SecProbe.io

January 20, 2026
David Gandini
Chief Executive Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle
Suite 1400
Greenwood Village, CO 80111
Re:SOBR Safe, Inc.
Registration Statement on Form S-1
Filed January 13, 2026
File No. 333-292709
Dear David Gandini:
            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 Kristin Baldwin at 202-551-7172 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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 sobr_corresp.htm 6400 Fiddlers Green Circle, Suite 1400 Greenwood Village, Colorado 80111 Phone: 1-844-SOBRSAFE (762-7723) www.sobersafe.com Via Edgar January 20, 2026 Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: SOBR Safe, Inc. Registration Statement on Form S-1 Filed April 18, 2023 File No. 333-292709 Acceleration Request Dear Sir or Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended, SOBR Safe, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-292709) (the “Registration Statement”) be declared effective at 4:30 p.m. ET on January 21, 2026. The Company hereby authorizes Victoria Bantz, Clark Hill PLC, counsel for the Company, to make such request on the Company’s behalf and to verbally modify or withdraw this request for acceleration. The Company hereby acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (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 disclosure in the Registration Statement; and (iii) the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement 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 the effectiveness of the Registration Statement by telephone to Victoria Bantz of Clark Hill PLC at 303-943-9279 or via email at vbantz@clarkhill.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Victoria Bantz via email. Sincerely, SOBR Safe, Inc. By: /s/ Christopher Whitaker Christopher Whitaker, CFO

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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 1400

 Greenwood Village, Colorado 80111

 September 20, 2024

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   SOBR Safe, Inc.

   Registration Statement on Form S-1

   File No. 333-281773

 Ladies and Gentlemen:

 In accordance with Rule 461 of the Securities Act of 1933, as amended, SOBR Safe, Inc. hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Tuesday, September 24, 2024, or as soon thereafter as possible.

 * * * *

 Very Truly Yours,

     Sincerely,

 SOBR Safe, Inc.

   /s/ David Gandini

   David Gandini

   Chief Executive Officer

September 16, 2024
Christopher Whitaker
Chief Financial Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle, Suite 1400
Greenwood Village, Colorado 80111
Re:SOBR Safe, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed April 1, 2024
File No. 001-41396
Dear Christopher Whitaker:
            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 Manufacturing

August 5, 2024
Christopher Whitaker
Chief Financial Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle, Suite 1400
Greenwood Village, Colorado 80111
Re:SOBR Safe, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed April 1, 2024
File No. 001-41396
Dear Christopher Whitaker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 9A - Controls and Procedures
(b) Management's Annual Report on Internal Control Over Financial Reporting, page 32
1.We note management conducted an assessment of the effectiveness of your internal
control over financial reporting as of December 31, 2023.  Please amend your filing to
provide their conclusion on the effectiveness of your internal controls over financial
reporting pursuant to Item 308(a)(3) of Regulation S-K.  In this regard, management
states that it “has identified no material weaknesses” but does not explicitly state whether
internal controls over financial reporting are effective or not effective.

            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.

August 5, 2024
Page 2
            Please contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
April 19, 2023
David Gandini
Chief Executive Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle, Suite 1400
Greenwood Village, Colorado 80111
Re:SOBR Safe, Inc.
Registration Statement on Form S-1
Filed April 13, 2023
File No. 333-271247
Dear David Gandini:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Joseph Lucosky

CORRESP
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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 1400

 Greenwood Village, Colorado 80111

 April 19, 2023

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

   Registration Statement on Form S-1

   File No. 333-271247

 Request for Acceleration

 Ladies and Gentlemen:

 In accordance with Rule 461 of the Securities Act of 1933, as amended, SOBR Safe, Inc. hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5 p.m. Eastern Time on Friday, April 21, 2023, or as soon thereafter as possible.

 * * * *

 Very Truly Yours,

     Sincerely,

 SOBR Safe, Inc.

   /s/ David Gandini

   David Gandini

   Chief Executive Officer

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sobr_corresp.htm

 SOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 1400

 Greenwood Village, Colorado 80111

 November 8, 2022

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Alex King

   Re:

   SOBR Safe, Inc.

   Registration Statement on Form S-1

   File No. 333-267882

 Ladies and Gentlemen:

 In accordance with Rule 461 of the Securities Act of 1933, as amended, SOBR Safe, Inc. hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 3:30 p.m. Eastern Time on Thursday, November 10, 2022, or as soon thereafter as possible.

 * * * *

 Very Truly Yours,

    Sincerely,

 SOBR Safe, Inc.

   /s/ David Gandini

   David Gandini

   Chief Executive Office

United States securities and exchange commission logo
October 21, 2022
David Gandini
Chief Executive Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle, Suite 1400
Greenwood Village, CO 80111
Re:SOBR Safe, Inc.
Registration Statement on Form S-1
Filed October 14, 2022
File No. 333-267882
Dear David Gandini:
            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 Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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sobr_corresp.htm

 SOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 1400

 Greenwood Village, Colorado 80111

 October 4, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C.  20549

 Attn:  Gregory Herbers

   Re:

   SOBR Safe, Inc.

 Registration Statement on Form S-1

 File No. 333-267466

 Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), SOBR Safe, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-267466) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, Eastern time, on Wednesday, October 5, 2022, or as soon as thereafter as is practicable.

 In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) 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 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.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

        Sincerely,

 SOBR Safe, Inc.

      /s/ David Gandini

   By:

  David Gandini

     Its:  Chief Executive Officer

CORRESP
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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 1400

 Greenwood Village, Colorado 80111

 September 23, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

 Registration Statement on Form S-1

 File No. 333-267466

 Withdrawal of Request for Acceleration

 Dear Mr. Herbers:

 Reference is hereby made to our letter, filed as Correspondence via EDGAR on September 22, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 4:00 PM, Eastern time, on Monday, September 26, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date for the Registration Statement.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

      Sincerely,

   SOBR Safe, Inc.

    By:  /s/ David Gandini

  David Gandini

     Its:   Chief Executive Officer

United States securities and exchange commission logo
September 22, 2022
David Gandini
Chief Executive Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle, Suite 1400
Greenwood Village, Colorado 80111
Re:SOBR Safe, Inc.
Registration Statement on Form S-1
Filed September 16, 2022
File No. 333-267466
Dear Mr. Gandini:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Craig Butler

CORRESP
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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 1400

 Greenwood Village, Colorado 80111

 September 22, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C.  20549

 Attn:  Gregory Herbers

             Re:      SOBR Safe, Inc.

                         Registration Statement on Form S-1

                         File No. 333-267466

                         Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), SOBR Safe, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-267466) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, Eastern time, on Monday, September 26, 2022, or as soon as thereafter as is practicable.

 In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) 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 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.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

   Sincerely,

 SOBR Safe, Inc.

 /s/ David Gandini

 By: David Gandini

 Its: Chief Executive Officer

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sobr_corresp.htmAegis Capital Corp.

 810 7th Avenue #18

 New York, NY 10019

 May 12, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

 Registration Statement on Form S-1

 File No. 333-262665

 Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the underwriters of the proposed public offering of SOBR Safe, Inc. (the “Company”) hereby join the Company’s request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 PM, Eastern time, on Thursday, May 12, 2022, or as soon as thereafter as is practicable.

 Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Please feel free to direct any questions or comments concerning this request to Griffin Cassagne at Aegis Capital Corp. at (646) 502-2524.

         Sincerely,

 Aegis Capital Corp

    /s/ Griffin Cassagne

   By:

  Griffin Cassagne

CORRESP
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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 525

 Greenwood Village, Colorado 80111

 May 12, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

 Registration Statement on Form S-1

 File No. 333-262665

 Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), SOBR Safe, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 PM, Eastern time, on Thursday, May 12, 2022, or as soon as thereafter as is practicable.

 In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) 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 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.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

       Sincerely,

 SOBR Safe, Inc.

      /s/ David Gandini

   By:

  David Gandini

     Its:  Chief Executive Officer

CORRESP
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sobr_corresp.htm

 SOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 525

 Greenwood Village, Colorado 80111

 May 10, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C.  20549

 Attn:  Gregory Herbers

             Re:      SOBR Safe, Inc.

                         Registration Statement on Form S-1

                         File No. 333-262665

                         Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), SOBR Safe, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, Eastern time, on Wednesday, May 11, 2022, or as soon as thereafter as is practicable.

 In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) 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 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.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

        Sincerely,

 SOBR Safe, Inc.

      /s/ David Gandini

  By:  David Gandini

        Its:  Chief Executive Officer

CORRESP
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sobr_corresp.htm

 Aegis Capital Corp.

 810 7th Avenue #18

 New York, NY 10019

 May 10, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C.  20549

 Attn:  Gregory Herbers

             Re:      SOBR Safe, Inc.

                         Registration Statement on Form S-1

                         File No. 333-262665

                         Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the underwriters of the proposed public offering of SOBR Safe, Inc. (the “Company”) hereby join the Company’s request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, Eastern time, on Wednesday, May 11, 2022, or as soon as thereafter as is practicable.

 Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Please feel free to direct any questions or comments concerning this request to Griffin Cassagne at Aegis Capital Corp. at (646) 502-2524.

        Sincerely,

 Aegis Capital Corp

      /s/ Griffin Cassagne

  By:  Griffin Cassagne

CORRESP
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sobr_corresp.htm

 SOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 525

 Greenwood Village, Colorado 80111

 April 28, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C.  20549

 Attn:  Gregory Herbers

             Re:      SOBR Safe, Inc.

                         Registration Statement on Form S-1

                         File No. 333-262665

                         Withdrawal of Request for Acceleration

 Dear Mr. Herbers:

 Reference is hereby made to our letter, filed as Correspondence via EDGAR on April 26, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 5:00 PM, Eastern time, on Wednesday, April 27, 2022 (which was subsequently moved to 5:00 PM Eastern Time on Thursday, April 28, 2022), in accordance with Rule 461 under the Securities Act of 1933, as amended.  We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date for the Registration Statement.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

   Sincerely,

 SOBR Safe, Inc.

 /s/ David Gandini

 By: David Gandini

 Its: Chief Executive Officer

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sobr_corresp.htm

 Alexander Capital L.P.

 17 State Street, 5th Floor

 New York, NY 10004

 April 28, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C.  20549

 Attn:  Gregory Herbers

             Re:      SOBR Safe, Inc.

                         Registration Statement on Form S-1

                         File No. 333-262665

                         Withdrawal of Request for Acceleration

 Dear Mr. Herbers:

 Reference is made to our letter, filed as correspondence via EDGAR on April 26, 2022, in which we requested the acceleration of the effective date of the above referenced Registration Statement. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

 Please feel free to direct any questions or comments concerning this request to Jonathan Gazdak at Alexander Capital L.P. at (646) 787-8898.

   Sincerely,

 Alexander Capital L.P.

 /s/ Jonathan Gazdak

 By: Jonathan Gazdak

 Title: Managing Director

CORRESP
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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 525

 Greenwood Village, Colorado 80111

 April 26, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

   Registration Statement on Form S-1

   File No. 333-262665

   Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), SOBR Safe, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 PM, Eastern time, on Wednesday, April 27, 2022, or as soon as thereafter as is practicable.

 In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) 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 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.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

   Sincerely,

      SOBR Safe, Inc.

       /s/ David Gandini

   By:

   David Gandini

     Its:   Chief Executive Officer

CORRESP
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sobr_corresp.htmAlexander Capital L.P.

 17 State Street, 5th Floor

 New York, NY 10004

 April 26, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

   Registration Statement on Form S-1

   File No. 333-262665

   Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the underwriters of the proposed public offering of SOBR Safe, Inc. (the “Company”) hereby join the Company’s request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 PM, Eastern time, on Wednesday, April 27, 2022, or as soon as thereafter as is practicable.

 Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Please feel free to direct any questions or comments concerning this request to Jonathan Gazdak at Alexander Capital L.P. at (646) 787-8898.

   Sincerely,

      Alexander Capital L.P.

       /s/ Jonathan Gazdak

   By:

   Jonathan Gazdak

     Its:   Managing Director

CORRESP
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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 525

 Greenwood Village, Colorado 80111

 April 19, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

 Registration Statement on Form S-1

 File No. 333-262665

 Withdrawal of Request for Acceleration

 Dear Mr. Herbers:

 Reference is hereby made to our letter, filed as Correspondence via EDGAR on April 18, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 5:00 PM, Eastern time, on Wednesday, April 20, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date for the Registration Statement.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

   Sincerely,

      SOBR Safe, Inc.

     /s/ David Gandini

   By: David Gandini

      Its: Chief Executive Officer

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sobr_corresp.htmSOBR Safe, Inc.

 6400 S. Fiddlers Green Circle, Suite 525

 Greenwood Village, Colorado 80111

 April 18, 2022

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Gregory Herbers

   Re:

   SOBR Safe, Inc.

 Registration Statement on Form S-1

 File No. 333-262665

 Request for Acceleration

 Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), SOBR Safe, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262665) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 PM, Eastern time, on Wednesday, April 20, 2022, or as soon as thereafter as is practicable.

 In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) 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 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.

 Please feel free to direct any questions or comments concerning this request to Craig V. Butler, Esq. at the Law Offices of Craig V. Butler at (949) 484-5667.

         Sincerely,

 SOBR Safe, Inc.

      /s/ David Gandini

  By:  David Gandini

        Its:  Chief Executive Officer

United States securities and exchange commission logo
February 18, 2022
David Gandini
Chief Executive Officer
SOBR Safe, Inc.
6400 S. Fiddlers Green Circle, Suite 525
Greenwood Village, Colorado 80111
Re:SOBR Safe, Inc.
Registration Statement on Form S-1
Filed February 11, 2022
File No. 333-262665
Dear Mr. Gandini:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Craig Butler

November  14, 201 4

 Via E -mail
 Charles Bennington
 President
 Transbiotec, Inc.
 400 N. Tustin Ave, Suite 225
 Santa Ana, CA 92705

Re: Transbiotec , Inc.
 Item 4.01 Form 8 -K
Filed  April 15 , 2014
File No. 000 -53316

Dear Mr. Bennington :

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 persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Kuhn

 Patrick Kuhn
Staff Accountant

CORRESP
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LAW OFFICES OF CRAIG V. BUTLER

9900 Research Drive
Irvine, California 92618

Telephone No. (949) 484-5667 • Facsimile No. (949) 209-2545

www.craigbutlerlaw.com
cbutler@craigbutlerlaw.com

October 3, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Lyn Shenk, Branch Chief

Re:

TransBiotec, Inc.

Item 4.01 Form 8-K

Filed April 15, 2014

File No. 000-53316

Dear Ms. Shenk:

We herein provide the following responses to your comment letter dated June 27, 2014, regarding the above-mentioned Current Report on Form 8-K (the “Original Filing”) for TransBiotec, Inc. (the “Company”). I have summarized your comments in bold followed by the Company’s response.

General

1.

We note that you have requested that Ronald R. Chadwick, P.C. furnish you with a letter stating whether they agreed with the statements made in this Form 8-K. Item 3-04 of Regulation S-K requires this letter to be filed with the Commission within ten days after the filing of the report. Please amend your Form 8-K to include the required letter from your former auditor.

The Company has contacted Ronald R. Chadwick, P.C. on several occasions to request that it supply the required letter. However, Ronald R. Chadwick, P.C. is refusing to furnish the required letter until it is paid all amounts it alleges are due to it from the Company. At this time the Company is not in a financial position to pay Ronald R. Chadwick, P.C. the amounts it claims are owed, and, as a result, has not been able to obtain the required letter. Notably, Ronald R. Chadwick, P.C. has not claimed that it cannot or will not supply the required letter and has not made any statements to the Company to indicate that it in any way disagrees with the Company’s disclosure in the Form 8-K. The Company will continue to attempt to obtain the letter from Ronald R. Chadwick, P.C. but at this time does not believe it will get the letter until Ronald R. Chadwick is paid in full. Once the Company obtains the letter it will file an amended Form 8-K/A and include the required letter.

LAW OFFICES OF CRAIG V. BUTLER

Lyn Shenk, Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

October 3, 2014

Page 2

Company’s Statements

·

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.

Please do not hesitate to contact me if you have any questions. Thank you for your time and attention to this matter.

Sincerely,

/s/ Craig V. Butler

Craig V. Butler, Esq.

 LAW OFFICES OF CRAIG V. BUTLER

Lyn Shenk, Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

October 3, 2014

Page 3

[TransBiotec, Inc. Letterhead]

October 3, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Lyn Shenk, Branch Chief

Re:

TransBiotec, Inc.

Item 4.01 Form 8-K

Filed April 15, 2014

File No. 000-53316

Dear Ms. Shenk:

TransBiotec, Inc. (the “Company”) hereby affirms and agrees with the following statements related to the comment response for the above-mentioned filing filed with the Commission on October 3, 2014:

Company’s Statements

·

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.

Please do not hesitate to contact me if you have any questions. Thank you for your time and attention to this matter.

Sincerely,

/s/ Charles Bennington

Charles Bennington

President

September  25, 2014

Via E -mail
Charles Bennington
President
Transbiotec, Inc.
400 N. Tustin Ave, Suite 225
Santa Ana, CA 92705

 RE:  Transbiotec, Inc.
   Item 4.01 Form 8 -K
   Filed April 15 , 201 4
   File No. 000 -53316

Dear Mr. Bennington :

 We issued comments to you on the above captioned filing on June 27, 2014 .  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  October  6, 2014 .

 If you do not respond , we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of this matter .  Among other things, we may decide to release publicly, through the
agency’s EDGAR system, all correspondence, including this letter, relating to the review of this
matter , consistent with the staff’s decision to release publicly comment  letters and response
letters relating to matters  it has reviewed.  You can find more information about the staff’s
decision to release filing correspondence at
http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ,
http://www.sec.gov/news/press/2004 -89.htm  and http://www.sec.gov /news/press/2005 -72.htm .

Please contact Patrick Kuhn  at (202) 551-3308 with any questions.  You may also contact
me at (202) 551-3380.

 Sincerely,

        /s/ Lyn Shenk

 Lyn Shenk
 Branch Chief

June 27, 201 4

Via E -mail
Charles Bennington
President
Transbiotec,  Inc.
194 Marina Drive, Suite 202
Long Beach, CA 90803

Re: Transbiotec, Inc.
  Item 4.01 Form 8 -K
  Filed March  15, 2014
  File No. 000 -53316

Dear Mr. Bennington :

We have reviewed  your filing and have the following comment.  W e think you should
amend  your filing  in response to this comment .  If you disagree, we will consider your
explanation as to why a n amendment  is unnecessary.  Please be as detailed as necessary in your
explanat ion.

 Please understand that the purpose of our review 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.
1. We note that you have requested that Ronald R. Chadwick, P.C. furnish you with a letter
stating whether they agreed with the statements made in this Form 8 -K.  Item 3 -04 of
Regulation S -K requires this letter to be filed with the Commission within ten da ys after
the filing of the report.  Please amend your Form 8 -K to include the required letter from
your former auditor.

Please amend your filing and respond to this comment within five business days or tell us
when you will respond.  Please furnish a cov er letter with your amendment that keys your
response s to our comment s and provides any requested information.  Please understand that we
may have additional comments after reviewing your amendment and response s to our comment s.

  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 information required under the Securities
Exchange Act of 1934 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.

Charles Bennington
Transbiotec, Inc.
June 27 , 2014
Page 2

  In connection with responding to o ur comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do n ot 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.

 Any questions should be directed to the undersigned at (202) 551 -3308.

        Sincerely,

        /s/ Patrick Kuhn

        Patrick Kuhn
        Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          March 15, 2010   Gregory A. Bloom President, Chief Executive Officer and Chief Financial Officer Imagine Media, Ltd. 1155 Sherman Street, Suite 307 Denver, CO  80203
Re: Imagine Media, Ltd.
Form 10-K for the fiscal year ended December 31, 2008
  Filed April 15, 2009
  File No. 000-53316

Dear Mr. Bloom:
We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,
Julie F. Rizzo
        A t t o r n e y - A d v i s o r

CORRESP
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CLIFFORD L

IMAGINE MEDIA, LTD.

1155 Sherman Street # 307

Denver, CO  80203

March 9, 2010

VIA EDGAR

Julie F. Rizzo

Michelle Lacko

Attorney-Advisor

United States Securities and Exchange Commission

100 F Street, N.E. – Mail Stop 3561

Washington, DC  20549

  Re:

 Imagine Media, Ltd.

    Form 10-K for Fiscal Year Ended December 31, 2008

Filed April 15, 2009

    File No.  000-53316

Dear Ms. Rizzo and Ms. Lacko:

        To expedite your review, please accept the following in response to the comments of the Commission dated March 1, 2010:

Comment 1:

 We note your comment regarding Compensation Discussion and Analysis and confirm that in future filings we will revise the Compensation Discussion and Analysis section so that it provides an accurate discussion of the actual compensation awarded to the named executive officer(s).  To the extent compensation is determined through performance targets and benchmarking to peer companies, we confirm that we will disclose these performance targets and provide a list of the companies to which we benchmark.

Further, we have been authorized to acknowledge on behalf of the Company that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

·

staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to a 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.

        Please let me know if you have further comments or questions.

          Sincerely,

Imagine Media, Ltd.

___/s/ Gregory Bloom_______

Gregory Bloom, President

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          March 1, 2010   Gregory A. Bloom President, Chief Executive Officer and Chief Financial Officer Imagine Media, Ltd. 1155 Sherman Street, Suite 307 Denver, CO  80203
Re: Imagine Media, Ltd.
Form 10-K for the fiscal year ended December 31, 2008
  Filed April 15, 2009
  File No. 000-53316

Dear Mr. Bloom:
We have reviewed your responses to the comments in our letter dated September
16, 2009 and have the following additional comment. Unless otherwise indicated, we think you should revise your document in future filings in response to this comment.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Pleas e be as detailed as necessary  in your explanation.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Gregory A. Bloom
Imagine Media, Ltd.
March 1, 2010 Page 2

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

* * * * *
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact Michelle
Lacko at (202) 551-3240.  If you need further assistance , you may contact me at (202)
551-3574.

        R e g a r d s ,                        J u l i e  F .  R i z z o          A t t o r n e y - A d v i s o r

CORRESP
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CLIFFORD L

IMAGINE MEDIA, LTD.

1155 Sherman Street # 307

Denver, CO  80203

January 11, 2010

VIA EDGAR

Julie F. Rizzo

Michelle Lacko

Attorney-Advisor

United States Securities and Exchange Commission

100 F Street, N.E. – Mail Stop 3561

Washington, DC  20549

  Re:

 Imagine Media, Ltd.

    Form 10-K for Fiscal Year Ended December 31, 2008

Filed April 15, 2009

    File No.  000-53316

Dear Ms. Rizzo and Ms. Lacko:

        To expedite your review, please accept the following in response to the comments of the Commission dated September 16, 2009:

Comment 1:

 We note your comment regarding reference to the Private Securities Litigation Reform Act by an issuer of penny stock and will correct such disclosures in all future filings.

Comment 2:

 We note your comment regarding certain disclosures contained in the Form 10-K filing as appearing to have been retained unchanged from a prospectus and will correct such language or references in future filings.

Comment 3:

 We note your comment concerning our deficiency with respect to Item 9A Controls and Procedures.  This will confirm our intention to undertake the procedures and protocol required under SOX 404 and to thereafter amend our Form 10-K for the fiscal year ended December 31, 2008.  We hope to complete this within 30 days.

Comment 4:

 We note your comment regarding Compensation Discussion and Analysis and will revise the Summary Compensation Table information accordingly in future filings.

Comment 5:

 We note your comment concerning disclosure of stock awards in the Summary Compensation Table and will disclose accordingly in future filings.

Comment 6:

 We note your comment concerning disclosure of all information required by Item 404 of Regulation S-K and will revise accordingly in future filings.

Comment 7:

 We note your comment concerning independence standards and will disclose accordingly in future filings.

Comment 8:

 We will include the signature of our controller or principal accounting officer in future filings.

Further, we have been authorized to acknowledge on behalf of the Company that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

·

staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to a 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.

        Please let me know if you have further comments or questions.

          Sincerely,

Imagine Media, Ltd.

___/s/ Gregory Bloom____

Gregory Bloom, President

CLN:

cc:

client

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

DIVISION OF
CORPORATION FINANCE

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

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

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

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

 Forward Looking Statements, page 2

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

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

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

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

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

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

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

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

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

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