SecProbe.io

May 25, 2005

Via US Mail and Facsimile

Ms. 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 your April 14, 2005 response letter and have the following comments.
Where expanded or revised disclosure is reque sted, 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.  We  also ask you to provide us with supplemental
information so we may better understand your disclosu re.  Please be as detailed as necessary in
your explanation.  We look forward to worki ng with you in these respects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * *
1. Refer to our previous comments 4 and 5.  We understand from your response that the
negotiations did not contemplate any issuance of shares for the employment of Mr. Crouch;
however, this appears to contra dict your disclosure in Note  7 of your Form 10-KSB that
states that you entered into two separate agreements, an Asset Purchase Agreement whereby you issued 2,640,000 shares of common stock to  Matthew and Laurie Crouch and an
Employment Agreement with Matthew Cr ouch whereby you issued 6,160,000 shares of
common stock to Matthew Crouch.   Please clarify your response in light of the disclosure in
Note 7.  Your response should include the copi es of the related acquisition and employment
agreements and a description of  their location as filed on EDGAR .  If these agreements have
not been filed please do so as they constitute material agreements.  We may have further
comments upon review of your response.

* * * * * * * * * * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us

Ms. Marilyn  Beaubien
Gener8xion Entertainm ent, Inc.
May 4, 2005
Page 2

with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides 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 fo r the accuracy and adequ acy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

 You may contact Amy Geddes at 202- 551-3304 or Margery Reich at 202-551-
3347 if you have questions regarding comments on th e financial statements and related matters.
Please contact me at 202-551-3816 with any other questions.

        S i n c e r e l y ,

        J o s e p h  F o t i
        Senior Assistant Chief Accountant