SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 03-05

							February 9, 2005

Via U.S. Mail

Corinne Fallacaro
President, CEO and Director
Global Music International, Inc.
20 Old Stagecoach Road
Redding, CT  06896

Re: 	Global Music International, Inc.
	Amendment No. 1 to Form SB-2, filed on February 1, 2005
	File No. 333-120908

Dear Ms. Fallacaro,

      We have reviewed your filing and have the following
comments.
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.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      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 and 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.

General
1. We have reviewed your response and reissue comment 1.  Please
revise your disclosure to present your plans in the context of a
timeline which sets forth the obstacles and benchmarks that you
must
achieve along the way, both qualitatively and quantitatively.
Include your estimate of the financial wherewithal needed to reach
your plan and discuss your plans for raising the money so that
investors can make an informed decision about the quality of your
plan.  Again, the comments below are intended primarily to offer
some
guidance towards revising this prospectus so it serves its purpose
to
investors.
Prospectus Cover Page
2. On page 3 you refer to "the offering price set forth in the
cover
page of this prospectus."  We note that the cover page of your
prospectus does not set forth a price.  The maximum offering price
appears to be $.0001 for the shares sold by the company.  Disclose
this prominently on the cover page of the prospectus.
Supplementally
provide your legal analysis of how you intend the selling
shareholders to sell their shares at a fixed price different from
that of the company.

Prospectus Summary, page 1
The Company, page 1
3. We note your response to comment 6.  Please tell us when you
expect to update your website to reflect your current operations.
Also, supplementally tell us whether you acquired Ecity Records or
the operations of Ecity Records.
4. We note your response and reissue to comment 7.  Please revise
to
clarify your business plan in your first paragraph.  For instance,
please summarize how you intend to generate revenue and how you
plan
to obtain programming for your website.
5. We note your disclosure that your website has not been updated,
but also note on page 1 that you "continually add new music
content"
to your website from amateur artists.  Please briefly explain how
you
obtain new music content and confirm whether you have added new
music
content to your website.

Risk Factors, page 3
6. We note your response to comment 16.  Please tell us why you
deleted this risk factor and why hiring independent contractors is
not material to your business.
7. We note your response to comment 17.  We also note that you own
two trademarks, IMNTV and GET HUGE.  Please tell us why you
deleted
this risk factor and why protecting your property rights is not
material to your business.

Funds are not and may not be available to pay demand note, page 5
8. We note your response to comment 14.  Please revise considering
your response to comment 27 below.

Business of the Company, page 8
Background, page 8
9. Please clearly explain your business model in this section and
in
your plan of operation.  For example, discuss how you will receive
video content at no cost, what type of sponsorship agreements and
marketing partnerships you will enter and how you will generate
revenue.  Present a timeline to complete each part of the plan, an
estimate of cost as well as a discussion of obstacles you expect
to
encounter.

Industry Background, page 9
10. We note your response to comment 20.  In the fourth paragraph
you
disclose that "wireless phone manufacturers hadn`t developed and
sold
cell phones that had the capability to download large amounts of
data
and prior to 2002 had not produced video capable cell phones in
large
numbers or at a price point to have a large portion of their
normal
user base buy them."  Please discuss the current status of cell
phone
devices.  Are current devices capable of broadcasting your
content?
Are they produced in large numbers and at a price point so that
their
normal user base can buy them?
11. Refer to the last paragraph of this section on page 11.
Please
revise to provide a brief description of "placements" on high-
traffic
websites.  Are you referring to advertising?  Are agreements with
high-traffic websites part of your business plan and do you expect
to
incur expenses?  If so, please provide an estimate of cost and
accordingly, consider revising your plan throughout the document
for
consistency.
12. Also, if establishing relationships with high-traffic websites
to
increase your audience is material to your business, please add a
risk factor to the risk factor section.

Methods of Competition, page 11
13. Please define "platform provider."
14. Please expand your disclosure to provide more detail about the
process of contracting with providers.  Do you expect to have the
opportunity to meet and market to providers? Or do you simply
"contact the carrier or platform provider and direct them to the
site
to view" and then wait for their decision?  We note your
disclosure
that carrier or platform providers "make unilateral decisions"
with
respect to what type of content they would like to place in their
channel offering.

Plan of Operation, page 11
15. Please refer to the first paragraph.  In the next 12 months,
is
your only plan to develop your website and its content?  Do you
plan
to initiate negotiations with providers?  Do you plan to negotiate
relationships with high-traffic websites?  If so, please revise to
briefly describe your other planned activities for the next 12
months.
16. We note your response to comment 23.  Please clarify whether
you
will generate revenue from giving consumers access to the
programming
on your website.  If so, please disclose what you expect to charge
for the access.
17. We note your response to comment 24.  Please briefly describe
"continuous program streaming" and "file transfer protocol" so
investors can better understand your distribution methods.  Also,
do
you intend that users will access your content from their cellular
phones?
18. Please explain your disclosure "content can also be delivered
by
DVD."  Do you intend to sell DVD`s of your content to a telecom
company or platform provider?  Or do you intend to sell DVD`s to
consumers?

Historical Information About Our Product, page 8
19. We note your response to comment 25.  It is unclear why you
have
classified your assets into four different categories.  Please
revise
to clarify.
20. Refer to the bullet that leads with "24/7 program content."
Please disclose more details about your content.  For instance,
disclose the total number of videos, commercials and graphics.
21. It is unclear how the "24/7 program content" in Group 1
differs
from the commercials, graphics and inventory in Group 2.  Please
revise or advise.
22. It is unclear how the high speed computers in Group 4 differ
from
the computers included in Groups 1 and 2.  Please revise or
advise.
23. It is unclear how the IMNTV website in Group 1 differs from
the
IMNTV.com web address in Group 3.  Please revise or advise.

Management`s Discussion and Analysis or Plan of Operation, page 14
Overview, page 14
24. You state that you are currently webcasting your program,
which
consists of music videos from artists and bands from around the
world, through your website.  Please tell us more about this
content.
It appears that Falcon Entertainment had three signed artists.
What
is the origin of the remainder of this material?   If it was
acquired
from Falcon, please tell us why it did not appear on your website
prior to your current updating.  If it was acquired in some other
way, please explain its origin.  In addition, tell us about the
financial arrangements with the artists.  When and how were they
paid
for this material?  Do you have the legal right to permanently
display the material on your website without further compensation?
Would the artists receive royalties or some other form of
compensation if you reached an agreement with a third party for
broadcast to consumers?  Please provide additional disclosure
addressing these matters as well.

25. As your content does not appear to be current and it has never
produced any revenue, how do you intend to obtain more modern
content
with which to update your website?  If any new material has been
obtained since you were organized, what were your financial
arrangements with the artists?  In this regard, we note no mention
of
related compensation expense in your historical income statement.
It
also does not appear to have been considered in your analysis of
your
"burn rate."   Please revise or advise.

Plan of Distribution, page 23
26. We reissue comment 42.  Revise to clarify that the shares will
be
sold at the fixed price given on the front cover until a market
develops.

Financial Statements
Note 1. Significant Accounting Policies, page F-6
27. We have reviewed the disclosures you have provided in response
to
our prior comments 14 and 45.  Purchases and other transfers of
assets from controlled or controlling related parties should
generally be recorded at the transferor`s book value.  As a
general
rule, we believe that the transferor should not recognize gains on
these transactions and losses should be recognized by the
transferor
only when impairment in value is indicated.  Accordingly, the
manner
in which this acquisition has been valued and reported does not
appear to be in accordance with GAAP as follows:
a. It appears that Corinne and James Fallacaro were officers and
directors of Falcon Entertainment and that they beneficially owned
more that 50% of that company.  Regardless of the amounts owed to
these individuals, the basis of the assets to Ms. Fallacaro should
have been the carrying values of the assets on the balance sheet
of
Falcon Entertainment at the date she acquired them.  Please note
that
these assets should have been written down to the lower of
carrying
amount or fair value less disposal costs by Falcon Entertainment
prior to that acquisition date.
b. If the assets were subsequently placed in a storage facility or
were otherwise not utilized for more than three years, we would
expect them to be assessed for impairment prior to determining the
basis at which these assets were to be recorded by the company.
It
appears that the assets should have been written down to fair
value
under SFAS 144 and recorded at that reduced value by Global Music.
The difference between that fair value and the value of the note
received by Ms. Fallacaro should be accounted for as a
distribution
by Global Music.  We do not believe that impairment should have
been
recorded by the transferee immediately following the acquisition.
Please revise or advise.
c. Please provide objectively verifiable support for your
conclusions
regarding the values at which the assets should be recorded.
Specifically, provide us with the balance sheet of Falcon
Entertainment as of the date Ms. Fallacaro acquired the assets and
provide support that she did not record them at amounts above
their
fair values at that date.  Provide us with comparable support for
the
values at which these assets were recorded by Global Music several
years later.  We may have further comments upon review of your
response.
28. As a related matter, please note that impaired long-lived
assets
should be tested for recoverability and an impairment loss should
be
measured in accordance with SFAS 144.  Fair value is the amount at
which the asset could be bought and sold in a current transaction
between willing parties.  Quoted market prices in active markets
are
the best evidence of fair value and should be used as a basis of
measurement, if available.  Alternatively, the estimate of fair
value
should be based upon the best information available, including
prices
for similar assets and the results of using other valuation
techniques.  If assets were transferred to the company at amounts
no
greater than their fair values, please supplementally clarify how
these fair values could immediately fall to zero subsequent to
acquisition based upon the valuation techniques described in SFAS
144.  We may have further comments upon review of your response.

Exhibit 5.1
29. We reissue comment 48.  In the next amendment, please include
a
legality opinion for the shares being offered by the selling
shareholders.  Your opinion refers to "shares being offered by the
Company."  We also do not understand the statement that the all
the
shares being registered "are" fully paid.  Advise or revise.

Exhibit 23.2 Consent of Carlin, Charron & Rosen, LLP
30. An updated consent should be included in any amendment to the
filing.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      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 Rules 460 and 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.

      You may contact Juan Migone at (202) 942-1771 or Margery
Reich
at (202) 942-1839 if you have questions regarding comments on the
financial statements and related matters.  Please contact Rolaine
Bancroft at (202) 824-5537 or me at (202) 942-1850 with any other
questions.

      Regards,

Max A. Webb
      Assistant Director

cc:	Mark C. Perry, Esq.
	via facsimile:  954-561-0997
??

??

??

??

Corinne Fallacaro
Global Music International, Inc.
Page 1

</TEXT>
</DOCUMENT>