SecProbe.io

CORRESP
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JUNE 7, 2005

Mr. Joseph Forti
Senior Assistant Chief Accountant Securities and Exchange
Commission 450 Fifth Street, N.W.
Washington, DC 20549-0305

Re: Gener8xion Entertainment, Inc.
    Letter of May 25, 2005
    Commission File Number: 000-15382

Dear Mr. Forti:

The following is in response to the comment in your above referenced letter.

The negotiations with Mr. Crouch were for the distribution and other rights
which the Company would obtain in exchange for the total number of shares to be
issued. Upon completion of the negotiations it was agreed that 8,800,000 shares
would be issued. The separate agreements disclosed in Note 7 of our referenced
Form 10-KSB was to meet the request of Mr. Crouch and were not part of the
negotiation process. The above disclosure deals with matter of the form of the
agreements, but does not alter the intent of the parties as discussed in the
first sentence.

Included herein are copies of the applicable agreements and their location as
filed on EDGAR. Please note that these agreements were filed on November 23,
2004 with the 8K as exhibits.

We understand that the Company is responsible for the adequacy and accuracy of
the disclosure 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 federal securities laws of the United States.

Very truly yours,

Marilyn Beaubien
Chief Financial Officer

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                            ASSET PURCHASE AGREEMENT

                                  by and among

                             CDMI PRODUCTIONS, INC.
                             a New York corporation

                                       and

                        MATTHEW CROUCH and LAURIE CROUCH

                          Dated as of November 18, 2004

=========================================================================

                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT is entered into effective as of November
18, 2004 (the "Effective Date") by and among CDMI PRODUCTIONS, INC., a New York
corporation ("CDMP"), and MATTHEW CROUCH, a resident of the state of California
("M. Crouch"), and LAURIE CROUCH a resident of the state of California ("L.
Crouch") (M. Crouch and L. Crouch each a "Seller" and together, the "Sellers").

                                    RECITALS

         WHEREAS, the Sellers are engaged in the business of developing,
marketing, and distributing movies and related products.

         WHEREAS, Pursuant to the terms and conditions of this Agreement, the
Sellers wish to sell to CDMP, and CDMP desires to purchase from the Sellers
certain assets related to the movie industry.

                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

1. SALE OF ASSETS; RELATED TRANSACTIONS.

         1.1 PURCHASE AND SALE. Subject to the terms and conditions contained
herein, CDMP agrees to buy and the Sellers agree to sell those certain tangible
and intangible assets, contracts, rights, and properties, including without
limitation related Intellectual Property Rights (as defined below), all as more
particularly described in Exhibit A to this Agreement (collectively, the
"Assets").

         1.2 ASSIGNMENT OF CONTRACTS. Other than as set forth in Exhibit B to
this Agreement, to the best of each of the Sellers' knowledge, there are no
contracts directly related to the Assets (collectively, the "Contracts"). The
Sellers agree to assign all of their rights in such Contracts, if any, to CDMP.
The Sellers shall give all such assistance to CDMP as CDMP reasonably requests
to enable CDMP to enjoy the benefit of such Contracts. If consents to the
transfer or assignment of such Contracts from third parties are required or in
CDMP's reasonable opinion desirable and such consents have not already been
obtained, the Sellers will use their best efforts to obtain such consents prior
to the Closing Date.

         1.3 COMPLETE TRANSFER. Sellers expressly agree that the sale of the
Assets under this Agreement constitutes a complete transfer of all of their
rights, title and interest with respect to the Assets and that the Sellers
reserve no rights to market or otherwise transfer the Assets.

                1.3.1 NO ASSUMPTION OF LIABILITIES. This Agreement does not
transfer, CDMP does not assume, and CDMP expressly disclaims any and all
liabilities, costs, debts, claims and obligations of the Sellers relating to the
Assets or otherwise. CDMP shall have no obligation with respect to any
obligations of the Sellers arising prior to the Closing Date.

2. PAYMENT.

        2.1 PURCHASE PRICE. The aggregate purchase price for the Assets shall be
2,640,000 shares of CDMP common stock (the "Purchase Price") and shall be issued
and delivered by CDMP to

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the Sellers (and between the Sellers as communicated to CDMP prior to the
Closing) upon the successful completion of the closing as set forth in Section
3.1.

        2.2 TAXES. The Sellers shall be responsible for any and all sales or
other transaction taxes, duties and other similar charges, if any, payable in
connection with the sale of the Assets or the transactions and payments
contemplated hereby.

3. CLOSING.

        3.1 CLOSING. On the Closing Date, (a) CDMP shall deliver to the Sellers
stock certificates representing 2,640,000 shares of CDMP common stock in the
name of the Sellers (and in such amounts between the Sellers as communicated to
CDMP prior to the Closing) (the "Shares"), and (b) the Sellers shall deliver the
following to CDMP: (i) a bill of sale relating to the Assets in a form
reasonably acceptable to CDMP; (ii) a duly executed assignment of the Contracts
in a form reasonably acceptable to CDMP; and (iii) a duly executed assignment of
the Intellectual Property Rights (as defined in Section 4.3.1) included in the
Assets in a form reasonably acceptable to CDMP.

        3.2 TRANSFER OF ASSETS. On the Closing Date, the Sellers shall deliver
to CDMP at CDMP's premises, or at such other place as the parties to this
Agreement may mutually agree, the Assets (including without limitation, all
film, scripts, and any and all other documentation and information necessary for
developing and exploiting the Assets, which shall be transferred on CD-ROM). The
delivery of the Shares in exchange for the Assets on the Closing Date shall be
the "Closing".

4. REPRESENTATIONS AND WARRANTIES OF Sellers.

        Except as disclosed or excepted in the Sellers' Schedule of Exceptions
(the "Sellers Schedule"), which shall state the specific subsection of this
Section 4 to which each disclosure or exception is made, the Sellers represent
and warrant to CDMP as set forth in this Section 4.

        4.1    TITLE TO ASSETS; INTELLECTUAL PROPERTY.

                4.1.1 GOOD TITLE. The Sellers have good and marketable title in
and to all of the Assets including any patents, patent applications, service
marks, trade names, trademarks, trademark applications, copyrights, copyright
applications, trade secrets, know-how, data or other proprietary or intellectual
property rights included in the Assets (collectively, "Intellectual Property
Rights") and such are not subject to any mortgage, pledge, lien, lease, claim,
encumbrance, charge, security interest, royalty obligations or other interest or
claim of any kind or nature whatsoever. There are no material agreements or
arrangements between the Sellers and any third party which are reasonably likely
to have a material effect upon the Sellers' title to and other rights respecting
the Assets. The Sellers have the sole right to bring actions for infringement of
any Intellectual Property Rights included in the Assets.

                4.1.2 PROTECTION OF OWNERSHIP INTEREST. The Sellers have taken
and will take all reasonable security measures to protect the secrecy,
confidentiality and value of all Intellectual Property Rights transferred in
accordance with this Agreement. The Sellers have not taken any action or, to
their knowledge, failed to take an action that directly or indirectly has caused
the proprietary information contained in the Assets to enter the public domain
or in any way affected its value or the Sellers' absolute and unconditional
ownership thereof. No source code or object code of any

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Intellectual Property Rights is subject to escrow and such source code has not
been disclosed to any third party.

                4.1.3 NO LIMITATIONS ON ASSETS. With respect to the transfer of
rights in and to the Assets under this Agreement, except as to the Contracts
assigned to CDMP under Section 1.2, CDMP shall be subject to no limitations,
obligations or restrictions with regard to the sale, license, distribution or
other transfer or exploitation of the Assets, whether in the form transferred to
CDMP or after modification, development, editing or revisions. All rights to any
tangible or intangible property material (including, but not limited to, all
Intellectual Property Rights in the Assets) to the Assets and used in the
Sellers' business as presently conducted or currently planned by the Sellers, or
as conducted by any predecessor entity or prior owner of any portion of the
Assets, have been validly transferred to the Sellers free of any adverse claims
by any such predecessor entity, or any partner, limited partner, security holder
or creditor of any such predecessor entity, and no such property rights remain
in any such entity. The Sellers are under no obligation to pay any other party
any royalties or other fixed or contingent amounts based upon the sale, license,
distribution or other use or exploitation of the Assets.

                4.1.4 NO VIOLATION OF THIRD PARTY RIGHTS. To Sellers' knowledge,
the use of the Assets and the Intellectual Property Rights in the Assets in the
conduct of Sellers' business have not and do not infringe or conflict with the
rights of others under any Intellectual Property Rights in any jurisdiction in
the world.

                4.1.5 NO INDEMNITY OBLIGATIONS. The Sellers have not agreed
to indemnify any third party for or against any infringement of any Intellectual
Property Rights.

         4.2 CONFLICTING AGREEMENTS. Neither the execution nor delivery by the
Sellers of this Agreement nor compliance by the Sellers with the terms and
provisions hereof will (a) conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in any
violation of, any award of any arbitrator or any other agreement, any
regulation, law, judgment, order or the like to which the Sellers are subject or
any Contract, or (b) result in the creation of any lien upon all or any of the
Assets. The Sellers are not a party to, or otherwise subject to any provision
contained in, any instrument evidencing indebtedness, any agreement relating
thereto or any other contract or agreement which restricts or otherwise limits
the transfer of the Assets.

        4.3 LITIGATION. No action, suit, proceeding or investigation is pending
or threatened against the Sellers: (a) which questions the validity of this
Agreement or the right of the Sellers to enter into this Agreement or seeks to
prevent any of the transactions contemplated under this Agreement, (b) which is
reasonably likely to have a material adverse effect on the Assets, (c) which
challenges the ownership or use, in any respect, of the Assets, or (d) which
challenges the rights of the Sellers under or the validity of any of the
Intellectual Property Rights. There is no judgment, decree, injunction, rule or
order of any court, governmental department, commission agency, instrumentality
or arbitrator or other similar ruling outstanding against the Sellers relating
to the Assets or this transaction. No action, suit, proceeding or investigation
is pending or threatened by the Sellers against any third party relating to the
Assets.

        4.4 GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. The Sellers are not in
violation of any laws, material governmental orders, rules or regulations,
whether federal, state or local, to which the Sellers or the Assets are subject
except for any such violations which are not reasonably likely to have a
material adverse effect on the Assets. The Sellers have prior to the Closing
Date delivered to CDMP a true and correct list of all licenses, franchises,
permits and other

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governmental authorizations held by the Sellers that are material in connection
with the Sellers' business related to the ownership and use of the Assets.

        4.5 BULK SALES LAWS. The Bulk Sales laws of no state are applicable to
the sale and transfer of the Assets.

        4.6 MATERIAL CONTRACTS, COMMITMENTS, AND PRODUCT WARRANTIES. The Sellers
have supplied CDMP with true and correct copies of all of the Contracts. Except
for terminated agreements, each of the Contracts is valid, binding and in full
force and effect in all material respects and enforceable by the Sellers, in
accordance with its terms. The Sellers are not in default under any of the
Contracts. No party to a Contract has terminated or overtly threatened
termination of any contractual arrangement with the Sellers directly related to
the Assets.

        4.7 MANUFACTURING AND TECHNOLOGY RIGHTS. The Sellers have not granted
rights to publish, produce, assemble, license or sell the Intellectual Property
Rights to any other person and are not bound by any agreement which affects the
Sellers' exclusive right to publish, produce, assemble, license, distribute or
sell the Intellectual Property Rights.

        4.8 TAXES. There are no tax liens against the Assets, and to the
Sellers' knowledge, there is no basis for any such lien.

        4.9 BROKERAGE. There are no claims for brokerage commissions, finders'
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on behalf of the
Sellers.

        4.10 FULL DISCLOSURE. This Agreement, the Exhibits and Schedules hereto,
and all other documents delivered by the Sellers to CDMP or their attorneys or
agents in connection herewith or therewith or with the transactions contemplated
hereby or thereby, when taken as a whole, do not contain any untrue statement of
a material fact nor, to the Sellers' knowledge, omit to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.

5. REPRESENTATIONS AND WARRANTIES OF CDMP.

                Except as disclosed or excepted in CDMP's Schedule of Exceptions
(the "CDMP Schedule"), which shall state the specific subsection of this Section
4 to which each disclosure or exception is made, CDMP represents and warrants to
the Sellers as set forth in this Section 5.

        5.1 ORGANIZATION AND STANDING. CDMP is a corporation duly organized,
validly existing and in good standing under the laws of New York. CDMP has the
requisite corporate power and authority to carry on its business as it is now
being conducted and is duly qualified or licensed to do business, and is in good
standing, in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary.

        5.2 POWER; AUTHORIZATION. CDMP has all requisite legal power and
authority to enter into and perform this Agreement in accordance with its terms.
The execution and delivery of this Agreement and the transactions contemplated
hereby have been validly and duly authorized by all necessar