SecProbe.io

January 16, 2013

Via E-Mail
Mr. J. Stephen Wilson
Chief  Financial  Officer
LiveReel Media Corporation
2300 Yonge Street, Suite 1710
PO Box 2408
Toronto, Ontario M4P 1E4, Canada

Re: LiveReel Media Corporation
 Form 20-F for the year ended June 30, 2012
Filed October 29, 2012
  File No.  000-50492

Dear  Mr. Wilson :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional commen ts.

Item 3.  Key Information
(A) Selected Financial Data, page 6

1. We note your disclosure indicating that you have presented Selected Financial Data
prepared under  IFRS  for the fiscal years ended June 30, 2012 and 2011 and under
Canadian GAAP for the fiscal years ended June 30, 2010, 2009 and 2008.  In this regard,
please note that it is not appropriate to present IFRS financial data alongside financial data
that has bee n prepared in accordance with Canadian GAAP. Refer to Instructions 1 and 3 of
General Instruction G of Form 20 -F.  Accordingly, please revise your selected financial data
to:

Mr. J. Stephen Wilson
LiveReel Media Corporation
January 16, 2013
Page 2

  Disclose  that the information based on Canadian  GAAP is not comparable to the
information based on IFRS .
 Revise the presentation of your selected financial data so that the Canadian GAAP
and IFRS Selected Financial D ata are not presented side -by-side.

(D) Risk Factors, page 8

2. Please revise to provide a risk factor that the auditor’s report contains an explanatory
paragraph for the going concern uncertainty.   You should state that the Company has
incurred losses since inception and this raises substantial doubt about your ability to continue
as a going concern.

Item 5.  Operating and  Financial Review and Prospects
(A) Operating Results, page 15

3. This section appears to compare financial information prepared under IFRS with
information that has been prepared under Canadian GAAP. Also, it appears that in the
tables included in this section you have presented financial information presented under
IFRS alongside financial information prepared under Canadian GAAP.  As noted above,
it is not appropriate to present your IFRS financial information alongside information that has
been prepared in ac cordance with Canadian GAAP. Accordingly, please revise to eliminate
this side by side presentation of IFRS and Canadian GAAP financial information.  In
addition, it is not appropriate to compare your operating results as determined in accordance
with IFRS  with those that were previously determined under Canadian GAAP. Please revise
your discussion in this section to discuss your results of operations for the two most recent
fiscal years prepared in accordance with IFRS as issued by the IASB. No part of you r
discussion should relate to financial statements prepared in accordance with Canadian
GAAP. Refer to the guidance outlined in General Instruction G(e) of Form 20 -F.

Item 1 7. Financial Statements, page 52

4. We note the disclosure on page 52 indicating th at you have prepared the financial statements
included in your Annual Report on Form 20 -F in accordance with Item 17 of Form 20 -F.
Please note that compliance with Item 18 rather than Item 17 of Form 20 -F is required for all
issuer financial statements inc luded in all Securities Act registration statements, Exchange
Act registration statements on Form 20 -F, and annual reports on Form 20 -F.  Please amend
your annual report on Form 20 -F to comply with Item 18 of Form 20 -F. Also, all references
to Item 17 of F orm 20 -F of your annual report on Form 20 -F should be revised to reference
Item 18 of Form 20 -F.

Mr. J. Stephen Wilson
LiveReel Media Corporation
January 16, 2013
Page 3

 Report of Independent R egistered Public Accounting Firm, page F -1

5. We note that the audit opinion refers to International Financial Reporting Standards  rather
than International Financial Reporting Standards as issued by the International Accounting
Standards Board .  Please note that he latter is required in order to omit the reconciliation
of net income and stockholders’ equity to US GAAP.  Additionally, we no te that your
statement of compliance in the footnotes to the financial statements on page F -6 also does
not assert compliance with IFRS as issued by the IASB.  Please revise your annual report
on Form 20 -F to include a report of your independent registered  accounting firm that asserts
compliance with International Financial Reporting Standards as issued by the International
Accounting Standards Board or revise to  provide a reconciliation of your net income and
stockholders’ equity  to US GAAP for each peri od presented in your financial statements.
Refer to the guidance outlined in Item 17c of Form 20 -F. Also, if your financial
statements were prepared in accordance with International Financial Reporting Standards
as issued by the International Accounting S tandards Board, please revise the disclosure in
the first paragraph of Note 2(a) to your financial statements to clearly state such
compliance.

6. In addition, we note that the “Emphasis of Matter” paragraph is not presented in
accordance with PCAOB standard s regarding going concern uncertainties.  Please refer to
AU 341, paragraphs 12 and 13 and revise accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  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 o f the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging 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 Commissi on or any person under the federal securities laws of the United States.

Mr. J. Stephen Wilson
LiveReel Media Corporation
January 16, 2013
Page 4

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related  matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief