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April 14, 2005

Mr. David R. Humphrey
Branch Chief
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549-0305

RE: Gener8xion Entertainment, Inc.
    Form 10-KSB - year ended October 31, 2004
    Form 10-QSB - quarter ended January 31, 2005
    Comment Letter of April 7, 2005
    Commission File Number: 000-15382

Dear Mr. Humphrey:

The following is in response to the above referenced letter. The numbers relate
to the number of the comment in your letter.

1.   During the period when no compensation was paid or accrued the Company's
     operations were minimal and there was not significant requirement for the
     services of these individuals. Accordingly, the Company and the individuals
     concluded that no compensation was owed during this period. From April 2003
     through January 2004 the Company became active in their search for a merger
     or acquisition candidate and the need for the services of these individuals
     became significant and their compensation was accrued on the same basis as
     prior to October 2002. The Company's cash flow did not provide sufficient
     funds and the Company was able to pay only a portion of the compensation.
     In February 2004, the Company decided and the individuals agreed that
     because the need for services was intermittent they would be paid on a
     current basis as the services were provided.

2.   The Company believes that it has complied with the requirement for
     discussion of critical accounting policies, use of estimates and new
     accounting pronouncements. With respect to the critical accounting
     pronouncements we refer to the following excerpt from "Current Accounting
     and Disclosure Issues of the Division of Corporate Finance dated November
     30, 2004 ".

          To facilitate better disclosure in this area, on December 12, 2001 the
          Commission issued Financial Reporting Release No. 60, Cautionary
          Advice Regarding Disclosure about Critical Accounting Policies. The
          purpose of the release was to remind management, auditors, Audit
          committees, and their advisors that the selection and application of
          the registrants' Accounting policies must be appropriately reasoned.

     Since the Company had negligible operations through fiscal 2004, there were
     no alternative policies which would have affected the financial statements
     of the Company. With respect to the use of estimates, the Company disclosed
     in Note 2 to the financial statements that some estimation was inherent in
     the accounting and financial reporting process. However, since there were
     negligible assets and liabilities, there were no estimates (receivable
     reserves, inventory obsolescence, loss contingencies, etc.) which would
     materially affect the statements. With respect to new accounting
     pronouncements, there were none within the reporting period that affected
     the Company. By way of example, SFAS 149, 150, 151, 152, 153, and 123 (R)
     were not relevant as the Company did not participate in any activities or
     engage in transactions covered by these pronouncements.

3.   The amount ($ 9,500) consists of an old balance with CDM Interactive, Inc
     which will be paid when sufficient funds are available. The balance
     ($7,500) is an advance, without interest. It is currently being paid as
     funds are available. Interest would not be material and no provision
     therefor has been made.

4.   The statements of cash flow show cumulative net borrowings of approximately
     $93,000. Further the footnote to the statement discloses non-cash
     transaction of $50,000 for settlement of borrowings from affiliates. The
     balance of approximately $43,000 consists of approximately $35, 000 long
     term debt (including current portion), due to affiliates ($9,500); and a
     difference of approximately $1,500. We will attempt to reconcile the
     difference and adjust if necessary in future filing.

5.   The Company will make appropriate disclosure in future filings.

6.   Luso American Securities ("Luso") was the original partner in the joint
     venture. With respect to the recording of the acquisition, - paragraph 35
     of SFAS no. 141 states in part "an acquiring entity shall allocate the cost
     of an acquired entity based on their estimated fair values at date of
     acquisition. The assets of Luso consisted of cash and office equipment and
     a corporation for which there would have been costs of organization,
     estimated at $30,000, and the purchase price was allocated accordingly.
     Therefore since the $30,000 was for such costs the amount was charged to
     expense.

7.   At the time of the acquisition the principal shareholder (CDM Interactive,
     Inc.) owned approximately 39% of the Company's outstanding shares.

8.   The Company's officers and consultant have significant experience with such
     equipment, including leasing arrangements. The estimated useful life used
     was based on that experience and information from others in the industry.
     At the end of the five year lease term the book value of the equipment
     would be 2/7 of original cost. The likelihood of extending the lease,
     entering into a new lease or other use or disposition is not presently
     determinable.

9.   The information relating to the transaction is disclosed under Certain
     Relationships and Related Transactions and will be included in the
     footnotes to financial statements in future filings.

10.  The director in question is not a significant shareholder. A spare room in
     his house is occasionally used to meet for discussions. The use of the
     residence is not significant as to space or time use. At other times the
     individuals would meet at a restaurant, or contact each other via telephone
     or email. The Company's CFO generally used his personal computer at his
     home to prepare filings with the Securities and Exchange Commission and
     other things. He billed for these services as rendered.

11.  During fiscal 2003, CDM Interactive, Inc., a principal shareholder at that
     time, sold 750,000 shares of the Company's common stock for a total of
     $185,250. The required filings for the sale were made to the Securities and
     Exchange Commission. Within six months of the dates of sale, the
     shareholder received shares for retirement of debt. The Company became
     aware that this transaction was in violation of Section 16 (b) of the SEC
     Act of 1934 and that the shareholder would be required to and subsequently
     remitted the profit of $110,250 to the Company.

12.  In fiscal 2003, the Company issued options for the purchase of 1,000,000
     shares to an individual who was consulting on the Company's involvement in
     the Cinema City joint venture. The fair value of the options is recognized
     as expense, in accordance with APB 25 over the vesting period on a
     straight-line basis. Of the remaining 90,000 options, 50,000 were issued to
     a consultant and are being amortized in the same manner. The other 40,000
     options were issued to directors; the pro forma effect on earnings is not
     material.

13.  The Company accounted for the acquisition film rights and employment
     agreement consistent with the guidelines set forth in Staff Accounting
     bulletin No. 68 (Topic 5), which states in part

          "The Staff believes that transfers of no monetary assets to a company
          by its promoters or shareholders in exchange for stock prior to or at
          the time of the company's initial public offering normally should be
          recorded at the transferor's historical cost basis determined under
          generally accepted accounting principles."

Although an initial public offering is not planned, this accounting practice has
been generally followed by public companies having significant transactions with
major shareholders. After the exchange transaction, Mr. & Mrs. Crouch owned
approximately 58% of the Company's stock. They did not have any cost, as
determined by generally accepted accounting principles, for the film rights that
were conveyed. With respect to the employment agreement, a potion of the
consideration was identified as shares issued for entering into the agreement,
structured primarily for tax and other purposes. In accounting for the
transaction the Company followed its economic substance, i.e. they exchanged
shares for film rights. Further, even if SAB 68 were not to apply, the Company's
common stock is so thinly traded that a block of

shares of this size could not be practicably determined. The fair value of the
film rights also would not be determinable, so the transaction under either
alternative would be recorded as an exchange of shares for which no dollar
amount is recorded.

14.  The services performed consisted of distribution and production services
     for Miracle Venture, a joint venture in which Mr. Crouch has a minority
     interest. At this time the full amount of the invoice has been paid. The
     opportunity to perform these services arose through Mr. Crouch.

15.  The acquisition consisted solely of having Mr. Crouch become the Chief
     Executive Officer of the Company and contributing the distribution rights
     to a feature film, "One Night with the King" and the script to a proposed
     animated film project, "Prodigal Son". The Company did not continue the
     business previously conducted by Mr. Crouch. The Company is renting a small
     portion of a building occupied by Mr. & Mrs. Crouch: the stage and other
     facilities in the building are not used by the Company. The Company has not
     succeeded to any employee base, two individuals who previously worked with
     Mr. Crouch has joined our staff. None of the other factors i.e. (iii)
     through (viii) apply in this transaction. The distribution rights are
     world-wide in perpetuity. The Company owns the script to the animated
     project which is in development. Mr. Crouch acquired the distribution
     rights at no cost from the financier of the film. Principal photography of
     "One Night with the King" was completed and a short version of the
     animation project was completed at the date of acquisition. No distribution
     of the film has occurred nor have any commitments for future distribution
     been made to date. There has been no determination to date of the staff,
     time, financing or other resources required to complete the projects.

16.  The Company would not have entered into the asset purchase and employment
     agreement separately - see 13.above. Prior to the transaction involved, the
     Company was a development stage company and believed that the agreement
     with Mr. & Mrs. Crouch afforded an opportunity to bring to the Company an
     individual, together with rights to film projects. The Company had spent
     several years seeking business combinations and believed that this
     association, especially because it was in an industry well known to the
     Company's principals, was beneficial. The number of shares to be issued in
     the transaction was reached by negotiation between the Company and Mr. &
     Mrs. Crouch, taking into consideration the expected effect of Mr. Crouch
     and the film rights on the continuing business of the Company.

The Company understands that it 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 Company 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.

Very truly yours,

Marilyn Beaubien
Chief Financial Officer