SecProbe.io

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<TYPE>LETTER
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Mail Stop 3561

								December 20, 2005

 BY U.S. Mail and Facsimile [ (954) 337 -  2919 ]

 Mr. George Gutierrez
   Chief Executive Officer
 ANGELCITI ENTERTAINMENT, INC.
 9000 Sheridan Street, Suite 7
 Pembroke Pines, Florida  33024

 	Re:	AngelCiti Entertainment, Inc.
Supplemental response letter filed November 17, 2005 regarding the
Form 10-KSB for Fiscal Year Ended December 31, 2004
 		File No. 0-30213

Dear Mr. Gutierrez:

	We have reviewed your supplemental response letter to us
filed
on November 17, 2005 in response to our letter of comment dated
November 2, 2005 and have the following comments that require
supplemental information or revision in disclosure.  Where
indicated,
we think you should revise your documents in response to these
comments in an amendment to the December 31, 2004 Annual Report on
Form 10-KSB and the March 31, 2005, June 30, 2005 and September
30,
2005 Quarterly Reports on Form 10-QSB.  Please confirm that such
comments will be complied with.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing the information, we may or may not
raise
additional comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 5 business days of the date of this letter.  The amendments
to
the Form 10-KSB and Forms 10-QSB should be filed within 10
business
days of the date of this letter.

	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 look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB (Fiscal Year Ended December 31, 2004)

Financial Statements

Statement of Changes in Stockholders` Equity, page 4
and
Note 10. Stockholders` Equity, page 17

1. We have reviewed your response to prior comment 5.  We note you
indicate the shares were not placed in escrow and may be traded by
the recipient and thus you considered them as meeting the criteria
of
being "issued" pursuant to SFAS 128, footnote 5(c) purposes.  We
note, however, from disclosure contained on page 46 of Exhibit
10.1
filed with the December 31, 2004 Form 10-KSB, that the 28,320,000
common shares securing the $300,000 loan are not entitled to
voting
rights or any dividends except only from and after a material
default
under the loan by the borrower, and that the lender, Lemco
Holdings,
Inc., carries the ongoing obligation to return the 28,320,000
common
shares to you upon repayment of the loan in full.  It is unclear
to
us how these shares are considered to be "issued" given the
restrictions as to voting, dividends, and transferability whereby
the
"Amendment to the Loan Agreement" states these shares are
collateral
for the loan and also must be returned to you.  We continue to
believe that your financial statements should be revised to
exclude
these shares as being treated as issued at December 31, 2004 and
March 31, 2005.

2. In addition, you imply that the consideration for the issuance
of
the collateral shares was the $300,000 drawdown of the loan
facility
in January 2005, and this arrangement was similar to a
subscription
receivable at December 31, 2004, and the potential fee for
obtaining
the loan was valued at $14.2 million.  However, as we believe the
common shares were not "issued" for accounting purposes, the $14.2
million amount is also not appropriate to recognize at December
31,
2004.  We do not view this transaction as the issuance of the
collateral shares for consideration as there is no substantial
evidence to indicate the shares were issued given that the
consideration (i.e., the loan amount) must be repaid.  Please
revise
your financial statements and disclosures accordingly.

3. Further, from disclosures in Note 10 to the June 30, 2005 Form
10-
QSB, we note the ultimate repayment of the loan drawdown was the
lender being able to keep 2,728,000 of these collateral shares,
and
that such shares were valued at $0.50 per share for a total
repayment
amount of $1.4 million, resulting in a loss on debt repayment of
$1.1
million.  Please revise your interim financial statements and
disclosures accordingly to delete the accounting treatment of the
28,320,000 shares as having been previously issued.  Further, we
have
reviewed your response to prior comment 6 and believe the
measurement
date is other than the December 7, 2004 issuance date of the
collateral shares, as 2,728,000 of these shares were, in fact,
issued
in April 2005 to settle the outstanding loan amount of $300,000
plus
accrued interest, and the remaining 25,600,000 collateral shares
were
returned and cancelled for no additional consideration.  Again, we
do
not believe there is supporting evidence to treat the issuance of
collateral shares in December 2004 as consideration for obtaining
the
loan, and as such, the measurement date of the 2,2728,000 shares
issued as a repayment should be based on the fair market value of
the
shares on the date of settlement in April 2005.  Please revise the
amount of loss to be recognized on the settlement of this loan, if
materially different than the amount already recorded.

Forms 10-QSB (Quarters Ended March 31, 2005, June 30, 2005 and
September 30, 2005)

4. Please amend your fiscal 2005 Forms 10-QSB as appropriate to
reflect the above comments issued on the December 31, 2004 Form
10-
KSB.  In these amendments, please ensure that you adjust your 2005
computations of net loss per share to reflect the corrected number
of
outstanding shares.

5. In addition, amend the disclosure in Item 3. Controls and
Procedures to specifically indicate if your Chief Executive
Officer
and Chief Financial Officer concluded whether or not your
disclosure
controls and procedures were effective or ineffective.

Closing

      You may contact Ms. Beverly A. Singleton at (202) 551-3328,
Staff Accountant, if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3211 with any other questions.

      Sincerely,

								David R. Humphrey
								Accounting Branch Chief

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George Gutierrez
AngelCiti Entertainment, Inc.
December 20, 2005
Page 3

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