SecProbe.io

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Mail Stop 0308

              June 15, 2005

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

Re:  	Devine Entertainment Corporation
      Form 10-SB/A
      Filed May 26, 2005
      File No. 0-51168

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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.

Item 1.  Description of Business, page 2

Expansion of the Business, page 4
1. We note your response to comment 7 in our letter dated March
15,
2005.  However, it does not appear you have indicated
approximately
when you anticipate taking the steps you refer to, and the amount
of
funds you will need to do so.  Please advise or revise.

The Company`s Film Library, page 6
2. You disclose that your film library has consistently generated
revenues in excess of one million dollars per year since 2000.
This
amount is not supported by the disclosures you have included in
the
notes to your financial statements.  Please explain how you
calculated this number.

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operation, page 9

Revenues, page 14
3. We note that you recorded revenues totaling approximately
$3,200,000 related to your film Bailey`s Billion$.  We note that
you
sold distribution rights in certain foreign countries.  Tell us
whether there were any restrictions in the distribution
agreements.
Tell us whether there were restrictions that prevented the release
of
the film prior to release in the United States and Canada.
Provide
us with examples of the distribution agreements.  Also, please
provide us with more information concerning the revenues generated
with respect to Canadian distribution and equity sales.
Specifically, with regard to equity sales, tell us in more detail
what you sold, what consideration you received and what
arrangements
were made with respect to future revenues of the film.

Earnings Per Share, page 15
4. We note your response to comment 12 in our letter dated March
15,
2005.  In this regard, you disclose in Item 4 that you issued six
million shares to insiders, although your consolidated statement
of
stockholders` equity indicates that you issued 4,717,082 to
related
parties.  Please revise, or provide reconciliation to us.

Item 8.  Description of Securities, page 30
5. We note your response to comment 21 in our letter dated March
15,
2005 and your revised disclosure.  However, the basis for your
conclusion that the reorganization will not have any potential
business or financial impact is unclear.  Please advise or revise
the
Business and Management`s Discussion and Analysis sections to
address
the potential business and financial impact of this discretionary
capital reorganization.  For example, please discuss the business
or
financial impact if the reorganization is not reapproved at future
annual meetings.  As another example, please discuss any impact on
your ability to raise equity capital as a result of the potential
reorganization.  These are only examples.
6. In addition, the impact on your Section 12(g) registration in
the
event of the capital reorganization remains unclear.  Please
further
expand your response to comment 21 in our letter dated March 15,
2005, to clarify what action you will take to maintain or cease
your
reporting obligations.

Financial Statements
7. Amend your filing to include financial statements for the
period
ended March 31, 2005, as required by Item 310 of Regulation S-B.
If
financial statements are as of a date one hundred and thirty-five
days more prior to the date a registration statement becomes
effective, then the financial statements for the interim period
ended
within one hundred and thirty-five days should be included.
8. Please disclose the reporting currency on the face of your
financial statements.
9. We note your response to comment 14 in our letter dated March
15,
2005.  Please explain in detail the transactions between the
company
and Devine Entertainment Limited Partnership.  In this regard, it
appears that the company advanced to an unrelated third party
$494,550, who in turn advanced such money to the partnership.
Then
the partnership advanced such money back to the company.  Please
explain the business purpose for such circularity.  Furthermore,
you
indicate that you are consolidating the partnership, therefore,
please explain why the advances (receivable) would not eliminate
against the loan payable on the partnership`s balance sheet, or
eliminated completely since it appears the third party loan was
converted to preferred stock.  In short, explain if this
receivable
is expected to be realized.  We may have further comment.

10. We note your response to comment 31 of our letter dated March
15,
2005.  In this regard, convertible debt instruments with
detachable
warrants are generally accounted for separately.  Please provide
to
us your analysis with respect to this issue, and if necessary,
revise
your US GAAP reconciliation note accordingly.  Generally, the
portion
of the proceeds that is allocated to the warrants should be
accounted
for as equity and any resulting discount on the debt should be
recognized using the interest method.  See APB-14, paragraph 16.

Note 6 - Investment in Film, Television Programs and Recordings

11. We have read your response to comment 29 in our letter dated
March 15, 2005.  Please provide us with a schedule that shows the
original capitalized costs, revenue and amortization by year since
completion and current net capitalized value for each title that
you
include in your film library that was disclosed in your
description
of business.  Provide us with your estimates for future revenue
for
each title as of December 31, 2004.  Additionally, please explain
to
us how you determined the fair value of your current film library,
by
title.

Note 20 - Segmented Information
12. Please tell us why you have not disclosed a measure of segment
profit or loss.
Note 21 - Reconciliation to United States GAAP
13.  It appears that, under SFAS 150, your redeemable preferred
shares would be classified as a liability under U.S. GAAP.  Revise
your disclosures to clarify this as well as to more clearly
disclose
that your equity under U.S. GAAP would be less than that under
Canadian GAAP.

Recent Sales of Unregistered Securities, page 37
14. We note your response to comment 23 in our letter dated March
15,
2005.  However, it does not appear you have identified in each
issuance the persons or entities who received the unregistered
securities.  See, for example, the issuances of April 7 and June
30,
2004.

*	*	*	*	*

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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.

      You may contact Robert Babula, Staff Accountant, at (202)
551-
3339 or Michael Moran, Senior Staff Accountant, at (202) 551-3841,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Anita Karu, Attorney-Advisor, at
(202) 551-3240, David Mittelman, Legal Branch Chief, at (202) 551-
3214, or me at (202) 551-3725 with any other questions.

      Sincerely,

                 H. Christopher Owings
                 Assistant Director

cc:	Daniel A. Aetna, Esq.
	Fax:  (212) 545-3322
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David Devine
Devine Entertainment Corporation
June 15, 2005
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