, matching the
names of the ex-owners to the entities for wh ich they continue to receive payments.

Financial Statements

 4. Acquisitions, page F-18

 I. 2010 acquisitions, page F-18

8. We note your response to comment 24 from our letter dated February 22, 2012.  Tell us
in more detail how you determined the fair  value of the contin gent consideration
including, but not limited to, the valuati on technique used and how you evaluated the
probability of achieving the required fi nancial performance under the earnout
agreements.
 II. 2008 Acquisitions, page F-19

9. We note your response to comment 26 from our letter dated February 22, 2012.  For each
acquisition where you recorded an impairmen t of goodwill right after you recorded the
contingent consideration, please reconcile th e metrics you used to record the contingent
consideration with the fair value of the re spective reporting unit used to determine the
goodwill impairment.
10. We note your response to comment 29 from our letter dated February 22, 2012.  For each
acquired subsidiary, please provide us with  a detailed analysis on how you considered
each
of the factors in ASC 805-10-55-25 in your conclusion that the contingent
consideration arrangements are not compensatory arrangements.

11. We note your response to comment 31 from our letter dated February 22, 2012.  For each
acquired subsidiary, please tell us:
i. the names of  the ex-owner, the job position in your company after the
acquisition and the salary;

Wilfred Chow SearchMedia Holdings Limited March 26, 2012 Page 4

 ii. the term of each of the employment agreements;
iii. whether the ex-owners have to continue  working with the company to get the
contingent consideration;
iv. what will happen if the ex-owner quit working for your company after the first
year, will they be entitled to receive the contingent payments?

12. Refer to your disclosure in the third paragraph of page F-19.

i. Explain to us why
the amendments of the earnout  agreements also provided
for the extension of the employment ag reements of certain key members of
management of these subsidiaries.
ii. Tell us who are the key memb ers of management and th e related subsidiary.

iii. Tell us how you considered the relations hip between these agreements in your
conclusion that the contingent c onsideration arrangements are not
compensatory arrangements.

13. Refer to your disclosure in the fourth para graph of page F-19.  Tell what you mean by:

i. “[P]rovide guarantee on the realizable price of these stocks based on the
financial performance of these companies.”
ii. “As of December 31, 2010, the Company did not recognize the put options
under these agreements as th e subsidiaries did not meet the required financial
performance.”

14. We note your response to comment 32 from our letter dated February 22, 2012.  Please
explain to us how the equity holders of th e operating companies were the same holders
before and after the establishment of the VIE structure.
15. We note your response to comment 32 from your  letter dated February 22, 2012.  Tell us
in more detail the reasons why it was nece ssary to extend the loans to the equity
shareholders of the VIE.
16. We note your response to comment 33 fr om our letter dated February 22, 2012.
Regarding your acquisition in 2010, will the acquisition be rescinded if the earnout
provisions are not met?

Wilfred Chow SearchMedia Holdings Limited March 26, 2012 Page 5

Form 6-K Filed February 8, 2012

17. We note your response to comment 35 from our letter dated February 22, 2012.  Please
tell us the date of the SAIC business license which specifically includes a dvertising.
In future filings, please file this license as an exhibit.

You may contact Ivette Leon, Assistant Chief Accountant,  at 202-551-3351 or Carlos
Pacho, Senior Assistant Chief Accountant, at  202-551-3835 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Kate Beukenkamp,
Attorney Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257
with any other questions.
Sincerely,  /s/ Celeste M. Murphy for   Larry Spirgel Assistant Director

cc: Via E-mail

 Joshua Weingard  Corporate Counsel

CORRESP
1
filename1.htm

Correspondence

 SearchMedia Holdings Limited

Floor 13, Central Modern Building

 468 Xinhui Road

 Shanghai, China 200060

March 13, 2012

 VIA EDGAR

 Larry Spirgel

 Assistant Director

 United States Securities and

Exchange Commission

 Division of Corporation
Finance

 Washington, D.C. 20549

Re:
SearchMedia Holdings Limited

 Form 20-F for the fiscal year ended December 31, 2010

 Filed
June 30, 2011

 Response dated January 26, 2012

File No. 333-158336

Dear Mr. Spirgel:

 We hereby respond to
the Staff’s comment letter, dated February 22, 2012, regarding the Company’s Form 20-F for the year ended December 31, 2010 (the “20-F”).

 For the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the response to each comment immediately thereafter.

Form 20-F for the fiscal year ended December 31, 2010

 Risk Factors, page 6

 Risk Related to Our Business and Operations, page 6

 Failures to obtain site owners’ consents or objections from site owners to the…, page 11

1.
 Please revise this risk factor to discuss in greater detail the magnitude of the current risk related to the challenge in assuring site managers
have obtained prior consent from site owners committees or site owners. Further, cite the PRC laws and regulations you reference and explain the material issues affecting your business

 Larry Spirgel

 Assistant Director

 March 13, 2012

  Page
 2

with same. We note that you “urge” site managers to obtain proper approvals. Please discuss what percentage of your sites has a display agreement in place with site managers and what
percentage of sites has received proper consent. Additionally, disclose whether any site owners have objected due to lack of consent terminating an agreement or resulting in the loss of a site. Lastly, discuss whether you are currently in the
process of resolving any issues involving proper consent.

 In response to the comment, in future filings we will revise this
risk factor substantially as follows.

 Article 7 of the Interpretation of the Supreme People’s Court on Several Issues Concerning
the Specific Application of Law in the Trial of Disputes over Partitioned Ownership of Building Areas” provides: “Any commercial use of public areas or facilities of residential properties shall belong to the scope of other
material matters stipulated in Article 76 -1-7 of Property Law.” Article 76-1-7 of Property Law provides: “other material matters concerning owners’ co-ownership and co-management rights shall be conducted
only with the prior consent of owners whose proprietary property area is over 50% of whole property area of the residential quarter and percentage is over 50%.” In accordance with these requirements, we take all reasonable efforts to
execute display agreements with site owners or owner committees before installing our media products. However, when we cannot locate all site owners or an owner committee has not been established, we execute display agreements with site managers. We
have obtained proper consents from site owners or owner committees for approximately 83% of our operations in terms of cost of sales and site manager consents for the remaining approximately 17% of our operations. Furthermore, in the past three
years, we have not had an agreement terminated or lost a site due to an objection for lack of consent, nor have we received any written objection from or been sued by any site owner or owner committee due to lack of consent.

2.
In a supplemental response, please provide us with an analysis as to the business arrangement and interests between all the parties to any given building mentioned
in this risk factor, aligned and conflicted interests and the business purposes behind the model, as opposed to making such arrangements with owners directly. We note your discussion on page 28.

In response to the comment, we respectfully advise the Staff that the different parties mentioned in the discussion each reflect the proper party from
whom we should seek to obtain consent before installing our media products. However, in some cases, as noted in our response to comment #1, if we cannot obtain the site owner’s consent, we will obtain the site manager’s consent.

 Unauthorized use of our intellectual property by third parties, and the expenses…, page 13

3.
 Please revise your disclosure under this risk factor heading to discuss in greater detail the landscape of intellectual property protection in
China. For example disclose that historically, the legal system and courts of the PRC have not protected

 Larry Spirgel

 Assistant Director

 March 13, 2012

  Page
 3

intellectual property rights to the same extent as the legal system and courts of the United States. Companies operating in the PRC continue to face an increased risk of intellectual property
infringement. Furthermore, you should disclose that the validity, application, enforceability and scope of protection of intellectual property rights for many internet-related activities, such as internet commercial methods patents, are uncertain
and still evolving in China and abroad, which may make it more difficult for you to protect your intellectual property, and could have a material adverse effect on your business, financial condition and results of operations.

 In response to the comment, in future filings, we will revise this risk factor substantially as follows.

We regard our trademarks, trade secrets and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in
our business may adversely affect our business and reputation. We have historically relied on a combination of trademark law, trade secret protection and restrictions on disclosure to protect our intellectual property rights. We have entered into
confidentiality agreements with all our employees. We cannot assure you that these confidentiality agreements will not be breached, or that we will have adequate remedies for any breach.

 We are still in the process of registering in China the “SearchMedia” trademark and logo used in our business. We cannot assure you that our trademark application will ultimately proceed to
registration or will result in registration with a scope adequate for our business. Some of our pending applications or registration may be successfully challenged or invalidated by others. If our trademark application is not successful, we may have
to use different marks for affected services or technologies, or enter into arrangements with any third parties who may have prior registrations, applications or rights, which might not be available on commercially reasonable terms, if at all.

 The validity, enforceability, and scope of protection available under intellectual property laws with respect to trademark and trade secrets
in China are uncertain and still evolving. Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China may not be as
effective as in the United States or other western countries. One example of a protective measure regarding intellectual property, pre-litigation injunction relief, is still evolving in China and this protective measure needs more detailed guidance
on implementation. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property or to determine the enforceability, scope and
validity of our proprietary rights or those of others. Any such litigation or an adverse determination in any such litigation, could result in significant costs to the Company and a diversion of resources and management attention.

 Larry Spirgel

 Assistant Director

 March 13, 2012

  Page
 4

 We rely on computer software and hardware systems in managing our operations…,
page 13

4.
In future filings, please address in greater detail the risks associated with your computer hardware and software system including whether there has been any
material occurrence and what consideration you have given to the need to discuss a specific incident or incidents, any known and potential costs or other consequences, and impact on MD&A. Refer to CF Disclosure Guidance: Topic No. 2,
Cybersecurity dated October 13, 2011 for further guidance.

 In response to the comment, in future filings we will
revise this risk factor substantially as follows.

 We rely on the proper operation and maintenance of our computer system. Any
malfunction, capacity constraint or operation interruption for any extended period may have an adverse impact on our business.

 The
satisfactory performance, stability, and security of our computer system and our network infrastructure are critical to our reputation and our ability to attract and retain advertisers. Our information system provides a database of information
regarding advertising records and various other facets of the business to assist management and to help ensure effective communication among various departments and offices of our company. Accordingly, any failure to maintain the satisfactory
performance, stability, security and availability of our computer system may cause significant harm to our reputation and to our advertisers’ interest in advertising their products. Any server interruptions, break-downs or system failures,
including failures which may be attributable to events within or outside our control, could reduce the attractiveness and availability of our product offerings. Our computer systems are also susceptible to damage from computer viruses, fires,
floods, earthquakes, power losses, telecommunication failures, computer hacking, and similar events. We do not maintain insurance policies covering losses relating to our network systems or other assets. As a result, any capacity constraints or
operation interruptions for any extended period may have a materially adverse impact on our revenues and results of operations.

 Risks
Relating to Doing business in the People’s Republic of China, page 14

 If the PRC government determines that the contractual
arrangements that establish…, page 14

5.
Please revise this risk factor to disclose the following:

•

 Discuss in greater detail the transactions between Jingli Shanghai Advertising Co., Ltd. and Ad-Icon Advertising (Shanghai) Co., Ltd. Specifically,
you state that in 2010 Ad-Icon Shanghai acquired “some” of Jingli Shanghai’s subsidiaries.

 Larry Spirgel

 Assistant Director

 March 13, 2012

  Page
 5

 Be specific as to the nature of your “acquisition,” stating equity
ownership or contractual arrangement without equity ownership where appropriate.

 Please revise to state the specific
and full names of these entities and describe their current status within your corporate structure. Revise your Organizational Structure chart on page 36 accordingly.

 In response to the comment, we will, where appropriate, replace the word “acquisition” with the phrase “transfer of equity interests,” or a similar phrase, which better describes the
nature of the transactions disclosed in this risk factor. Also, in future filings, to the extent the risk factor remains applicable, we will revise the risk factor substantially as follows in the discussions below and revise the organizational
structure chart as it appears in Annex A to this letter.

 In 2010, as part of our steps to exert direct equity ownership over our
acquired businesses, our contractually controlled VIE, Jingli Shanghai, transferred 100% of the equity interests in Shanghai Botang Advertising Co., Ltd., Shanghai Haiya Advertising Co., Ltd., Beijing Wanshuizhiyuan Advertising Co., Ltd., Wuxi
Ruizhong Advertising Co., Ltd., and Shenyang Jingli Advertising Co., Ltd. to our indirect wholly-owned subsidiary Ad-Icon Shanghai.

•

 Revise to discuss the current status and history of Shanghai Sige Advertising and Media Co., Ltd., Shenzhen Dale Advertising Co., Ltd. and Beijing
Conghui Advertising Co., Ltd. We note that these entities are not reflected on your Organizational Chart found on page 36 and with the exception of Shanghai Sige Advertising and Media Co., Ltd. are not discussed elsewhere in your Form 20-F.

 Shanghai Sige Advertising and Media Co.,Ltd., Shenzhen Dale Advertising Co., Ltd., and Beijing Conghui Advertising Co.,
Ltd. were predecessors of Jingli Shanghai before the Company’s restructuring in 2007. In connection with this 2007 restructuring, these entities were merged into Jingli Shanghai and have been inactive since that time. This restructuring was not
relevant in 2010. In future filings, we will delete the discussion of these companies in this risk factor.

•

 You state in the final sentence that you have entered into agreements with Jingli Shanghai and each of the shareholders of Jingli Shanghai to gain
control over this entity. Please revise to discuss the specific agreements in place and the effect and purpose of each agreement. File these agreements as exhibits.

 In response to the comment, we respectfully refer the Staff to page 38 of the Form 20-F “Contractual Arrangements with Jingli Shanghai and its Shareholders.” Those agreements were
previously filed with the SEC.

 Larry Spirgel

 Assistant Director

 March 13, 2012

  Page
 6

 Specifically, the English translations of (A) the Exclusive Technology Consulting and Service
Agreement between Jieli Consulting and Jingli Shanghai, dated as of September 10, 2007 was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 5, 2009 and incorporated by reference therein as Exhibit
10.6 to ID Arizona Corp.’s Registration Statement on Form S-4, (B) the Exclusive Call Option Agreement among Jingli Shanghai, its shareholders and Jieli Consulting, dated as of September 10, 2007 was filed as Exhibit 10.7 to the
Company’s Current Report on Form 8-K filed on November 5, 2009 and incorporated by reference therein as Exhibit 10.7 to ID Arizona Corp.’s Registration Statement on Form S-4, (C) the Equity Pledge Agreement among Jingli Shanghai,
its shareholders and Jieli Consulting, dated as of September 10, 2007 was filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on November 5, 2009 and incorporated by reference therein as Exhibit 10.8 to ID Arizona
Corp.’s Registration Statement on Form S-4, (D) the Power of Attorney by the shareholders of Jieli Consulting dated as of September 10, 2007 was filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on
November 5, 2009 and incorporated by reference therein as Exhibit 10.9 to ID Arizona Corp.’s Registration Statement on Form S-4, and (E) the Loan Agreement between the shareholders of Jingli Shanghai and Jieli Consulting, dated as of
September 10, 2007 was filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on November 5, 2009 and incorporated by reference therein as Exhibit 10.10 to ID Arizona Corp.’s Registration Statement on Form S-4.

•

 We note your statement that you may “not be able to renew these contracts with Jingli Shanghai and/or its shareholders.” Please disclose
the kick-out rights of these agreements, meaning who has the right to renew or not on which dates.

 In response to the
comment, we respectfully advise the Staff that in accordance with the provisions of the VIE agreements, the agreements will be renewed automatically for 10 years after the expiration of the initial 10-year term, unless we notify Jingli Shanghai
and/or its shareholders in writing three months in advance that we will not renew the agreements.

 Supplementally, we respectfully advise the
Staff that because the VIE structure was terminated in accordance with our rights under our contractual arrangements with Jingli Shanghai as of December 23, 2011, these agreements are no longer material to our continuing operations.

•

 Disclose whet

February 22, 2012
 Via E-mail

Wilfred Chow
Chief Financial Officer
SearchMedia Holdings Limited
Floor 13, Central Modern Building
468 Xinhui Road
Shanghai, China 200060

Re: SearchMedia Holdings Limited
Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011
  Response dated January 26, 2012
File No. 333-158336

Dear Mr. Chow:
 We have reviewed your filing and have the fo llowing comments.  Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 20-F for the fiscal year ended December 31, 2010

 Risk Factors, page 6

Risk Related to Our Business and Operations, page 6
 Failures to obtain site owners’ consents or objections from site owners to the…, page 11

1. Please revise this risk factor to discuss in greater detail th e magnitude of the current risk
related to the challenge in a ssuring site managers have obtained prior consent from site
owners committees or site owners.  Furthe r, cite the PRC laws and regulations you
reference and explain the materi al issues affecting your busin ess with same. We note that
you “urge” site managers to obtain proper approv als.  Please discuss what percentage of
your sites has a display agreement in place with  site managers and what percentage of

Wilfred Chow SearchMedia Holdings Limited February 22, 2012 Page 2

 sites has received proper consent.  Additiona lly, disclose whether any site owners have
objected due to lack of consent terminating an agreement or resulting in the loss of a site.
Lastly, discuss whether you are currently in the process of re solving any issues involving
proper consent.

2. In a supplemental response, please provide us  with an analysis as to the business
arrangement and interests between all the part ies to any given building mentioned in this
risk factor, aligned and conf licted interests and the business purposes behind the model,
as opposed to making such arrangements with owners directly.  We  note your discussion
on page 28.

Unauthorized use of our intellectual property by third parties, and the expenses…, page 13

3. Please revise your disclosure under this risk fact or heading to discuss in greater detail the
landscape of intellectua l property protection in China.  For example disclose that
historically, the legal system and courts of the PRC have not protected intellectual
property rights to the same extent as the le gal system and courts of the United States.
Companies operating in the PRC continue to face an increased risk of intellectual
property infringement.  Furtherm ore, you should disclose that the validity, application,
enforceability and scope of pr otection of intellectual prope rty rights for many internet-
related activities, such as internet commercial methods pa tents, are uncertain and still
evolving in China and abroad, which may make  it more difficult for you to protect your
intellectual property, and could have a material adverse effect on your business, financial
condition and results of operations.

We rely on computer software and hardware  systems in managing our operations…, page 13

4. In future filings, please address in greater de tail the risks associated with your computer
hardware and software system including whet her there has been a ny material occurrence
and what consideration you have given to the need to discuss a sp ecific incident or
incidents, any known and potential costs or other consequences, and impact on MD&A.
Refer to CF Disclosure Guidance: Topic N o. 2, Cybersecurity dated October 13, 2011 for
further guidance.
 Risks Relating to Doing business in th e People’s Republic of China, page 14

 If the PRC government determines that the c ontractual arrangements that establish…, page 14

5. Please revise this risk fact or to disclose the following:

 Discuss in greater detail the transact ions between Jingli Shanghai Advertising
Co., Ltd. and Ad-Icon Advertising (Shanghai)  Co., Ltd.  Specifically, you state
that in 2010 Ad-Icon Shanghai acquired “som e” of Jingli Shanghai’s subsidiaries.

Wilfred Chow SearchMedia Holdings Limited February 22, 2012 Page 3

 Be specific as to the nature of your “ac quisition,” stating equity ownership or
contractual arrangement w ithout equity ownership where appropriate.  Please
revise to state the specific and full na mes of these entities and describe their
current status within your corporate st ructure.  Revise your Organizational
Structure chart on page 36 accordingly.

 Revise to discuss the current status and history of Shanghai Sige Advertising and
Media Co., Ltd., Shenzhen Dale Advert ising Co., Ltd. and Beijing Conghui
Advertising Co., Ltd.  We note that th ese entities are not reflected on your
Organizational Chart found on page 36 and with the exception of  Shanghai Sige
Advertising and Media Co., Lt d. are not discussed elsewh ere in your Form 20-F.

 You state in the final sentence that you ha ve entered into agreements with Jingli
Shanghai and each of the shareholders of Ji ngli Shanghai to gain control over this
entity.  Please revise to discuss the speci fic agreements in place and the effect and
purpose of each agreement.  File these agreements as exhibits.

 We note your statement that you may “not be  able to renew th ese contracts with
Jingli Shanghai and/or its shareholders.”  Please disclose the kick-out rights of
these agreements, meaning who has the ri ght to renew or not  on which dates.

 Disclose whether Ad-Icon Advertising (Shanghai) Co., Ltd. holds the proper
license to operate in th e advertising industry and discuss th e related risks.
We note your statement on page 19, under th e currency risk factor, that your
subsidiary in Hong Kong, “Ad-Ic on Company Limited, on December 11, 2009,
established Ad-Icon Advertising (Shanghai)  Co. Ltd., a wholly-owned subsidiary
in China, which is permitted to operate business in China.”  You state that through
Ad-Icon Shanghai, you can “enter into advertis ing contracts directly  with clients.”
Please disclose whether the permitting of Ad-Icon Shanghai is complete and provides this wholly owned subsidiary w ith the complete set of rights for an
advertising business in China.

We rely on contractual arrangem ents with Jingli Shanghai and its shareholders for…, page 15

6. Similarly, in the second sentence of this se ction you state that in 2010 Ad-Icon Shanghai
acquired “most” of the subsidiaries of Jingli Sh anghai, but as of the date of the Form 20-
F Ad-Icon Shanghai has “not acquired all” rema ining subsidiaries of  Jingli Shanghai.
Please revise to include the specific names of  the acquired subsidiaries and the names of
the subsidiaries that have not  been acquired.  Also, please ex plain why you have acquired
some, but not all of the subsid iaries and whether you plan to  acquire the remaining Jingli
Shanghai subsidiaries.

Wilfred Chow SearchMedia Holdings Limited February 22, 2012 Page 4

 7. Revise your Risk Factor sect ion to provide a separate ri sk factor discussing the
agreements you have in place to assure cont rol over Ad-Icon Advertising (Shanghai) Co.,
Ltd. and its subsidiaries.  In clude in your discussion the or ganizational structure you have
in place regarding these en tities identifying each as a WF OE, VIE or other ownership
structure.  File any material agreements such  as equity pledge agreements and advisory
fee agreements, for example, as exhibits.
 We may be subject to, and may expend significant resources in  defending against… page 18

8. Disclose, if material, quantif ication of any known or poten tial consequences regarding
your failure to “strictly abide” by the requi rements regarding content and confirmation
that the advertisers obtained requisite govern ment pre-approval for the contents of the
advertisement and filings with the local aut horities.  Please discuss any indications you
may have received regarding the potential for being penalized for the past noncompliance, you reference.

Item 4. Information on the Company, page 24

 History and Development, page 24

9. Please amend your filing to discuss the origin and timing of your business and business
entities falling under Ad-Icon Company Limited (HK) and Ad-Icon Advertising (Shanghai) Co., Ltd.  You state that in April 2008 you acquired 100% of the equity
interest in Ad-Icon Company Limited (HK).  Specifically, explain whether Ad-Icon (HK)
and Ad-Icon (Shanghai) were acquired as pa rt of the Share Exchange Agreement and
Business Combination involving predecessor Ideation Acquisition Corp., ID Arizona
Corp. and SearchMedia International.  Please explain the consideration paid and to whom
in connection with Share Exchange Agreemen t including both cash and stock.  We note
that subsequent to the peri od covered by this Form 20-F, you reached a settlement with
several original shareholders of Shanghai Jingli Advertising Co. Ltd. and as a result
repurchased or cancelled stoc k consideration paid to th ese parties under the Share
Exchange Agreement.  However, the origin of and consideration paid for the Ad-Icon
branch of business is unclear.

10. Additionally, in the last para graph of this section on page  25, you list three entities that
Jingli Shanghai holds 100% equity intere st in namely, Tianjin Shengshitongda, Qing
Kaixiang and Wenzhou Rigao.  However, on page  36 three additional en tities are listed
under these first three.  Please revise this s ection to explain the re lationship, history and
equity ownership interest or  other interest you hold in Shanghai Jincheng Advertising
Co., Ltd., Shaanxi Xinshichuang Advertisi ng Planning Co., Ltd. and Changsha Lingli
Advertising Co., Ltd.

Wilfred Chow SearchMedia Holdings Limited February 22, 2012 Page 5

 11. Revise your discussion to account for the hi story and development of Great Talent
Holdings Ltd.  We note that in footnote 16 to  the Organization Stru cture chart on page 36
that this entity is described as “inactive.”

Our Business, page 26

 General

12.  We note that on page 27, for example, you state that your in-e levator advertising
network consists of about 150,000 poster frames.  In addition, in 2010 you began managing a network of approximately 5,000 buses  for bus-body advertising in Beijing.
We note on page 62 you state that you had a pproximately 300 total employees, including
70 maintenance personnel, as of March 31, 2011.  Please tell us more about how you
manage and account for your advertising poste r frames, illuminated and paper, transit
large sticker formats, light boxes and digi tal poster frames including maintenance and
advertisement installation processes and procedures.  We note that on page 28 you
disclose that you are responsible for period ic monitoring, maintenance and repair of
frames.

Regulatory Matters, page 30

 Regulation of Advertising Services, page 31

13. Please amend your disclosure to update the list of principal regulations governing
advertising businesses in China revising this  and other sections as appropriate.
Specifically, we note the signi ficance of  the following:

 The catalogue for Guiding Foreign Investment in Industry (2007); and

 The Administrative Regulations on Forei gn-invested Advertising Enterprises
(2008).
 Organizational Structure, page 35

14. Please revise your organizati onal structure chart on page 36 to reflect the specific
contract, pledges, loans or ag reements in place between various  entities.   A footnote may
be appropriate.  Additionally, revise your footnotes to indica te whether each entity is a
WFOE, VIE or other contractua lly obligated subsidiary.

15. Expand footnote (2) disclosing the purpose, business operations and status of Jieli
Network Technology Development (Shanghai) Co., Ltd.

Wilfred Chow SearchMedia Holdings Limited February 22, 2012 Page 6

 Agreements that Transfer Economic Benefit to Jieli Consulting, page 39

16. Page 40 contains several bullet points indicati ng business and assets of several entities
were transferred from Jingli Shanghai into  newly incorporated Chinese companies.
Please revise each bullet point as applicable to include the date the respective business
and related assets were transferred to the newly incorporated entity.

Liquidity and Capital Resources, page 54

17. We note your response to comment 11 from our letter dated December 23, 2011.  Please
amend your table to include two columns, one indicating the amount of contingent
consideration paid up to December 31, 2010 in cash and the second representing
consideration paid in stock.  Revise your disclo sure to include this ta ble here and in your
Financial Statements as appropriate.

18. Revise your disclosure to st ate whether the earn-out agreem ents with the 12 different
entities are each in writing.

19. Amend your disclosure to discuss the range of multiples used to determine contingent
consideration payments and the underlying metr ic applied to the multiple, for example,
net income.

20. Please tell us more about the remaining con tingent consideration payments associated
with your 2008 acquisitions.  Sp ecifically, explain which partie s or individuals continue
to receive these payments and whether there we re any changes in recipients as a result of
your litigation against the former management , board and shareholders of SearchMedia
International.  Disclose whether any of the pa rties to that continuing matter received or
will receive cash or stock contingent consider ation payments indentifying the individual
and acquisition entity together.
Related Party Transactions, page 64

 Transactions with SearchMedia International’ s Shareholders, Senior Management…, page 64

21. We note your response to comment 13 from our letter dated December 23, 2011.  Please
tell us more about the business and operations of Shanghai Botang.  We note that you paid over $32 million in contingent consider ation from the acquisition date of April 2008
through December 31, 2010, or the second highest earn-out amount after Zhejiang
Continental.  We also note that you rec ognized significant goodwill impairment on the
value of this entity.  Please explain.

22. Revise your disclosure to di scuss the individuals or ent ities from whom you purchased
Zhejiang Continental in June 2010.  We note that  this purchase date wa s after the date of

Wilfred Chow SearchMedia Holdings Limited February 22, 2012 Page 7

 the Share Exchange Agreement in Oct ober 2009.  Additionally, please revise your
disclosure, where appropriate,  to explain the purpose for th is acquisition in cluding how it
fits within your three categories of business and overall operations.

23. Please tell us more about the “advances” ma de by SearchMedia International in 2010 to
the senior management personnel of certa in companies acquired by Shanghai Jingli
including the purpose of these advances and wh ether they have been repaid or services
rendered.  Tell us whether you continue to make similar advances.
 4. Acquisitions, page F-18

 I. 2010 acquisitions, page F-18

24. We note your response to comment nine a nd ten from our letter dated December 23,
2011.  Addressing ASC 805-30-25-5 to 25-7  tell us:

a.  how you determined the fair value of the contingent consideration.  Refer to ASC
820-10-30-1 to 30-6.
b. whether you have classified your obligati on to pay contingent consideration as a
liability or equity.  In this regard we note that some of the contingent
consideration is payable in shares.
25. It appears to us that the pre-determined formula used to calculate the contingent
consideration in the acquisition of Xhejiang Continental provides relevant i

CORRESP
1
filename1.htm

Correspondence

 SearchMedia Holdings Limited

Floor 13, Central Modern Building

 468 Xinhui Road

 Shanghai, China 200060

January 26, 2012

 VIA
EDGAR

 Larry Spirgel

 Assistant
Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549-6010

Re:
SearchMedia Holdings Limited (the “Company” or “SearchMedia”)

Form 20-F for the fiscal year ended December 31, 2010

 Filed June 30, 2011

 File No. 333-158336

Dear Mr. Spirgel:

 We hereby respond to
the Staff’s comment letter, dated December 23, 2011, regarding the Company’s Form 20-F for the year ended December 31, 2010 (the “20-F”).

 Further, pursuant to a call with the Staff on January 11, 2012, the Staff asked that the Company provide the following additional information in this response letter:

1. Why did SearchMedia previously need a variable interest entity (“VIE”) structure in place?

2. What is the reason that SearchMedia no longer needs a VIE structure in place?

3. How did SearchMedia determine that eliminating the VIE structure was in the best interest of the Company and its shareholders?

 4. Provide an updated organizational chart.

 In October 2009, Ideation Acquisition Corp. acquired SearchMedia International Limited (“SMIL”), a leading nationwide multi-platform media company and one of the largest operators of integrated
outdoor billboard and in-elevator advertising networks in China. Chinese regulations restrict foreign ownership of media and advertising businesses, and

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 2

because the surviving corporation in the business combination was a Cayman Islands corporation, the Company is deemed to be a foreign legal person under Chinese laws. The Company therefore
initially had to conduct substantially all of its activities through its subsidiaries and a VIE named Jingli Shanghai (the “VIE” or “Jingli Shanghai”) in China. To provide the Company the ability to receive the majority of the
expected residual returns of the VIE and its subsidiaries, the Company entered into various contractual arrangements with the VIE to purchase the equity interest of an affiliated entity. The paid-in capital of the VIE was funded by the Company
through a loan extended to the equity shareholders. As a result of these contractual arrangements, the Company is the primary beneficiary of the VIE, and the Company has consolidated the financial results of the VIE and its subsidiaries in the
consolidated financial statements since the later of the date of inception or acquisition until December 23, 2011.

 After the acquisition
of SMIL, one of the Company’s subsidiaries, Ad-Icon Company Limited, which is an entity deemed eligible to establish a wholly-owned foreign advertisement company in China in accordance with The Administrative Regulations on Foreign-invested
Advertising Enterprises (2004, as amended in 2008), established a wholly-foreign owned enterprise (“WFOE”) named Ad-Icon Advertising (Shanghai) Co. Ltd. (“Ad-Icon Advertising”) in China in December 2009. The Administrative
Regulations on Foreign-invested Advertising Enterprises (2004, as amended in 2008), requires foreign entities that directly invest in the advertising industry in China to have at least three years of direct operations in the advertising industry
outside of China. Accordingly, the Company determined to transfer the advertisement business and resources of Jingli Shanghai to Ad-Icon Advertising. In 2010 and 2011, Ad-Icon Advertising acquired the equity interest of the subsidiaries of Jingli
Shanghai. Furthermore, Jingli Shanghai ceased its advertisement business gradually, and, effective December 23, 2011, Jingli Shanghai and its subsidiaries have all ceased their respective advertisement business so that the VIE structure is no
longer required or in place.

 The Company believes that operating the business through the WFOE, rather than pursuant to the VIE structure is
beneficial to the Company and its stockholders because the new structure:

•

 provides the Company full and direct control of its business;

•

 eliminates the uncertainties and risks associated with the VIE structure, including the following uncertainties and risks:

•

 Shareholders of Jingli Shanghai may have potential conflicts of interest with us.

•

 If the PRC government determines that the contractual arrangements that establish the structure for operating our China business do not comply with
applicable PRC laws and regulations, we could be subject to severe penalties.

•

 We rely on contractual arrangements with Jingli Shanghai and its shareholders for our China operations, which may not be as effective in providing
operational control as would be the case through ownership of a controlling equity interest in such operating entities.

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 3

 An updated organizational chart, as of the date of this letter, is attached as Annex 1
hereto.

 Set forth below are the Company’s responses to the Staff’s comment letter, dated December 23, 2011. The
Company’s responses below provide a description of the VIE structure as it previously existed, including the contractual arrangements put in place to provide effective control and the risks associated with the VIE structure as it then existed
before the termination of the VIE structure effective December 23, 2011. For the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the response to each comment immediately thereafter.

 Form 20-F for the fiscal year ended December 31, 2010

 Item 5 Operating and Financial Review and Prospects, page 41

1.
Since a substantial amount of your consolidated operations are attributed to your variable interest entity, please provide the following disclosures:

a.
Your assumptions, risks and uncertainties in accounting for VIEs and consolidating the operations of the VIEs.

b.
A condensed consolidating balance sheet, income statement and cash flow statement, presented in tabular form, for the most recent periods presented. The information
should be in sufficient detail to allow investors to understand the assets and operations that are not subject to involvement with the consolidated variable interest entity, so investors may understand the uncertainties that could cause the reported
financial information not to be necessarily indicative of future operating results or financial condition.

c.
a discussion of risks and uncertainties that may result in deconsolidation of the variable interest entity.

In response to the Staff’s comment, we have prepared the following disclosure:

(a)
Consolidating the operations of variable interest entities: Risks and Uncertainties

 A variable interest entity, or VIE, is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or
(ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the
entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

 If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, the Company consolidates the VIE as the primary beneficiary, and if not, does

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 4

not consolidate the VIE. Assets recognized as a result of consolidating a VIE do not represent additional assets that could be used to satisfy claims against the Company’s general assets.
Conversely, liabilities recognized as a result of consolidating VIEs do not represent claims against the Company’s general assets.

 PRC
regulations prohibit or restrict foreign ownership of media and advertising business, with the exception that foreign entities that directly invest in the advertising industry in China are required to have at least three years of direct operations
in the advertising industry outside of China pursuant to the Administrative Regulations on Foreign-invested Advertising Enterprises (2004, as amended in 2008). As a Cayman Islands corporation, the Company is deemed a foreign legal person under PRC
laws. The Company therefore previously conducted substantially all of its activities through its subsidiaries and the VIE in the PRC. To provide the Company with the ability to receive the majority of the expected residual returns of the VIE and its
subsidiaries, the Company entered into various contractual arrangements with the VIE to purchase the equity interest of affiliated entity. The paid-in capital of the VIE was funded by the Company through a loan extended to the equity shareholders.

 The Company believes that the contractual arrangements between Jieli Investment Management Consulting (Shanghai) Co. Ltd., a wholly owned
subsidiary of the Company (“Jieli Consulting”), with the VIE, are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual
arrangements and if the shareholders of the VIE were to reduce their financial stake in the Company, their interests may conflict with those of the Company and that may potentially increase the risk that they would seek to act contrary to the
contractual terms, for example by influencing the VIE not to pay the service fees when required to do so.

 The Company’s ability to
control the VIE also depends on the voting power obtained in contractual arrangements with the VIE. Jieli Consulting has the power to vote on all matters requiring shareholder approval in the VIE. As noted above, the Company believes that the
contractual arrangements with the VIE are legally enforceable but may not be as effective as direct equity ownership.

 In addition, if the
legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC government could, among other things:

•

 revoke the Company’s business and operating licenses;

•

 require the Company to discontinue or restrict operations;

•

 restrict the Company’s right to issue invoices and collect revenues;

•

 block the Company’s websites;

•

 require the Company to restructure the operations in such a way as to compel the Company to establish a new enterprise, re-apply for the necessary
licenses or relocate our businesses, staff and assets;

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 5

•

 impose additional conditions or requirements with which the Company may not be able to comply; and

•

 take other regulatory or enforcement actions against the Company that could be harmful to the Company’s business.

The imposition of any of these penalties may result in a material and adverse effect on the Company’s ability to conduct the Company’s
business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIE and their subsidiaries or the right to receive its economic benefits, the Company would no longer be able to
consolidate the VIE.

 Uncertainties and risks associated with the VIE were disclosed under Item 3D – Risk Factors of the 20-F.

(b)
The following tables break-out and summarize the assets and operations that (1) are not subject to involvement with the consolidated variable interest
entity (under the heading “Non-VIE”) and (2) are subject to involvement with the consolidated variable interest entity:

 SEARCHMEDIA HOLDINGS LIMITED

 CONDENSED BALANCE SHEETS

(Amounts in thousands, except share data)

As of December 31, 2010

Non-VIE

VIE

Total

 ASSETS

 Cash and cash equivalents

$
5,612

$
1,942

$
7,554

 Accounts receivable, net

14,479

3,586

18,065

 Property and equipment, net

774

359

1,133

 LIABILITIES

 Accounts payable

$
8,822

$
5,072

$
13,894

 Accrued expenses and other payables

9,833

8,098

17,931

 Short-term borrowings

729

—

729

 Deferred revenue

2,310

171

2,481

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 6

 SEARCHMEDIA HOLDINGS LIMITED

CONDENSED STATEMENTS OF OPERATIONS

 (Amounts in thousands, except share data)

For the Years Ended December 31, 2010

Non-VIE

VIE

Total

 Advertising services revenues

$
28,258

$
20,709

$
48,967

 Gross profit

6,957

5,556

12,513

 Net loss

$
(27,445
)

$
(19,194
)

$
(46,639
)

 SEARCHMEDIA HOLDINGS LIMITED

CONDENSED STATEMENTS OF CASH FLOWS

 (Amounts in thousands, except share data)

For the Years Ended December 31, 2010

Non-VIE

VIE

Total

 Net cash provided by/ (used in) operating activities

$
(408
)

$
2,078

$
1,670

 Net cash used in investing activities

(18,511
)

(1,641
)

(20,152
)

 Net cash provided by/ (used in) financing activities

(3,566
)

101

(3,465
)

 Foreign currency translation adjustment

150

(47
)

103

 Net increase / (decrease) in cash and cash equivalents

(22,335
)

491

(21,844
)

 Cash and cash equivalents at beginning of year

27,947

1,451

29,398

 Cash and cash equivalents at end of year

$
5,612

$
1,942

$
7,554

(c)
Please see the Company’s response above in (a) for a discussion of risks and uncertainties that may result in deconsolidation of the VIE.

 Consolidated statement of operations, page F-6

2.
Revise to present the “loss on impairment of goodwill and intangible assets,” “loss on impairment of fixed assets,” “loss on abandonment of
lease” and “loss on disposal of fixed assets” within loss from operations.

 In response to the Staff’s
comment, we have updated the Consolidated Statements of Operations. Please see Annex 2 attached hereto.

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 7

3.
We note that revenues increased in 2010 when compared to 2009; however, we note a decrease in revenues from VIEs in 2010. Tell us the reason for the significant
decrease in revenues from the VIEs in 2010 as compared to 2009.

 During 2010, Jingli Shanghai transferred its equity
interest in Beijing Wanshui, Shenyang Jingli, Shanghai Haiya, Shanghai Botang and Wuxi Ruizhong to Ad-Icon Advertising. Since then, the Company has exercised direct equity control over the transferred subsidiaries. As a result of these transfers, we
recognized a decrease in revenue from the VIE of $15.6 million in 2010.

 Notes to consolidated financial statements, page F-9

 1. Principal activities, organization and basis of presentation, page F-9

VIE arrangements, page F-9

4.
Disclose any substantive kick-out rights of the VIEs to unilaterally terminate the contracts and also disclose how the contract can terminate and whether the VIEs
can force termination (e.g., VIEs can exit with payment of termination fee).

 The contracts with the VIE do not provide
substantive kick-out rights of the VIE to unilaterally terminate the contracts and the VIE cannot force termination by paying a termination fee.

 Please refer to the Company’s response to the Staff’s comment no. 5 below for a description of how the contracts with the VIE can terminate.

5.
Disclose the significant activities of the VIEs that are covered by the contractual arrangement, considering limitations in scope to a particular set of activities
or phase of entity’s life cycle and limitations in length of term or conditions that could result in shortened term (e.g., must VIEs agree to extension of fixed term?).

 In response to the Staff’s

December 23, 2011
 Via U.S. Mail

Mr. Wilfred Chow
Chief Financial Officer
SearchMedia Holdings Limited
Floor 13, Central Modern Building
468 Xinhui Road
Shanghai, China 200060

Re: SearchMedia Holdings Limited
Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011
  File No. 333-158336

Dear Mr. Chow:
 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other portions of your documents. In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments  Form 20-F for the fiscal year ended December 31, 2010

 Item 5 Operating and Financial Review and Prospects, page 41

1. Since a substantial amount of your consolidated  operations are attribut ed to your variable
interest entity, please provide the following disclosures:
a. Your assumptions, risks and uncerta inties in accounting for VIEs and
consolidating the operations of the VIEs.
b.  A condensed consolidating balance sh eet, income statement and cash flow
statement, presented in tabular form, for the most recent periods presented.  The information should be in sufficient detail  to allow investors to understand the
assets and operations that are not subject  to involvement with the consolidated

Mr. Wilfred Chow SearchMedia Holdings Limited December 23, 2011 Page 2

 variable interest en tity, so investors may understand the uncertainties that could
cause the reported financial information not to be necessarily indicative of future
operating results or financial condition.
c. a discussion of risks and uncertainties th at may result in deconsolidation of the
variable interest entity.

Consolidated statement of operations, page F-6

2. Revise to present the “loss on impairment of goodwill and intangible assets,” “loss on
impairment of fixed assets,” “loss on aba ndonment of lease” and “loss on disposal of
fixed assets” within loss from operations.

3. We note that revenues increas ed in 2010 when compared to 2009; however, we note a
decrease in revenues from VIEs in 2010.  Tell us  the reason for the significant decrease in
revenues from the VIEs in 2010 as compared to 2009.

Notes to consolidated financial statements, page F-9
1. Principal activities, organization and basis of  presentation, page F-9
VIE arrangements, page F-9

4. Disclose any substantive kick-out rights of  the VIEs to unilaterally terminate the
contracts and also disclose how the contract can terminate and whether the VIEs can
force termination (e.g., VIEs can exit w ith payment of termination fee).

5. Disclose the significant activities of the VIEs that are covered by the contractual
arrangement, considering limitations in scope to  a particular set of activities or phase of
entity’s life cycle and limitations in length of  term or conditions that could result in
shortened term (e.g., must VIEs agre e to extension of fixed term?).

6. Disclose uncertainties and risks th at may be encountered, such as:
• VIEs may breach the contractual arrangeme nts for various reasons (e.g., dispute,
dissatisfaction with contract terms, be tter opportunities outsi de of contractual
arrangement),
• Agreements may not be enforceable for various reasons (e.g., equity pledge
agreements were not registered, l ack of recognition by PRC government),

Mr. Wilfred Chow SearchMedia Holdings Limited December 23, 2011 Page 3

• PRC government may restrict activitie s of operating entity (VIEs), or

• PRC government may prohibit contra ctual arrangements altogether.

7. Describe any change in facts or circumstances  that change the activities of the VIEs or
nature of WFOE’s involvement:
 Agreements terminated and equity pledge agreements were not registered,

 Dispute between VIE owners and WFOE, or

 Government intervention.

8. Please expand the disclosure of your basis fo r consolidation to in clude all significant
judgments and assumptions made in your anal ysis pursuant to ASC 810-10-50, including:
• Significant judgments and assumptions made in determining whether to
consolidate VIEs or disclo se involvement with VIEs;

• Nature of restrictions on consolid ated VIEs’ assets and carrying amounts
of such assets;

• Nature of, and changes in, the risks a ssociated with involvement in VIE;

• How involvement with VIEs affects reporting entity’s financial position,
financial performance, and cash flows;

• Policy regarding how net income is a ttributed to noncontro lling interests;

• Whether owner of OpCo are diffe rent than owners of WFOE;

• Description of significant terms to contracts (i.e., length of term/remaining
term, renewal provisions, penalties fo r operator to get out  of contract);

• Description of how contract terms grant power to direct significant
activities and right to economic returns; and

• Whether enforceability of contracts represents significant judgment/assumption.

Mr. Wilfred Chow SearchMedia Holdings Limited December 23, 2011 Page 4

4. Acquisitions, page F-18

 I. 2010 acquisitions, page F-18

9. We note that the equity owners of Xhejia ng Continental are entit led to contingent
consideration based on a predetermined earn- out formula applied to audited operating
results through December 31, 2010 and 2011.  Pl ease disclose the details of the pre
determined formula so the readers can determine the amount and timing of future payments.   Please provide us w ith your proposed disclosures.

10. We note that you recognized the consideration at  fair value based on best estimate. Please
disclose how you determined the fair value of  the contingent consideration including the
methodology and assumptions used.  Furt her it is unclear how you accounted for
subsequent changes in the fair  value of the contingent c onsideration.  Tell us how you
complied with paragraph ASC 805-30-35-1.

II. 2008 Acquisitions, page F-19

11. We note that in 2008 you completed the acquisiti on of several businesses.  We also note
that most of the purchase consideration for these acquisitions is contingent pursuant to
earn-out agreements.  For each of the 2008 acquisitions please provide a detailed discussion of the contingent considerati on original and amended agreements. Your
disclosure should include the methodology used  to determine the amount and timing of
past and future payments and whether you are required to pay cash or stock. Please
provide us with your proposed disclosures.

12. Tell us whether any of the acquired entitie s “ex-owners” became employees of your
company.

13. It is unclear to us why you were required to pay contingent consideration and then
immediately recognize goodwill impairment. Revise your disclosures on page 46 in
MD&A to explain the rationale behind the contingent considerat ion in light of the lack of
an increase in fair value of the reporting units during the peri od covered by the contingent
consideration. Please provide us with your proposed disclosures

Mr. Wilfred Chow SearchMedia Holdings Limited December 23, 2011 Page 5

 Please file all correspondence over EDGAR.  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
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments,  please provide a written st atement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

 You may contact Ivette Leon, Assistant Chief Accountant, at (202) 551-3351or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3810
with any other questions.
Sincerely,
 /s/ Carlos Pacho for  Larry Spirgel Assistant Director

CORRESP
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ID Arizona Corp.

1105 N. Market Street, Suite 1300

Wilmington, Delaware 19801

September 30, 2009

VIA EDGAR AND FAX

Mr. Larry
Spirgel, Assistant Director

Mr. Scott Hodgdon, Attorney-Advisor

United States Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

    Re:

    ID Arizona Corp.

Registration Statement on Form S-4 (File No. 333-158336)

Dear
Mr. Spirgel and Mr. Hodgdon:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), ID
Arizona Corp. (the “Company”), requests that the effectiveness of the Registration Statement
referenced above be accelerated so that the Registration Statement
may become effective at 3:30
p.m. (Eastern time) on September 30, 2009, or as soon as
practicable thereafter.

     The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosures in the filing; and

    •

    the Company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

    Sincerely,

ID Arizona Corp.

    /s/ Robert N. Fried

    Robert N. Fried

    President and Chief Executive Officer

CORRESP
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Dallas

Denver

Fort Lauderdale

Jacksonville

Los Angeles

Madison

Miami

New York

Orlando

Tallahassee

Tampa

Tysons Corner

Washington, DC

West Palm Beach

One Southeast Third Avenue

25th Floor

Miami, Florida 33131-1714

www.akerman.com

305 374 5600 tel 305 374 5095 fax

September 30, 2009

Mr. Larry Spirgel, Assistant Director

Mr. Scott Hodgdon, Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

    Re:

    ID Arizona Corp.

Amendment No. 2 to Registration Statement on Form S-4

File No. 333-158336

Filed September 10, 2009

Dear Mr. Spirgel and Mr. Hodgdon:

     On behalf of ID Arizona Corp. (the “Company”), we hereby amend the response to Comment No. 4
to clarify the example in our response to the Commission Staff’s comment letter dated September 18,
2009 regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-4 filed on
September 10, 2009 (the “Registration Statement”). Please note that the Company filed Amendment
No. 3 to the Registration Statement (“Amendment No. 3”) on September 23, 2009. Capitalized terms
used but not defined in this letter are used as defined in Amendment No. 3.

     Please note that for the Staff’s convenience, we have recited the Staff’s comment in boldface
type and provided the Company’s responses immediately thereafter.

Ideation’s Reasons for the Business Combination and Recommendation of the Ideation Board of
Directors, page 107

    4.

    We note that management assumed a 30% conversion of Ideation stockholders in
calculating the price earnings ratio of 6.7x. In light of your proposed charter
amendment and its effect of significantly increasing the potential conversion percentage,
discuss whether management considered revising its price earnings ratio. It would appear
that the conversion percentage could reflect all public stockholders converting.

Mr. Larry Spirgel

Mr. Scott Hodgdon

September 30, 2009

Page 2

In response to the Staff’s comment, the Company respectfully advises the Staff that
management reviewed the impact of higher conversion on the price earnings ratio and
concluded that it was not necessary to revise the price earnings ratio. As conversion
increases, the number of total outstanding shares decreases which results in a higher
adjusted EPS and a lower implied price earnings ratio. A lower price earnings ratio
reflects a more favorable valuation ratio relative to the peer companies; therefore
management did not believe it was necessary to revise the price earnings ratio to reflect
a lower figure.

To illustrate this, the Company provides the following example for the benefit of the
Staff:

At 100% conversion and 100% earnout, assuming $18.25 million of backstop shares at
$7.88 per share, the total shares outstanding would be 27.8 million which implies a
2009E EPS of $1.38 and a 2009E P/E of 5.7x, compared to 6.7x at 30% conversion.

* * * * *

     In connection with responding to the Staff’s comments, we acknowledge (1) should the
Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing, (2) the action
of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing, and (3) the Company may not assert staff comments and the
declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

     If you have any questions, please call me at (305) 982-5581.

    Sincerely,

    /s/ Michael Francis

    Michael Francis

CORRESP
1
filename1.htm

corresp

Dallas

Denver

Fort Lauderdale

Jacksonville

Los Angeles

Madison

Miami

New York

Orlando

Tallahassee

Tampa

Tysons Corner

Washington, DC

West Palm Beach

One Southeast Third Avenue

25th Floor

Miami, Florida 33131-1714

www.akerman.com

305 374 5600 tel          305 374 5095 fax

September 21, 2009

Mr. Larry Spirgel, Assistant Director

Mr. Scott Hodgdon, Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

    Re:

    ID Arizona Corp.

Amendment No. 2 to Registration Statement on Form S-4

File No. 333-158336

Filed September 10, 2009

Dear Mr. Spirgel and Mr. Hodgdon:

     On behalf of ID Arizona Corp. (the “Company”) and following a conversation with Scott Hodgdon,
this letter reflects the Company’s interim response to Comment No. 1 of the Commission Staff’s
comment letter dated September 18, 2009 regarding the Company’s Amendment No. 2 to the Registration
Statement on Form S-4 filed on September 10, 2009 (the “Registration Statement”).

     Please note that for the Staff’s convenience, we have recited Comment No. 1 in boldface type
and provided the Company’s response immediately thereafter. Capitalized terms used but not
separately defined herein have the meanings given to such terms in the Registration Statement.

General

    1.

    We note that you have added a new proposal to your registration statement and proxy to approve
an amendment to your amended and restated certificate of incorporation to provide conversion rights
to a stockholder upon the approval of a business combination, regardless of whether the stockholder
votes for or against the business combination. This proposal represents a fundamental change in
the rights of your common stockholders such that the decision as to whether to
approve this new proposal is a new investment decision with respect to your common stock.
Please amend your registration statement to register the offering of all shares of your
common stock to reflect the new investment decision for your common stockholders as a
result of this proposal.

Mr. Larry Spirgel

Mr. Scott Hodgdon

September 21, 2009

Page 2

     In response to the Staff’s comment, the Company respectfully advises the Staff that it
believes the amendment to Ideation’s amended and restated certificate of incorporation, to provide
conversion rights to a stockholder upon approval of a business combination, regardless of whether
such stockholder votes for or against the business combination, is not a fundamental change in the
rights of Ideation’s common stockholders.

     At all times, purchasers of the IPO Shares have had the right to convert their IPO Shares to
cash upon approval and completion of a business combination by voting against the business
combination and requesting conversion of their IPO Shares. The charter amendment would not alter or adversely affect the right to convert of any holder of IPO Shares who would want to convert under Article Sixth as currently in effect. The charter amendment would merely extend this right to convert to those
holders of IPO Shares who vote to approve the business combination, as well as those who vote
against the business combination.

     It is important to note that the charter amendment, if approved, would not
change the voting or approval standard for a business combination, in that the business
combination, as has always been the case, will not be approved if 30% or more of the holders of IPO
Shares both vote against the transaction and elect to convert their IPO Shares. However,
we believe that the charter amendment provides incentive to holders of IPO Shares to vote for the
business combination, because the business combination must be approved in order for a conversion
to occur before the liquidation of the Company. As such, we believe that if the charter amendment
is approved, holders of IPO Shares who want to convert their shares would vote to approve the
business combination, in order to obtain the conversion value of their IPO Shares in connection
with the closing of the business combination, rather than having to wait for the liquidation of the
company.

     The only potential adverse consequence resulting from approval of the charter amendment is the
possible decrease in liquidity of the company following completion of the business combination,
assuming a substantial number of holders of IPO Shares vote to approve the business combination and
convert their IPO Shares. This potential consequence has been extensively disclosed throughout the
proxy statement/prospectus. However, the Company believes this consequence does not go to a
stockholder’s fundamental rights in their initial investment, but rather to the question of whether
a stockholder wants to continue their investment in the Company after the business combination.

     Notwithstanding the foregoing, if the Staff were to determine that the amendment to Ideation’s
amended and restated certificate of incorporation constitutes a fundamental change in the rights of
Ideation’s common stockholders, then the Company respectfully advises the Staff that the securities
of ID Arizona are being registered in connection with the merger of Ideation with and into ID Arizona. These shares will be issued to Ideation stockholders and will
include the right to convert IPO Shares regardless of whether a stockholder votes for or
against the business combination. Consequently, the Company believes that it would be
duplicative and unnecessary to re-register Ideation’s common stock in connection with the proposal
to amend Ideation’s amended and restated certificate of incorporation.

Mr. Larry Spirgel

Mr. Scott Hodgdon

September 21, 2009

Page 3

     In addition, the Company respectfully believes that the following items should be considered
in determining whether to register Ideation’s common stock in connection with the
proposal to amend Ideation’s amended and restated certificate of incorporation:

    •

    Recently, certain other special purpose acquisition companies have proposed
amendments to their respective certificates of incorporation to fundamentally
change the rights of common stockholders by eliminating certain provisions
traditionally contained in a special purpose acquisition company’s certificate of
incorporation, including provisions relating to the 80% test and the voting
standard. The Company believes that such changes represent substantial
modifications in the arrangements in place at the time of those companies’ IPOs
that are clearly and easily distinguishable from the extension of conversion rights
offered by Ideation’s proposed amendment.

    •

    The re-registration of Ideation’s common stock in connection with the proposal
may potentially create a misunderstanding of the process to be followed by
Ideation’s common stockholders to vote for or against the business combination and
elect their conversion rights.

* * * * *

     In connection with responding to the Staff’s comments, we acknowledge (1) should the
Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing, (2) the action
of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing, and (3) the Company may not assert staff comments and the
declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

     We look forward to hearing from you regarding this interim response. If you have any
questions, please call me at (305) 982-5581.

    Sincerely,

    /s/ Michael Francis

    Michael Francis

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          September 18, 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.
  Amendment No. 2 to Registra tion Statement on Form S-4
  File No. 333-158336
  Filed September 10, 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.

Robert N. Fried
ID Arizona Corp.
September 18, 2009 Page 2  General

1. We note that you have added a new propos al to your registration statement
and proxy to approve an amendment to your amended and restated certificate of incorporation to provide conversion rights to a stockholder upon the approval of a business combination, re gardless of whether the stockholder
votes for or against the business comb ination.  This proposal represents a
fundamental change in the rights of your common stockholders such that the
decision as to whether to approve th is new proposal is a new investment
decision with respect to your common stock.  Please amend your registration
statement to register the offering of all shares of your common stock to reflect
the new investment decision for your comm on stockholders as a result of this
proposal.
 The Charter Amendment Proposal, page 83

2. Clarify why allowing a stockholder who elects  to convert to vote either yes or
no for the business combination is likely  to increase the likelihood that the
business combination will be approved.  We note that this amendment will effectively remove the 30% limit on converting stockholders.

3. Because the number of stockholders who elect to convert could dramatically
exceed 30%, discuss the potential nega tive effect on the liquidity of the
company’s stock following the business combination.  Discuss the likelihood
that the company might have very few public stockholders following the
business combination, and the ability of remaining stockholders to buy and
sell the company’s stock in the marketplace following the business combination.
 Ideation’s Reasons for the Business Combin ation and Recommendation of the Ideation
Board of Directors, page 107

4. We note that management assumed a 30%  conversion of Ideation stockholders
in calculating the price earnings rati o of 6.7x.  In light of your proposed
charter amendment and its effect of significantly increasing the potential
conversion percentage, discuss whether management considered revising its
price earnings ratio.  It would appear that the co nversion percentage could
reflect all public st ockholders converting.

Robert N. Fried
ID Arizona Corp.
September 18, 2009 Page 3  Acquisitions, Page F-51

5. We note in your response to comment ni ne that, for the numerators used in
your investment tests, you applied the best estimate of th e probable purchase
prices based on facts known to the Comp any as of the respective acquisition
dates for acquisitions with contingent consideration.  When determining the
significance of an acquisi tion under the investment test, you should include
any contingent consideration that represents additional purchase price as part of the total investment in the acquir ee unless the likelihood of its payment is
remote.  Your assessment of the likelihood of paying the contingent
consideration should reflect all inform ation known to management as of the
date of filing your Amended Form S-4.  With respect to each individual
acquisition consummated by the Company th at has an element of contingent
consideration, please provide us a revised test of significance  and explain, in
detail, your conclusions rega rding the amount of conti ngent consideration that
may possibly be paid.  Include in your explanation the amount of consideration that you have concluded to  be reasonably possible of being paid
and the amount that you have conclude d has a remote likelihood of being
paid, and explain why.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated
authority, declare the filing eff ective, it does not foreclose the
Commission from taking any action with respect to the filing;

Robert N. Fried
ID Arizona Corp. September 18, 2009 Page 4

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
company from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the fe deral securities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Kenya Gumb s, Staff Accountant, at (202) 551-3373, or Robert
Littlepage, Accountant Branch Chief, at ( 202) 551-3361, if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Scott Hodgdon,
Attorney-Adviser, at (202) 551-3273, or me, at (202) 551-3810, with any other questions.
       S i n c e r e l y ,          L a r r y  S p i r g e l        A s s i s t a n t  D i r e c t o r
cc: Teddy D. Klinghoffer, Esq. & Michael Francis, Esq.  Akerman Senterfitt  Via facsimile: (305) 374-5095

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          July 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.
  Amendment No. 1 to Registra tion Statement on Form S-4
  File No. 333-158336
  Filed July 15, 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 update the financial informati on included in your filing for both
SearchMedia and Ideation in accordance w ith the requirements of Rule 8-02 of
Regulation S-X.
 Unaudited Pro Forma Combined Financial Statements, page 62

2.   Please tell us why you have not included pro forma adjustments giving effect to
SearchMedia’s recent significant acquisitions.

Robert N. Fried
ID Arizona Corp.
July 27, 2009 Page 2  Background of the Business Combination, page 91

 3. We note your response to prior comment 24 from our letter dated April 27, 2009.  Even though you believe that the letter would not serve any useful purpose to us or provide any material or  meaningful information, we would like to review the
letter of intent as part of our review process.  Please supplementally provide us
with a copy of the letter of intent.

4. We note your response to prior comment 25 from our letter dated April 27, 2009.
Please provide additional information on how the revised financial projections
differed from the December 2008 projections  and supplementally provide us with
the December 2008 projections and underlying assumptions.
 Legal Matters, page 225

 5. We note your response to prior comment 55 from our letter dated April 27, 2009.  In your response, you indicat e that you have filed a ll opinions of counsel
referenced in the Legal Matters section.  We note that a form of opinion from
Akerman Senterfitt has been filed as Exhibit 8.1.  Please file the legal opinion
from Arizona counsel as noted on your exhibit index.  In addition, you have not
yet filed, nor does your exhi bit index reference, an opinion from Jun He Law
Offices referenced in the Legal Matters se ction.  Please file all such exhibits as
soon as practicable and incl ude them and the applicable  consents in your exhibit
index.  We may have additional comments upon review of these exhibits.

Notes to Consolidated Financial Statements, page F-24

1. Principal activities, organization and basis of  presentation, page F-24

(b) Organization and basis of presentation, page F-24

6.   We note your response to prior comment  57 from our letter dated April 27, 2009.
Please confirm, if true, that at the tim e of the August 2007 repurchase of shares
from the legal owner of Conghui there wa s no contemplation of the dissolution of
the company’s arrangement with the le gal owner of Conghui in October 2007.

7.   You state that part of the Series B sh are placement proceeds were designated for
repurchase of shares from Conghui’s legal owner and that the consideration paid per share was based on a good faith and arms length negotiation between the
Series B investors and Conghui’s legal owner.  Please clar ify whether this
arrangement required the consent of the owners of Dale and/or Sige, who it
appears were the majority shareholders of the company at that time.  Also please explain why the company, if applicable, and the Series B investors agreed to this
designation, and how it benefite d the company and/or the Se ries B investors.  In

Robert N. Fried
ID Arizona Corp.
July 27, 2009 Page 3
that regard, it is unclear why the allocati on of proceeds from the sale of the Series
B shares would be of concern to the Series  B investors unless it affected the value
of the consideration they were required to pay.  Please advise us in detail.
 8. We note your response to prior comment 59 from our letter dated April 27, 2009.  Please disclose the amounts of cash dividends paid to the registrant for each of the
last three fiscal years, or since inception, by consolidated subsidiaries,
unconsolidated subsidiaries and 50 percen t or less owned persons accounted for
by the equity method.  Refer to Ru le 12-04(b) of Regulation S-X.
 3. Acquisitions, page F-34

 9. We note your response to prior comment 60 from our letter dated April 27, 2009.  Please tell us what financial statemen ts the company used to measure the
significance of SearchMedia’s recent acqui sitions and how they determined the
appropriate periods used for comparison.  Include re ference to authoritative
literature used as guidance.  Also conf irm for us, if true, that none of the
businesses acquired by SearchMedia dur ing 2008 met the significance conditions
in Rule 8-04(b) of Regulation S-X by 40% or more.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated
authority, declare the filing eff ective, it does not foreclose the
Commission from taking any action with respect to the filing;

Robert N. Fried
ID Arizona Corp. July 27, 2009 Page 4
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
company from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Kenya Gumb s, Staff Accountant, at (202) 551-3373, or Robert
Littlepage, Accountant Branch Chief, at ( 202) 551-3361, if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Scott Hodgdon,
Attorney-Adviser, at (202) 551-3273, or me, at (202) 551-3257, with any other questions.
       S i n c e r e l y ,          /s/ Celeste M. Murphy       L e g a l  B r a n c h  C h i e f
cc: Teddy D. Klinghoffer, Esq. & Michael Francis, Esq.  Akerman Senterfitt  Via facsimile: (305) 374-5095

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