SecProbe.io

July 1, 2011

Via E-mail
Jeanene Morgan Chief Financial Officer Pacific Entertainment Corporation 5820 Oberlin Drive Suite 203 San Diego, CA 92121
Re: Pacific Entertainment Corporation
 Amendment No. 1 to Form 10-12G
Filed June 17, 2011 File No. 000-54389

Dear Ms. Morgan:
 We have reviewed your responses to the co mments in our letter dated May 31, 2011 and
have the following additional comments.  All page numbers below correspond to the marked
version of your filing.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
  Business, page 1

 General, page 1

1. We note your response to our prior comment nine .  Please revise this section to include a
discussion similar to that set forth in the thir d to last full paragraph on page 3 and the first
full paragraph on page 7 regarding a “signi ficant gap in revenue from royalties.”

2. Please revise the table on page 2 to provide your total liabilities a nd accumulated deficit
for each of the periods presented or advise.

3. We note your response to our prior comment 12 and reissue in part.  Please revise to
clarify what you mean by “launched a line of classic movies and television programs”
under the brand Pacific Entertainment Presen ts in 2010 on page 2.  For example, please

Jeanene Morgan
Pacific Entertainment Corporation July 1, 2011 Page 2

 revise to clarify whether these movies and te levision shows are sold as DVDs or whether
these movies and television shows are broadcast on televi sion or both.
 Distribution, page 2

4. We note your response to our prior comment 8.  Please revise to clar ify the concentration
of risk you experience because of excl usive licensing agreements by providing
quantitative information regarding the number of such licensing agreements.
 Products, page 3

5. We note your response to our prior comment nine  and reissue in part.  Please revise to
describe what you mean by “exclusive categ ories” and “non-exclusive categories.”

6. We note your response to our prior comment 15 and reissue in part.  Please revise to
clarify what you mean on page 3 by “introduced through Walmart.”

7. We note your disclosure on page 4 that you ha d commissioned research into the use of
music-based curriculum through San Diego State University.  Please revise to disclose
when you commissioned this research and what in ventions resulted from this research.

8. Please also revise your disclosure, to the extent you are able, to disclose when you
anticipate you will introduce products from  the Circle of Education venture.
 Circle of Education Joint Venture Agreement, page 4

9. Please advise as to whether you provide financ ing for Circle of E ducation, LLC.  To the
extent that you do, please disc lose here and in your Cert ain Relationships and Related
Transactions and Director Independence secti on.  In this regard, we  note your disclosure
in this section that you have no current pl ans to conduct a private offering and your
disclosure on page 32 that you intend to use the proceeds of a private offering to fund the
general operating expenses, product devel opment and introducti on of Circle of
Education, LLC.
 Marketing, page 4

10. Please reconcile your disclosure on page 5 that you “are developing” a musical based
system for early learning to help prepare children for socializati on and education with
your disclosure in the next sentence that th e curriculum and songs “were developed” in
conjunction with Dr. Ritblatt.

11. We note your response to our prior comment se ven.  Please revise the last paragraph of
this section to clarify that your relationsh ip with Motta Internaci onal accounted for less
than 1% of your gross sales in 2010.

Jeanene Morgan
Pacific Entertainment Corporation July 1, 2011 Page 3

 Competition, page 6

12. Please revise to provide suppor t for your statement that your customers get more content
for a lower price.  Alternatively, please revi se to delete the last sentence on page 6.
 Research and Development, page 8

13. Refer to prior comment 24.  Please provide  to us a reconciliation of the $210,742 costs
capitalized as product development to the am ount recorded on your balance sheet.  In
addition, please revise Note 1 to the fina ncial statements to disclose your accounting
policy for capitalizing pr oduct development costs.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operation, page 9

Results of Operations, page 11
 Three Month Period Ended March 31, 2011 Compared to March 31, 2010, page 15

14. Please advise as to what is meant by the language “significant progress in our self
distribution program” in the firs t paragraph in this section.

Outlook, page 18

15. Please advise whether the three customers re ferred to in the last paragraph on page 18
include Battat Incorporated.
 Exhibit Index, page 35

16. For Exhibits 10.14 and 10.17, please revise to provide clearer descriptions of the
agreements, such as indicating that Exhi bit 10.14 is an agreement between Pacific
Entertainment Corporation and Dr. Shul amit dated September 20, 2010 and indicating
that Exhibit10.17 is an agreement between P acific Entertainment Corporation and Isabel
Moeller dated April 1, 2011.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Jeanene Morgan
Pacific Entertainment Corporation July 1, 2011 Page 4

  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 Commission or any person under the federa l securities laws of  the United States.

 You may contact Patrick Kuhn at (202) 551- 3308 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financ ial statements and related matters. Please
contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551- 3574 with any other questions.

Sincerely,
   /s/ Julie F. Rizzo
Julie F. Rizzo Attorney-Advisor
cc: Via E-mail

 Gretchen Cowen, Esq.   Law Offices of Gretchen Cowen, APC