SecProbe.io

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Mail Stop 3-5

      May 11, 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 April 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.

Management`s Discussion and Analysis, page 15

Liquidity and Capital Resources, page 18
1. We note your response to our prior comment 6. We note in your
disclosure on page 18 that you focus on return on investment when
evaluating your financial condition and operating performance.
However, we do not see a discussion in your response regarding how
you evaluate your return on investment of projects to be taken on
and
how this affects your management of your financial condition on an
on-going basis. Please revise your disclosure to discuss how you
evaluate your liquidity needs and financial condition on an on-
going
basis, and how the return on investment metric assists you in this
evaluation.

FMLY Summary of Film Project History, page 24
2. We note your response to our prior comment 9. Included in your
response is the last sentence, "To date, FMLY has not received any
profit participation for "Narc" or "The Badge". However, this is
not
included in the revised Form SB-2 filing. Please revise your
filing
to include this statement.

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) 551-3303, or Margery
Reich at (202) 551-3347 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Johanna
Vega Losert at (202) 551-3325 or me at (202) 551-3750 with any
other
questions.

      				Sincerely,

      				Max A. Webb
							Assistant Director

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George Furla
Family Room Entertainment Corporation
May 11, 2005
Page 3

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