SecProbe.io

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						April 7, 2005

Via US Mail and Facsimile

Marilyn Beaubien
Gener8xion Entertainment, Inc.
3400 W. Cahuenga Blvd.
Hollywood, CA 90068

Re:	Gener8xion Entertainment, Inc.
	Form 10-KSB for the year ended October 31, 2004
	Commission File Number:  000-15382

Dear Ms. Beaubien:

We have reviewed the above referenced filing and have the
following
comments.  We have limited our review to the financial statements
and
related disclosures included within these documents.  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 filings.

Where expanded or revised disclosure is requested, you may comply
with these comments in future filings.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  In some of our comments, we may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.

We look forward to working with you in these respects and welcome
any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Item 6. Management`s Discussion and Analysis or Plan of Operations

Results of Operations for the Year Ended October 31, 2004 as
Compared
to the Year Ended October 31, 2003, page 6

1. We note your disclosure within MD&A on page 6 that certain
officers, employees, and consultants agreed not to receive
compensation during the quarter ended January 31, 2003, that from
April 2003 though January 2004 a portion of compensation was paid
while the remainder was accrued, and that since February 2004, you
have discontinued paying or accruing regular compensation to the
aforementioned individuals and are instead paying for services
rendered only as such services are provided.  Supplementally tell
us
if any of the individuals are significant shareholders, and if so,
the marketvalue of the forfeited salary and how you have accounted
for that value.  Refer to SAB topic 5T.

Critical Accounting Policies and Use of Estimates and New
Accounting
Pronouncements, page 8

2. We note the cross-reference to Note 2 to your audited financial
statements intended to satisfy the requirement for the discussion
of
critical accounting policies and new accounting pronouncements.
These discussions are meant to supplement, not duplicate the
disclosures presented in the financial statements and to provide
greater insight into the quality and variability of information
regarding financial condition and operating performance.   As
such,
please revise your disclosure to comply with Part V of FR 76..
Please provide a copy of your intended disclosure in your
response.

Financial Statements

Consolidated Balance Sheet, page 11

3. Supplementally explain to us the facts and circumstances
surrounding the $9,500 advance from affiliates.  Include in your
response the interest rate charged and the likelihood you will
repay
this amount.

Consolidated Statement of Cash Flows, page 14

4. We note that the net change in related party borrowings since
inception and as a result of cash transactions, appears to be
approximately $93,300.  Supplementally reconcile this figure with
the
balances presented on your balance sheet as of October 31, 2004.

Note 2 - Summary of Significant Accounting Policies

Earnings Per Share, page 16

5. We assyme that your reference to "common stock equivalents"
actually refers to potential common stock.  If true,
supplementally
explain to us why you believe you have no potential common stock
outstanding.  Specifically, it appears that you have 1,090,000 and
90,000 options that would qualify as common stock equivalents for
fiscal 2003 and 2004, respectively.  Although there is no
difference
in basic and diluted earnings per share for the fiscal years
presented due to antidilution in net loss years, you must disclose
the number of shares excluded from the calculation that could be
antidilutive in future years.  Refer to paragraph 40 (c) of SFAS
128.

Note 3 - Acquisition, page 17

6. We note from your disclosure on page 17 that you purchased 100%
of
the outstanding common stock of Luso American Securities in fiscal
2003 for $50,000.  Supplementally explain to us whether you or
Luso
are the original party to the Cinema City joint venture discussed.
Also, please explain to us why you expensed the amount of the
purchase price greater than the fair value of the assets acquired
as
opposed to following the guidance set forth in SFAS 141. Cite your
basis in GAAP for this accounting treatment.

7. As a related matter, please supplementally identify the
"principal
shareholder" and quantify his interest in your company at the time
the acquisition occurred.

Note 4 - Rental and Other Equipment, page 17

8. We note from the discussion of your business that you currently
lease lighting equipment under a five year lease, and that you
have
determined the useful life of this equipment to be seven years.
Supplementally explain to us how you determined the useful life;
include in your response how you considered the possibility of a
lease extension, how you determined residual value, and how you
considered the sell-back provisions of the leasing arrangement.
We
may have further comment on your response.

Note 5 - Related Party Transactions, page 17

9. From your disclosure in Note 5, the source of funds for the
payoff
of the loan balance and accrued interest is unclear.  We note your
disclosure in Item 12 on page 23 that clarifies the source of
funds
for this payoff.  Please revise your financial statement
disclosure
to clearly state that the source of funds for the payoff of the
$50,000 loan plus accrued interest was the $110,250 profit
realized
on the prohibited sale of stock.  Include in this discussion the
total amount of principal and interest repaid.

Note 5 - Related Party Transactions, page 17

10. We note that you have been occupying space at a director`s
residence at no charge since March 2004.  Supplementally explain
to
us how you have accounted for the market value of this space, and
whether the Director is a significant shareholder.  We may have
further comment on your response.

Note 6 - Shareholders` Equity, page 18

11. Supplementally explain to us the facts and circumstances
surrounding the prohibited sale of your common stock as disclosed
on
page 8.  We may have further comment on your response.

12. We note that you have incurred approximately $47,700 in stock
option expense for fiscal 2003 ($31,500) and 2002 ($16,208) per
your
Consolidated Statement of Stockholders` Equity and your
Consolidated
Statement of Cash Flows.  This amortization appears to relate to
the
1,000,000 options granted in 2003 which expired unexercised as you
state the fair value has been charged to general and
administrative
expense.    Please supplementally provide to us and revise your
disclosure to indicate why these options were issued, how they
were
valued, and how the amortization period was chosen.  Ensure you
include all disclosures required by paragraphs 45-48 of SFAS 123.
Also, please provide similar information for the 90,000 options
issued in fiscal 2003.

Note 7 - Subsequent Events, page 18

13. We note that you have issued approximately 2.64 million and
6.16
million shares of common stock to Matthew and Laurie Crouch in
connection with the November 18, 2004 Assets Purchase Agreement
and
to Matthew Crouch in connection with an employment agreement,
respectively.  Supplementally explain to us how your treatment of
the
asset acquisition is in accordance with GAAP.  Also,
supplementally
explain to us how you have accounted for the shares issued in
connection with the employment agreement.

Form 10-Q for Quarterly Period Ended January 31, 2005

Financial Statements

Note 1 - Significant Accounting Policies

14. Supplementally and in future filings, please tell us more
about
the production services you performed during the quarter.
Describe
the services.  Who did you perform them for?  What was the
specific
production upon which you worked?  Have you received payment of
the
receivable to date and, if not, when do you expect payment to
occur?
Did the opportunity to perform these production services arise
through your relationship with Matthew and Laurie Crouch or
through
your prior business relationships and activities?  Please advise.

15. Refer to Rule 11-01 (d) of Regulation S-X.  Please
supplementally
explain why your acquisition should be considered an acquisition
of
assets rather than the acquisition of a business under this
guidance.
In your response, please specifically address the individual
components identified in the rule.  In addition, please describe
the
assets in greater detail.  That is, describe the nature and terms
of
the distribution rights acquired.  How did the sellers obtain
these
rights initially?  That is, did they participate in the
development
of these projects and, if so, how?  What was the status of each
project at the acquisition date?  For the completed project,
describe
any actual distribution that has occurred to date, any commitments
you have in place with distributors or any efforts underway to
achieve distribution in the future.  For the proposed animation
project, describe the efforts undertaken to date to complete the
project.  What do you need in terms of time, staff, financing and
other resources in order to complete it?  Please make your
response
detailed and specific.

16. Were the asset purchase and employment agreements each
conditioned upon execution of the other?  If you would have
entered
into either one of these agreements on a standalone basis, please
explain why.  In addition, it appears that you have surrendered
control of the company in consideration for these agreements.  If
true, supplementally explain the business reasons for this
decision.
How did you arrive at the value of each agreement?  Please advise.

* * * * * * * * * * * * * * * * * * * * * * *

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.  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 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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.
You
may contact Amy Geddes at 202-942-2885 or Margery Reich at 202-
942-
1839 if you have questions or me at 202-942-1850 with any concerns
as
I supervised the review of your filing.

								Sincerely,

								David R. Humphrey
								Branch Chief
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Gener8xion Entertainment, Inc.
April 7, 2005
Page 1

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