SecProbe.io

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Mail Stop 4561
								July 29, 2005
Steve Austin
Chief Executive Officer
TAG Entertainment Corp.
9916 South Santa Monica Boulevard, 1st Floor
Beverly Hills, CA  90212

	Re:    	TAG Entertainment Corp.
		Registration Statement on Form SB-2
		Filed July 14, 2005
		File No. 333-126584

Dear Mr. Austin:

      We have limited our review of the above-referenced Form S-3
registration statement to the incorporation by reference section
and
have the following comment.  Where indicated, we think you should
revise your document 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.  After reviewing this information,
we
may or may not raise additional comments.

      Please 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 filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Incorporation of Certain Document by Reference
1. We note that you have incorporated by reference your Form 10-K
and
other periodic reports filed under the Exchange Act of 1934 and
have
forward incorporated reports filed subsequent to the date of the
prospectus.  Please be advised that Rule 411(a) of Regulation C
provides that unless specifically provided for in the instructions
to
the form or by the rule, incorporation by reference is not
permitted.
None of the items of Form SB-2 expressly permits incorporation by
reference though paragraphs (b) and (c) of Rule 411 always permit
incorporation into the non-prospectus portions of the filing and
as
exhibits.  Please revise to remove this section from the
prospectus.

 	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 Rule 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.  Any questions should be directed to Maryse Mills-Apenteng
at
(202) 551-3457 or, in her absence, the undersigned at (202)-551-
3462.
If you still require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551-3730.

								Sincerely,

      			Mark P. Shuman
      			Branch Chief - Legal

cc:  	Via facsimile:  212-557-0295
	Edwin C. Opoku, Jr., Esq.
      Goldstein & DiGioia LLP
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Steve Austin
TAG Entertainment Corp.
July 29, 2005
Page 1

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