SecProbe.io

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Mail Stop 0308

March 15, 2005

VIA U.S. MAIL AND FACSIMILE

David Devine, President
Devine Entertainment Corporation
Suite 504, 2 Berkeley Street
Toronto, Ontario, Canada  M5A  2W3

Re:	Devine Entertainment Corporation
      Registration Statement on Form 10-SB
      File No. 0-51168
      Filed February 16, 2004

Dear Mr. Devine:

            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.

              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 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. Please amend your filing to include the company`s audited
financial statements for the year ended December 31, 2004.  Item
310
of Regulation S-B indicates that when the anticipated effective
date
of a registration statement falls after 45 days but within 90 days
of
the end of the small business issuer`s fiscal year, the small
business issuer is not required to provide the audited financial
statements for such year end provided that the following
conditions
are met:

i. If the small business issuer is a reporting company, all
reports
due must have been filed;
ii. For the most recent fiscal year for which audited financial
statements are not yet available, the small business issuer
reasonably and in good faith expects to report income from
continuing
operations before taxes, and
iii. For at least one of the two fiscal years immediately
preceding
the most recent fiscal year the small business issuer reported
income
from continuing operations before income taxes.

You have reported losses from continuing operations for the years
ended December 31, 2003, and 2002.  Therefore, please amend your
filing to include audited financial statements for the year ended
December 31, 2004.
2. We note that your financial statements do not provide a
reconciliation to US GAAP.  Please amend your filing to provide
such
reconciliations.  See Item 18 of Form 20-F.  Please note that it
is
not appropriate under US GAAP to have a separate subtotal prior to
presenting changes in working capital in the operating cash flow
section.  Furthermore, it appears that you are not presenting the
write down of your investment in films and the gain on debt
retirement in operating expenses which would be required under US
GAAP.
3. We note that the report of your accountants states that the
audit
was conducted in accordance with Canadian GAAS. We note that your
accountants are required to conduct their audit in accordance with
US
GAAS. Please revise your filing accordingly.
4. Please remove all references to Section 27A of the Securities
Act
and Section 21E of the Securities Exchange Act , as these safe
harbor
provisions do not apply to disclosure made by an issuer that is
not
subject to the reporting requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act.

Part I
Item 1.   Description of Business, page 2
5. Please revise or delete from your disclosure language that is
"puffing" in nature.  For example, in the first paragraph on page
3,
you refer to "great" critical acclaim and in the fourth paragraph,
you refer to yourself as an "acknowledged leader" in  providing
culture, education and entertainment  for children and families
around the world.  We also suggest you recast the last sentence in
the third paragraph by stating, for example, that Bailey`s
Billion$
is a key project that you believe will expand the Company`s brand
into new markets.

Product Demand and Supply, page 3
6. In the penultimate paragraph of this section, please explain
"indigenous quota  requirements."

Expansion of the Business, page 4
7. In the first paragraph on page 5, please explain "non-
traditional
markets" and "cause-related marketing".  In addition, please
describe
in further detail your efforts to expand your business,
approximately
when you anticipate taking the steps you refer to, and the amount
and
sources of funds you will need to do so.
8. In the second paragraph, you refer to the risks inherent in the
film and television industry. Please clearly and concisely
describe
these risks.

Distribution Activities, page 5
9. We note that your on-line store is "under construction".
Please
indicate when it will be operational.

Business Strategy, page 8
10. In the last paragraph of this section, you state that you have
optioned several screenplays and young adult novels.  Please
explain.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operation - General, page 9
11. Please note that Item 303(b)(1) of Regulation S-B requires, as
applicable, a discussion of any known trends, events, or
uncertainties that are reasonably likely to have a material effect
on
your net sales or revenues, income from continuing operations,
profitability, liquidity or capital resources, or that would
otherwise cause reported financial information not necessarily to
be
indicative of future operating results or financial condition.
For
example, are there any trends that you anticipate will impact your
revenues and do you expect your revenues to increase, decrease or
stay the same?  Please revise accordingly.  For additional
guidance,
please refer to SEC Releases 33-6835, 33-8056, and 33-8350.

Earnings per Share, page  11
12. We note that you recorded gains on extinguishment of debt of
$276,482 and $4,039,825 for the three and nine months ended
September
30, 2004.  Please reference all applicable accounting literature
used
to record the extinguishment of debt and related gains.  In
particular, you recorded gains of $170,197 associated with equity
issued to forgive director loans in the third quarter of 2004, and
a
reduction in work in progress of $201,626.   Please explain why
gains
were recorded on the extinguishment of related party debt.   Also,
please reconcile the issuance of 6,000,000 shares regarding the
related party debt extinguishment that you disclose under gains on
settlement of debt to the 4,717,082 shares that you disclose in
your
Advances from Related Parties Note to your September 30, 2004
financial statements.   Please be detailed in your response.   We
may
have further comment.

Liquidity and Capital Resources, page 13
13. Please explain in the third paragraph, "ways to
monetize...historical tax losses".

Devine Entertainment Limited Partnership, page 15
14. Please explain how you account for the equity contributions
made
to the partnership.  In this regard we note that you disclosed
under
earnings per share that this partnership agreement reduced
operating
expenses by $400,000.  Help us understand how you are accounting
for
the operating expenses incurred and the equity that is contributed
to
the partnership. Also, please explain to us all applicable
accounting
literature used to make your conclusions.  Furthermore, it appears
that you are paying cash to the limited partnership based on your
Consolidated Statement of Cash Flows for the nine months ended
September 30, 2004, which indicates cash payments of $419,063.  We
may have further comment.

Item 4.  Security Ownership of Certain Beneficial Owners and
Management, page 16
15. Refer to footnote (2).  You are responsible for the Item 403
disclosure in your document.  You may state the source of the
information, but do not imply that  you are not responsible for
it.
In this regard, it appears that each of the persons listed are
your
officers or directors.  Thus, it appears you are in a position to
know their beneficial ownership.   Therefore, please clarify in
the
table or its footnotes all persons who may be deemed beneficial
owners as defined in Exchange Act section 13d-3.

Item 5. Directors and Executive Officers, Promoters and Control
Persons, page 17
16. Please revise to clearly indicate the officers and directors`
business experience for the past five years.
17. In Mr. Taylor`s biography, please identify other directorships
held in reporting companies, naming each company.

Item 6.  Executive Compensation, page 20
18. Please complete your executive compensation disclosure.  For
example, we note brackets in your summary compensation and option
grants tables where you need to provide information.
19. You state that by expensing  the salaries of your executive
officers over the entire  duration of a  particular  production
as
production,  direction,  writing  and  similar services,  your
executive  compensation  program is structured to align each
executive   officer`s  financial  interests  with  your overall
objectives of maximizing and  sustaining  shareholder  value.
Please explain this statement so it is more understandable to a
reader.
Executive Services Agreements, page 21
20. It does not appear that you have filed copies of these
agreements
as exhibits to your registration statement.  Please revise or
advise.

Item 8.  Description of Securities, page 25
21. In the first paragraph on page 28, please indicate
approximately
when the capital reorganization will take place.  In this regard,
we
note that stockholders approved this reorganization nearly nine
months ago.  Does Ontario law have any time limitations on how
long a
stockholder authorization is valid for prior to taking the
authorized
action?
Also, do you expect the reorganization to occur prior to the
effectiveness of this registration statement?  Given that you are
seeking to register your common shares under Section 12(g) of the
Exchange Act, it is unclear how you will maintain that
registration
if you subsequently "cancel all the authorized Common Shares" as
contemplated by paragraph (c) of your disclosure here.
In addition, please revise throughout the remainder of the
document,
including the Business and Management`s Discussion and Analysis
sections, to address the potential business and financial impact
of
this discretionary capital reorganization.

	We may have further comment based upon your revisions.
Part II
Item I.  Market Price of and Dividends on the Registrant`s Common
Equity and Related Stockholder Matters, page 29
22.  Please include the information required by each of Item
201(a)(1)(ii) and 201(a)(2) of Regulation S-B.

Item 4.  Recent Sales of Unregistered Securities, page 32
23. Please revise this section as required by Item 701 of
Regulation
S-B.  For example, describe more clearly the facts on which you
relied for the exemptions claimed, identify the persons or
entities
who received these issuances and the consideration for them.

September 30, 2004 Financial Statements
Note 1. Nature of Business
24. You disclose that if the going concern assumption were not
appropriate for these financial statements, then adjustments would
be
necessary in the carrying values of assets and liabilities, the
reported net loss and the balance sheet classifications used.
Furthermore, we note that you received an unqualified audit
opinion
on your 2003, and 2002 financial statements.  Please explain in
detail the meaning of this language, and the purpose for inclusion
in
the notes to your financial statements.

Note 7. Long Term Debt
25. You indicate that you were in default on certain loan
installments related to your February 1996 debt issuance.  Please
explain in detail to us what action to date the debt holders have
taken, including the results of any renegotiations that have taken
place to date. Furthermore, please explain to us if any other debt
is
not in compliance with their debt agreements.  Note that you
should
also be disclosing the fair value of your long term debt.  We may
have further comment.

December 31, 2003 Financial Statements

Financial Statements - Balance Sheet
26. Tell us why you have not presented a classified balance sheet.
Please provide us with a reference to the appropriate Canadian
GAAP
literature.

Note 2. Summary of Significant Accounting Policies
27. We note your disclosure regarding recognizing as revenue only
the
net benefits from sales to limited  partnerships when the investor
has  irrevocably  committed to acquire the equity. Amounts
received
and not recognized as revenue are recorded as deferred revenue.
Please explain in detail such sales to limited partnerships; an
example would be helpful to the staff`s understanding.

Note 3.  Investment in Film, Television Programs and Recordings
28. Please amend your filing to incorporate the required disclose
related to the amortization of your investment in film, television
programs, and recordings.  Disclose in the notes to your financial
statements the portion of the costs of your completed films that
are
expected to be amortized during your upcoming operating cycle,
which
is presumed to be twelve months, if this is not the case, please
disclose your operating cycle if it is other than twelve months.
You
should also disclose the percentage of unamortized film costs for
released films, excluding acquired film libraries, that you expect
to
amortize within three years from the date of the balance sheet. If
that percentage is less than 80 percent, an entity should provide
additional information, including the period required to reach an
amortization level of 80 percent. For acquired film libraries, an
entity should disclose the amount of remaining unamortized costs,
the
method of amortization, and the remaining amortization period. See
paragraphs 51-53 of SOP 00-2.
29. For completed and acquired projects, provide us with a summary
of
the individual projects associated with this asset, their original
cost, and their amortization through December 31, 2003. We may
have
additional comment.

Note 6. Long Term Debt
30. It appears that several of your debt instruments that are
included in this note are not Long Term Debt and are presently
due.
Tell us why you believe that it is appropriate to include debt
that
is currently and in default in this line.
31. We note that you have reduced your debt balance by a line item
titled "equity component" in the amount of $181,510 as at both
December 31, 2002 and 2003. Tell us what this amount represents
and
why it has not changed in either period presented.

Note 7. Interest Expense
32. Please explain how you calculate the amount of interest
expense
you capitalize related to the production of your films.  You are
required to apply SFAS 34, per SOP 00-2.

Note 14. Segmented Information
33. We note that you generate revenues from the sale of tangible
products, such as home videos, and you earn revenue from licensing
arrangements. Tell how much of your revenues are derived from
sales
of video and licensing arrangements you earn on films.
34. Revise your financial statements to disclose revenues by
geographic location. We note your disclosures in the notes to the
interim financial statements.

Part III
Item 1. Index to Exhibits
35. It does not appear that you have filed all exhibits required
by
Item 601 of Regulation S-B, such as Articles of Incorporation.
Please revise.

***

      As appropriate, please amend your registration statement in
response to these comments.  The amendment should be filed
promptly
as the Form 10-SB becomes effective automatically 60 days after
initial filing, that is, on April 17, 2005.

      You may wish to provide us with marked copies of the
amendment
to expedite our review.  Please