SecProbe.io

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Mail Stop 3-5

      March 16, 2005

By U.S. Mail and Facsimile 949-851-9262

George Furla
Chief Executive Officer
Family Room Entertainment Corporation
8530 Wilshire Blvd, Suite 420
Beverly Hills, CA  90211

Re:	Family Room Entertainment Corporation
	Form SB-2 filed February 28, 2005, as amended
	File No. 333-121628

Dear Mr. Furla:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
documents
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 detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      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 and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

General
1. Consideration should be given, on an ongoing basis, to the
updating requirements of Item 310 (g) of Regulation S-B.
2. An updated accountant`s report should be included with any
amendment to the filing.

Prospectus Summary, page 5
3. You state that your Emmet/Furla Films Production Corporation
subsidiary primarily develops and provides production related
services for high budget motion pictures (in excess of $20
million).
If feasible, please revise to quantify what portion of the $20
million budget you would typically receive as a fee for your
services.

Management`s Discussion and Analysis or Plan of Operation, page 15

Critical Accounting Policies and Estimates, page 15
4. Refer to your discussion of revenue recognition, Item 1.  You
state that producer fees are generally received at the start of
the
actual film production.  We assume that they are deferred and
recognized as services are performed.  Please revise your footnote
to
clarify this fact or advise.
5. Refer to your discussion of film costs.  Here, and in your
accounting policies footnote, you refer to exploitation and
participation costs.  Exploitation costs should be accounted for
in
accordance with paragraph 49 of SOP 00-2.  Participation costs and
their related accruals are subject to specific guidance under that
SOP, as well.  Please revise your disclosures to clarify your
method
of accounting for these costs, as applicable, and to distinguish
them
from your discussion of film costs and/or other production costs.

Liquidity and Capital Resources, page 18
6. We note your response to our prior comment 14.  Regarding the
discussion of important matters on which you focus in evaluating
financial condition and operating performance, please also discuss
the way in which you evaluate working capital needs and your plans
for obtaining future financing as projects are taken on by the
company.  We note that you focus on return on investment in
evaluating financial condition and operating performance.  If so,
you
should also expand your disclosure regarding return on investment
measurement for projects.  For example, how is ROI evaluated on an
on-going basis project by project as well as the thresholds used
to
determine whether a project meets your return criteria, etc.

Our Business, page 22
7. We note that you derive your revenues from a limited number of
customers.  Please disclose here the names of the two customers as
noted in Note 12 of the notes to financial statements and the
percentage of revenues you receive from each.  You should discuss
the
extent to which you are dependent on one or a few major customers.
See Item 101(a)(6) of Regulation S-B.  Please add a risk factor
about
the risk of your dependence on few customers.

FMLY Summary of Film Project History, page 24
8. We note the revisions you have made to your summary.  To
facilitate our understanding of the industry and of your business
activities, please tell us more about a representative sample of
these arrangements.  For example, with regard to such pictures as
"Speedway Junky" and "Held for Ransom" we note that you
"subsequently" acquired ownership percentages from other parties.
When, in the lives of these pictures, did these acquisitions
occur,
why did the original owners sell and what did you pay to acquire
these rights?  How much in royalties had each of the former owners
earned and what have you earned in royalties to date on each
arrangement?  In this regard, we note your use of the phrase "if
any."  Describe how and when your portion of the royalties on each
film are measured and distributed.  Explain what you mean by a
"second cycle" of distribution.  Do you expect to incur any costs
in
connection with these negotiation or distribution activities?  If
so,
please describe and quantify them.
9. With regard to such films as "The Badge" and "Narc," what do
you
mean when you refer to profit participation "if any."  When and
how
is your portion of the profit participation measured, allocated
and
received?  What amount of profit participation have you received
on
each of these films to date?
10. Given the apparent success of "Half Past Dead" at the box
office
(as described on page 36), please indicate your profit
participation
on this film to date.  Explain when and how it is computed.
11. When you have been compensated with a fee for production
services, please tell us what your services generally involve and
indicate the average range of fees that you normally receive in
connection with a project.  Describe whether or how your fees vary
when profit participation is also involved.
12. If variable fees are included in your estimates of ultimate
revenue (paragraph 39 of the SOP), please describe them, quantify
their impact and provide support for their inclusion.
13. You state in your accounting policies footnote (page F-22)
that
your revenue cycle is generally one to three years, with the
expectation that substantially all revenue will be recognized in
the
first two years of individual motion pictures.  If this applies to
the films in your summary, it appears that substantially all
revenue
has been recognized on the first ten films.  Please advise us
supplementally whether our understanding is correct.
Consideration
should also be given to providing appropriate disclosure of these
matters in connection with your summary.
14. We also note that you receive royalties from many pictures you
list.  Please revise your table to describe any licenses or
royalty
agreements, including duration, currently in force.  See Item
101(a)(7) of Regulation S-B.
15. We note your response to our prior comment no. 17.  Please
disclose the fees you receive for each of the listed projects.
For
example, explain what royalties, if any, you received to date;
disclose the fees you were compensated; and quantify the extent of
your profit participation.  You should limit the list to those
projects that you are able to tie to your current financial
statements.
16. In the chart, you should precisely describe the broad term
"production services" to clearly describe the specific aspect of
production services you performed for each picture you list.

Executive Compensation, page 38
17. Provide the footnote disclosure you note in the "other annual
compensation;" "securities underlying options;" and "all other
compensation" sections of your table.

Certain Relationships and Related Transactions, page 40
18. Please describe the sharing agreement and how it relates to
the
producer fees that Messrs. Emmet and Furla receive.  For example,
state whether there is a standard percentage of fees to which your
directors are entitled.  Please explain who determines what
percentage of the producer fees will be retained by the company.
19. You should consider naming the works for which Messrs. Emmet
and
Furla received producer fees.  Also, please disclose the nature
and
extent of the production services they provided in exchange for
the
producer fees they received.

Financial Statements

Unaudited Statements of Operations, page F-4
20. Supplementally provide us with a schedule of the significant
components of other income and expense for the comparative six
month
periods ended December 31.

Film Costs and Revenue - page F-27
21. We note your response to our prior comment 26.  Based on your
response, it appears that you have made the assessment that the
$82,500 is not collectible and your efforts have ceased.  It would
appear more appropriate to write these amounts off entirely rather
maintaining a reserve against current receivables.  If our
understanding is not correct, please advise us further.

Related Party Transactions - page F-36
22. We note your response to our prior comment 28.  While the
disclosures added that address these fees as operating costs to
the
company are sufficient, it is still not clear to the reader
whether
the fees paid to the officers of the company are also recorded as
revenues of the company as well.  From your response, it appears
that
there is a revenue sharing arrangement whereby the company earns a
portion of the producer`s fees and the remaining portion of the
fees
are earned by the officers.  However, it is our understanding that
the fees are earned by the company and then as part of a
contractual
relationship, the officers are paid a certain portion of total
producers fees earned by the company.  If this is correct, please
revise your disclosure accordingly.  If this is not correct,
please
supplementally describe to us the exact nature of the fees earned
by
the company and how the officers earn their portion of the fees
from
the company.

Closing

      As appropriate, please amend the registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 event 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 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 this action 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division 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 a confirmation 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 securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

   We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement.  Please allow adequate
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 advance of the requested effective
date.

      You may contact Robert Perdue at (202) 824-5536, or Margery
Reich at (202) 942-1839 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Johanna
Vega Losert at (202) 942-2931 or me with any other questions.

      				Sincerely,

      				Max A. Webb
							Assistant Director

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George Furla
Family Room Entertainment Corporation
March 16, 2005
Page 6

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