SecProbe.io

CORRESP
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May 6, 2005

George F. Ohsiek, Jr.

Securities and Exchange Commission

Mail Stop 3-8

Washington D.C. 20549

Re:
Stereo Vision Entertainment

         Your Letter of April 14, 2005

Dear SEC:

The following proposed language or amended charts are offered for preliminary
review prior to the re-filing of the 10QSB's and 10KSB that would contain the respective
modifications.  They are keyed to the numbers of the April 14, 2005 letter.

1.
Liquidity and capital Resources/Form 10KSB

The following rewritten section would be provided in the 10KSB in the Item 6
sector concerning Management's Discussion and Analysis:

        PLAN OF OPERATIONS - The following discussion should be read in
conjunction with the Company's audited financial statements.

        SVEI intends to pursue opportunities in four product segments of the
entertainment industry:

                Direct to DVD 2-D and 3-D films

                Feature length 2-D and 3-D films for theatrical release

                Pilots for television series

                Music production

StereoVision intends to be the only company in Hollywood focused on developing a
library of films using 3-D technology. The company intends to develop four new scripts
for Direct-to-DVD movies each year and will concentrate on the most popular genres
including horror, visual thrillers, sci-fi CGI effect movies, comedies and family films.
The company also plans to develop its own record label out of Nashville, Tennessee and
will focus its initial efforts on the production and distribution of compilation albums.

As a development stage company, SVEI has minimal historical operations, no revenues
and negative cash flows.  In order to satisfy cash requirements for SVEI's production and
revenue goals, management must obtain working capital through either debt or equity
financing.

The entertainment industry is an intensely competitive one, where price, service,
location, and quality are critical factors. The Company has many established competitors,
ranging from similar local single unit operations to large multi-national operations. The
entertainment industry may be affected by changes in customer tastes, economic, and
demographic trends. Factors such as inflation, increased supplies costs and the
availability of suitable employees may adversely affect the entertainment industry in
general and the Company in particular.  In view of the Company's limited financial
resources and management availability, the Company will continue to be at a significant
competitive disadvantage vis-a-vis the Company's competitors.

RESULTS OF OPERATIONS - There were no revenues from sales for the two years
ended June 30, 2003 and 2004.  SVEI has sustained a net loss of approximately $2.9
million for the year ended June 30, 2004, which was largely attributable to consulting
expense from stock issuances to consultants.  From May 5, 1999, the Company was a
development stage company and had not begun principal operations. Accordingly,
comparisons with prior periods are not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

The Company has developed a detailed plan of operations to exploit the opportunities it
sees in the entertainment industry and to take advantage of the skills and experience of its
management team.  On a preliminary basis, the Company estimates that it will require
approximately $1,000,000 to operate the company over a period of 12 months as well as
to fund the completion of several scripts for feature length films and the production of
several compilation albums. In order to fund the actual production of a feature film, the
Company estimates it will require approximately an additional $3,000,000 which it will
obtain from a variety of sources including partner distributors, tax rebates for on site
production in certain jurisdictions as well as debt and equity sources. The Company may
attempt to arrange joint ventures with studios to facilitate the development of new
movies.

The aforementioned estimates of capital required are still preliminary in nature and are
subject to substantial and continuing revisions.  Although the Company has not yet
commenced any formal capital raising efforts, the Company expects that any capital that
it raises will be in the form of one or more debt or equity financings.  However, there can
be no assurances that the Company will be successful in raising any required  capital on a
timely basis and/or under acceptable  terms and conditions.  To the extent that the
Company does not raise sufficient capital to implement its plan of operations on a timely
basis, it will have to curtail, revise and/or delay its business plans.  The Company has
financed its operations to date from the sale of stock and loans from related parties.
During the year ended June 30, 2004, the Company received approximately $448,000
from the sale of common stock and $112,000 from related party loans. However, there
can be no assurances that additional loans will be forthcoming from officers, directors,
and shareholders.

2.
Controls and Procedures/Form 10KSB and Form 10QSB

        Item 3 of the 10QSB would be amended to read as follows:

        The Company's Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining disclosure controls and procedures for the
Company.

        (a)    Evaluation of Disclosure Controls and Procedures

        As of the end of the period covered by this report, the company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the company's President, of the effectiveness of the design and
operation of the company's disclosure controls and procedures pursuant to Rule 13a-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").  Based
upon the evaluation, the company's President concluded that, as of the end of the period,
the Company's disclosure controls and procedures were effective in timely alerting him
to material information relating to the Company required to be included in the reports
that the Company files and submits pursuant to the Exchange Act.

        (b)    Changes in Internal Controls

        Based on his evaluation as of December 31, 2004, there were no significant
changes in the Company's internal controls over financial reporting or in any other areas
that could significantly affect the Company's internal controls subsequent to the date of
his most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

3.
Statements of Operations/Financial Statements page F-4

        Response:    The amounts included in
"loss on investment" and "lawsuit
settlement" have been presented within operating losses on the report.  The amount for
"gain (loss) on trading investments" was the gain on disposal of  "available for sale
securities" that were acquired in the acquisition of Kestrel Equity Corporation on
December 3, 1999.  The report will be revised to show this as a "gain (loss) on available
for sale securities."  The Company is not in the business of trading securities, therefore
this should be included in "Other Income (Expense)". Footnote 6 will be expanded
to explain the $75,000 non-operating expense captioned "investment fee."

4.
Common Stock Transactions, page F-22/Form 10KSB

Note 7 of the Financial Statements will be updated to read as follows:

The Company was initially authorized to issue 100,000,000 common
shares with a par value of $0.001.

At inception, the company issued 61,200 (1,530,000 pre-split) shares of
common stock to its officers and directors for services performed and payments
made on the Company's behalf during its formation.  This transaction was valued
at approximately $0.003 per share or an aggregate approximate value of $5,000.
These shares were issued under Rule 4(2).

On December 2, 1999, the company issued 58,800 (1,470,000 pre-split)
shares of common stock in exchange for $350,000 investment in 3-D projects,
$255,000 licensing and distribution rights, $3,306,900 3-D film production and
exhibition equipment, and $100,000 patent pending.  On September 25, 2001 the
asset acquisition was rescinded.  The assets acquired were returned and the
common stock was returned to treasury.

In addition to the asset acquisition, on December 3, 1999, the company
entered into an acquisition agreement and plan of reverse merger with Kestrel
Equity Corporation whereby the company acquired $332 cash, $153,001 trading
investments, $100,686 reduction in accounts payable, and 4366,084 in notes
payable in exchange for 48,000 (1,200,000 pre-split) shares of common stock.  by
virtue of the merger and the asset acquisition, the Company issued 106,800
(2,670,000 pre-split) shares of common stock of the surviving corporation and
acquired assets valued at $4,013,100 or approximately $1.50 per share.

On December 31, 1999, the Company issued 14,000 (350,000 pre-split)
shares to various employees and consultants for services rendered valued at $2.00
per share.  These shares were issued in reliance upon the Rule 4(2) exemptive
provisions, and no advertising nor solicitation occurred.

On February 14, 2000, the Company issued 4,000 (100,000 pre-split)
shares of common stock as payment for services rendered by Mr. Herky Williams
valued at $2.00 per share.  The services rendered were for the development of the
company's music division.  The shares were issued under Rule 4(2) to an officer
of the Company.

On August 10, 2000, the company purchased a motion picture entitled
"ROUTE 66" including all rights and materials, the rights as the creator and the
writer of the original screenplay, all copyright rights, trade names and trademarks
and all other forms of exploitation of the Property, and all ancillary, merchandise,
music and book-publishing rights in exchange for 10,600 (265,000 pre-split)
restricted common shares, $96,492.73 (payable $25,000 on August 14, 2000 and
$11,915.46 per month from December 14, 2000 to May 14, 2001 and $25,000
plus a 4.5% royalty on any merchandise and a 2% royalty on sequels).  The shares
issued were issued in reliance on Rule 4(2) and were issued to an accredited
investor.

On September 27, 2000, the company entered into a contract with Ron
Whiten to make strategic introductions on behalf of the Company to the
investment community in exchange for 4,000 (100,000 pre-split) common shares.
On September 29, 2000, the shares were issued at a value of $95,000, which was
the quoted market price on the date of issue.  The contract is for a period of time
covering 3 quarterly financial statements.  To the best knowledge and belief of the
company, no services were performed by Mr.Whiten pursuant to this agreement.
On May 25, 2001, the 4,000 shares of stock issued to Mr. Whiten were cancelled
for non-performance of services.

On October 27, 2000, the Company issued 500 (12,500 pre-split) shares of
common stock valued at $1.00 per share to National Financial Group for financial
services previously rendered.  These shares were issued under Rule 4(2).

Pursuant to an agreement made with an affiliate company of Mr. Williams
(the Secretary-Treasurer and a Director of the Company) called Wilfield
Entertainment, the Company issued 16,000 (400,000 pre-split) shares of common
stock at a market price of $.55 per share on April 18, 2001 for its participation in
the joint venture.  The joint venture with Wilfield is for the production of thirteen
musical albums.  The company will supply the necessary funding for the
production of these albums and after capital repayment has occurred, the
Company will receive 51% of the profits from the projects.  The estimated
production costs per album are projected to be $80,000.

On May 25, 2001, 14,000 (350,000 pre-split) shares that were issued to
various people for services were cancelled.  These shares were later cancelled for
non-performance of services.

During the quarter ended September 30, 2001, 4,000 (100,000 pre-split)
shares were issued for conversion of notes payable totaling $25,600.  The value of
these shares was $0.26 per share, as agreed in the original loan documents.  These
shares were issued under Rule 4(2).

During the quarter ended September 30, 2001, the company issued
123,200 (3,080,000 pre-split) shares to the Company's officers and directors for
services rendered in their various capacities (J. Honour (1,500,000), H. Williams
(600,000), J. Bodziak, R. Urbischi and T. Noonen (100,000 each)) at the market
value of the stock on the date of agreed (not actual) issuance of $0.45, allocated at
$0.225 for the restricted nature of the securities issued.  3,600 (90,000 pre-split)
restricted common shares were issued to individuals for cash at $0.50 per share
trading value, or $0.25 cash paid with 50% discount for restricted securities.  All
shares were issued under Rule 4(2).

During the quarter ended December 31, 2001, the Company issued 25,912
(647,795 pre-split) shares of stock for conversion of notes payable totaling
$135,596, for accrued interest on the notes payable of $12,275, and for consulting
services of $20,778.  The value of the shares was between $0.14 and $0.35 per
share.  The share values were always determined based upon the trading price of
the stock on the date of the agreement for services, not on the date of issuance of
the shares.  All shares were issued in reliance on the exemption provided by Rule
4(2).

During the quarter ended December 31, 2001, the Company issued 94,825
(2,370,631 pre-slit) shares to various consultants for services at the market value,
adjusted downwards by 50% for restricted nature of the securities, on the date of
agreements.   Also, 1,600 (40,000 pre split) shares were issued on July 30, 2001
for services but were cancelled on October 2, 2001 for non-performance of those
services.

On January 15, 2002, 12,000 (300,000 pre-split) shares of common stock
were issued for cash at $0.33 per share.  Also during the quarter, 106,480
(2,662,000 pre split) were issued in connection with  previous debt cancellation,
pursuant to the terms of the convertible instrument.  These shares were issued
under Rule 4(2), and the recipient was an accredited investor.

On April 29, 2002, 8,000 (200,000 pre-split) common shares were issued
for the purchase of "In the Garden of Eden" album.  The value of the shares was
$0.06 on the date of contractual agreement, and the shares were issued under Rule
4(2), but later rescinded for failure of the owner to deliver the rights.

On May 30, 2002, 4,000 (100,000 pre-split) common shares were issued
to various people for services, which included writing, arranging, composing and
product placement, all  connected with the project "Mad Dogs and Oakies."  The
value of the shares was $.03 per share on the date of contract.  These shares were
issued to non-affiliates under Rule 4(2).

During the quarter ended June 30, 2002, the Company issued 12,000
(300,000 pre-split) shares of common stock for cash.  Shares were issued for
$.025 to $.075 per share.  Also during the quarter, 10,000 (250,000 pre-split)
shares were issued for consulting and rent expense.  The value of the shares was
between $.03 (April 15) and $.08 (May 24) per share.

On July 1, 2002, 34,000 (850,000 pre-split) common shares were issued
for cash, based  upon a conversion contract entered into earlier.   Also on July 8,
2002, 93,333 (2,333,334 pre-split) shares were issued in connection with a
previous debt cancellation, based upon the terms of the note and conversion price
therein committed.  These shares were issued to an accredited investor under Rule
506 of Regulation D.

On December 20, 2002 and December 23, 2002, 132,000 (3,300,000 pre-split) common shares were cancelled from various shareholders for non-performance of services.

During the quarter ended March 31, 2003, a total of 661,400 (16,535,000
pre-split) common shares were issued to i