SecProbe.io

July 22, 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. 2 to Form 10-12G
Filed July 13, 2011 File No. 000-54389

Dear Ms. Morgan:
 We have reviewed your responses to the co mments in our letter dated July 1, 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

 Products, page 3

1. We note your disclosure on page 4 that you antici pate that the initial product based on the
research you commissioned into the use of a music-based curriculum will be ready for
presentation to retailers in the third quarter of  2011 and that it will be available for sale in
the fourth quarter of 2011.  Please revise to pr ovide a brief descripti on of this product and
how you plan to sell the curriculum.

2. We note that you have third party licensi ng agreements to develop musical products
under other products.  Please revise to disclose  in an appropriate place the terms of these
licensing agreements as it appears from your di sclosure on page 12 that these licensing

Jeanene Morgan
Pacific Entertainment Corporation July 22, 2011 Page 2

 agreements are material to your business.  Al so, file these licensing agreements with the
Form 10.

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;

 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.

 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3642 with any
questions.
Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen Special Counsel
cc: Via E-mail

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