SecProbe.io

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Mail Stop 3561

								July 8, 2005

Mr. Theodore Botts
Chief Executive Officer and President
Stereo Vision Entertainment, Inc.
15452 Cabrieto Rd., Suite 204
Van Nuys, CA  91406

		RE:	Supplemental Response Filed May 11, 2005
			Form 10-KSB for Fiscal Year Ended June 30, 2004
			Forms 10-QSB Fiscal Quarters Ended September 30,
2004,
			December 31, 2004 and March 31, 2005
			File No. 0-28553

Dear Mr. Botts:

	We have reviewed your response to our April 14, 2005 comment
letter and have the following comments.  As indicated below, where
we
ask for supplemental information from you please provide this
information in writing. Where we ask for revisions to be made,
please
amend your filings as requested.  Please be as detailed as
necessary
in your responses to these comments.

	We welcome any questions you may have about our comments or
on
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 For Fiscal Year Ended June 30, 2004

Item 6. Management`s Discussion and Analysis or Plan of Operations

Liquidity and Capital Resources

1. We reviewed the revisions you propose to make in response to
comment 1 in our letter dated April 14, 2005.  Please revise your
proposed disclosure to specifically address your ability or
inability
to generate sufficient cash to support your operations for at
least
the twelve months following the date of the financial statements.
This discussion should be updated as necessary on a quarterly
basis.
Refer to Section 607.02 of the Codification of Financial Reporting
Releases.

Item 8A. Controls and Procedures

2. In your proposed revised disclosure, you state that your
management evaluated the effectiveness of your disclosure controls
and procedures, as defined in Exchange Act Rule 13a-15(e).
However,
your principal executive and financial officers only concluded
that
your disclosure controls and procedures were effective in "timely
alerting them to material information relating to the Company
required to be included in the Company`s periodic filings under
the
Exchange Act."  Please also state, if true, whether the same
officers
concluded the controls and procedures were effective in "ensuring
that information required to be disclosed by an issuer in the
reports
that it files or submits under the Act is accumulated and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure."  See Exchange Act Rule 13a-15(e).

3. As previously requested, please revise your disclosure
regarding
changes to internal controls over financial reporting to identify
"any changes," not just "significant" changes that occurred during
the most recent fiscal quarter that have materially affected, or
are
reasonably likely to materially affect, your internal controls
over
financial reporting.  Refer to Item 308(c) of Regulation S-B.

Financial Statements, page F-1

Note 7. Common Stock Transactions, page F-22

4. We have reviewed your response to comment 4 in our letter dated
April 14, 2005.  Please look over your proposed revised disclosure
and further revise it to ensure that every issuance and
cancellation
of stock reflected in your Statement of Stockholders` Equity is
fully
explained and that the amounts discussed in the note agree with
the
amounts presented in the statement.  For example, you disclose
that
you issued 4,000 (100,000 pre-split) shares of common stock valued
at
$2.00 per share to Mr. Herky Williams on February 14, 2000;
however,
it appears per your Statement of Stockholders` Equity that you
have
only recorded $100,000 of common stock and additional paid in
capital
in connection with this issuance rather than $200,000.   In
addition,
the 4,000 shares issued on April 17, 2000 have not been explained
in
the proposed revision to Note 7.  Nor have you explained the
issuance
of 48,000 shares in connection with the merger with Kestrel
(reflected in your Statement of Stockholders` Equity as a debit of
$112,066).

      Also, as previously requested, for each issuance of stock
for
services, please disclose the specific nature of the services
received.  For each issuance involving non-cash consideration,
please
revise to disclose how you valued the stock issued in each
transaction.  Please explain to us why multiple stock issuances on
the same date would be valued significantly differently.  Please
be
advised that stock issued for services and assets should be
reflected
in the financial statements at the fair value of the stock issued
or
the fair value of the assets or services received whichever is
more
readily determinable.  In the absence of an active market for the
stock issued, the fair values of the assets or services received
may
be more readily determinable.  Please note that you may combine
your
discussion of separate issuances of equity securities during the
same
fiscal year only if they were issued for the same type of
consideration and for the same amount per equity unit.  Please
refer
to SFAS No. 7, paragraph 11 and footnote 9.

5. We reviewed your response regarding share cancellations of
shares
issued in prior periods.  It appears that you recorded expense
associated with these share issuances in the prior periods prior
to
the provision of the services for which the shares were issued.
If
the services had not been provided at that time, it appears that
the
amounts associated with the share issuances should have been
recorded
as prepaid expenses.  The subsequent cancellation of the shares
for
non-performance of the related services would result in the
prepaid,
common stock and additional paid in capital accounts being
adjusted
for the cancelled shares based on the amounts originally recorded,
with no resulting impact on your statements of operations.  If
these
amounts are material, you should revise your financial statements
accordingly.  In any event, you should disclose the amounts
originally recorded for the shares being cancelled and clearly
explain the transactions.

Certifications of the Principal Executive and Principal Financial
Officers, Exhibits 31.1 and 31.2

6. We reviewed your proposed revised certification.  Please note
that
you must provide the certifications of both your Principal
Executive
and Principal Financial Officers.  If Mr. Botts holds both of
these
positions at the time the amendments of your periodic reports are
filed, he may provide one certification (for each filing) provided
he
provides both titles under his signature.  The certification may
be
stated in the singular if only one officer holds both positions,
however, otherwise the wording used should be the exact wording
specified in Item 601(b)(31) of Regulation S-B.  For example,
where
you have changed the wording to use the company name in paragraphs
other than paragraph 1., you should revise to use the words "the
small business issuer" and where you have changed the wording in
paragraph 4.d., you should revise to use the exact wording
specified.
We also note you added the word "quarterly" to a number of
paragraphs
where such wording is not prescribed.  Please revise.

Forms 10-QSB for Fiscal Quarters Ended September 30, 2004,
December
31, 2004 and March 31, 2005

7. Please amend the Forms 10-QSB to comply with the comments on
the
Form 10-KSB, as applicable.

**********************************

	Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that provides the requested supplemental
information.  If you disagree with any of our comments, please
tell
us why in your response.  Please key your responses to the
comments
in our letter.  Detailed letters greatly facilitate our review.
Please file your response letter on EDGAR as a correspondence
file.
Please understand that we may have additional comments after
reviewing your response to our comments.

	If you have any questions regarding these comments, please
direct them to Sondra Snyder at (202) 551-3332 or, in her absence,
to
Robyn Manuel at (202) 551-3823 or the undersigned at (202) 551-
3843.
Any other questions regarding disclosure issues may be directed to
H.
Christopher Owings at (202) 551-3725.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

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Mr. Theodore Botts
Stereo Vision Entertainment, Inc.
July 8, 2005
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