SecProbe.io

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 April 30, 2025

Ashish Kapoor
Chief Financial Officer
CordovaCann Corp.
217 Queen Street West, Suite 401
Toronto, Ontario, M5V 0R2, Canada

 Re: CordovaCann Corp.
 Form 20-F for the Fiscal Year Ended June 20, 2024
 File No. 000-50492
Dear Ashish Kapoor:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 lvrlf_corresp.htm CordovaCann Corp. 217 Queen Street West, Suite 401 Toronto, Ontario M4V 0R2, Canada April 03, 2025 VIA E-MAIL PRIVATE CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Officer of Trade & Services 100 F Street, N.E. Mail Stop 3561 Washington, DC 20549 Attention: Patrick Kuhn Lyn Shenk RE: CordovaCann Corp. Form 20-F for the Fiscal Year Ended June 30, 2024 File No. 000-50492 Dear Patrick Kuhn and Lyn Shenk, CordovaCann Corp. (the “ Company ”) acknowledges receipt of your letter dated February 19, 2025. 1. Please amend your filing to include a conformed signature in the audit report, and confirm to us that you received a signed report from the auditor. Refer to Rule 2-02(a) of Regulation S-X. In doing so, ensure the amendment includes the complete financial statements and appropriate updated certifications that refer to the Form 20-F/A. The Company acknowledge the staff comment regarding the conformed signature in the audit report and notes this appears to be an upload error as a result of our iXBLR service provider. It’s noted that the consent letters for both the current and predecessor auditors were validly rendered on the same 20-F filing. We confirm that we received a signed report from our auditor and have attached our annual audited consolidated financial statements herein, which contain the signed audit reports from our current and predecessor auditors, with valid signatures. We will amend our filing to include a conformed signature in accordance with Rule 2-02(a) of Regulation S-X as noted on the attached audited financial statements, along with the updated certifications referencing Form 20-F/A, as required. 2 2. We note the report of your independent registered public accounting firm includes a paragraph related to "Material Uncertainty Related to Going Concern." After consulting with your auditor, please tell us whether the paragraph is intended to be explanatory language related to substantial doubt about your ability to continue as a going concern (AS 3101.18a) or an emphasis of a matter (AS 3101.19). The wording "may cast significant doubt" appears to be conditional language prohibited by footnote 5 of AS 2415.12 in explanatory language related to going concern. Please advice or have your auditor revise, as appropriate. The Company acknowledge the staff comment regarding the inclusion of a "Material Uncertainty Related to Going Concern" paragraph in the report of our independent registered public accounting firm. After consulting with our auditor , we confirm that the paragraph under the heading “Material Uncertainty Related to Going Concern” is intended to be an emphasis-of-matter paragraph in accordance with AS 3101.19, not explanatory language under AS 3101.18a. The purpose of the emphasis-of-matter paragraph in the independent auditor’s report is to draw attention to Note 1, which discloses management’s assessment of material uncertainties related to going concern, as required by IFRS. As the Company prepares its consolidated financial statements in accordance with IFRS, the wording “may cast significant doubt” reflects IFRS terminology, under IAS 1.25, which prescribes this terminology when material uncertainties exist and which is consistent with the disclosure in Note 1. For reference, IAS 1.25 states: “When management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern, the entity shall disclose those uncertainties.” Accordingly, and as the independent auditor’s opinion is unmodified, we believe the inclusion of this language in an emphasis-of-matter paragraph is consistent with PCAOB reporting standards, IFRS requirements, and the applicable guidance under AS 3101.19. Accordingly, we do not believe any revisions are necessary. 3. The Report of Independent Registered Public Accounting Firm states that the consolidated financial statements of the Company as at June 30, 2022, and for the years then ended were audited by another auditor. Please amend your filing to include the report of that auditor. The Company acknowledge your comment regarding the Report of the Independent Registered Public Accounting Firm. The Company will amend the 20-F filing to include the report of the auditor who audited the consolidated financial statements of the Company as of June 30, 2022, and for the year then ended. The Company acknowledge the staff comment regarding the conformed signature in the audit report and notes this appears to be an upload error as a result of our iXBLR service provider. As noted on the attached annual audited financial statements, the predecessor auditor report was included. We will ensure that the amendment referenced in comment one contains the signed audit reports from our predecessor auditors, as noted on the attached annual audited financial statements. 3 4. You state both "there is substantial doubt about the Company's ability to continue as going concern" and ability to access sufficient capital until you have stable profitable operations "may cast significant doubt" about the ability of the Company to continue as a going concern. Please revise to clarify management's assessment of whether conditions and events raised substantial doubt about the company's ability to continue as a going concern under ASC 205-40 and, if substantial doubt existed, to provide appropriate additional disclosure required by ASC 205-40-50-12 or 13, depending on whether substantial doubt was alleviated by management's plans. The Company respectfully advises that its consolidated financial statements are prepared in accordance with IFRS, not U.S. GAAP. Accordingly, the Company’s going concern disclosures are based on the requirements of IAS 1 - Presentation of Financial Statements , specifically paragraphs 25 and 26, which require management to assess the entity’s ability to continue as a going concern and to disclose material uncertainties that may cast significant doubt on that ability. The phrase “may cast significant doubt” is standard IFRS terminology and is consistent with IAS 1.25, which states: “When management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern, the entity shall disclose those uncertainties.” The Company believes its disclosure accurately reflects the requirements under IFRS and provides transparent and appropriate information to users of the financial statements regarding the going concern assessment. As the Company’s financial statements are prepared in accordance with IFRS, the disclosure requirements under ASC 205-40, 205-40-50-12 and 50-13 are not applicable in this context. As such, we respectfully submit that no revisions to the going concern disclosure are necessary. Please direct any further questions or comments to the undernoted. Very truly yours, /s/ Ashish Kapoor Ashish Kapoor Chief Financial Officer +1 (416) 523-3350 ashish@cordovacann.com 4

February 19, 2025
Ashish Kapoor
Chief Financial Officer
CordovaCann Corp.
217 Queen Street West, Suite 401
Toronto, Ontario, M5V 0R2, Canada
Re:CordovaCann Corp.
Form 20-F for the Fiscal Year Ended June 20, 2024
File No. 000-50492
Dear Ashish Kapoor:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended June 20, 2024
Report of Independent Registered Public Accounting Firm, page F-3
1.Please amend your filing to include a conformed signature in the audit report, and
confirm to us that you received a signed report from the auditor. Refer to Rule 2-02(a)
of Regulation S-X. In doing so, ensure the amendment includes the complete financial
statements and appropriate updated certifications that refer to the Form 20-F/A.
2.We note the report of your independent registered public accounting firm includes a
paragraph related to "Material Uncertainty Related to Going Concern." After
consulting with your auditor, please tell us whether the paragraph is intended to be
explanatory language related to substantial doubt about your ability to continue as a
going concern (AS 3101.18a) or an emphasis of a matter (AS 3101.19).  The wording
"may cast significant doubt" appears to be conditional language prohibited by footnote
5 of AS 2415.12 in explanatory language related to going concern. Please advise or
have your auditor revise, as appropriate.
The Report of Independent Registered Public Accounting Firm states that the
consolidated financial statements of the Company as at June 30, 2022, and for the 3.

February 19, 2025
Page 2
years then ended were audited by another auditor. Please amend your filing to include
the report of that auditor.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 1. Nature of Operations and Going Concern, page F-9
4.You state both "there is substantial doubt about the Company's ability to continue as a
going concern" and ability to access sufficient capital until you have stable profitable
operations "may cast significant doubt" about the ability of the Company to continue
as a going concern. Please revise to clarify management's assessment of
whether conditions and events raised substantial doubt about the company's ability to
continue as a going concern under ASC 205-40 and, if substantial doubt existed, to
provide appropriate additional disclosure required by ASC 205-40-50-12 or 13,
depending on whether substantial doubt was alleviated by management's plans.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 22, 2022
Ashish Kapoor
Chief Financial Officer
CordovaCann Corp.
217 Queen Street West
Suite 401
Toronto, Ontario, M5V 0R2, Canada
Re:CordovaCann Corp.
Form 20-F for the Fiscal Year Ended June 30, 2021
Filed December 15, 2021
File No. 000-50492
Dear Mr. Kapoor:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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lvrlf_corresp.htmCordovaCann Corp.

 217 Queen Street West, Suite 401

 Toronto, Ontario M4V 0R2, Canada

 February 7,2022

 VIA E-MAIL PRIVATE CORRESPONDENCE

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Officer of Trade & Services

 100 F Street, N.E.

 Mail Stop 3561

 Washington, DC 20549

    Attention:

   Stephen Kim Lyn Shenk

     RE:

   CordovaCann Corp.

   Form 20-F for the Fiscal Year Ended June 30, 2021

 Filed December 15, 2021

 File No. 000-50492

 Dear Stephen Kim and Lyn Shenk,

 CordovaCann Corp. (the “Company”) acknowledges receipt of your letter dated January 26, 2022.

 Further to the staff comment related to “Item 16F Change in Registrant's Certifying Accountant, page 55”, the Company has filed the required filing on EDGAR as of February 04, 2022. The Company completed this filing via SEDAR on October 28, 2020 but erroneously did not include this on EDGAR. The Company apologies for this omission and will endeavor to remain compliant on future filings.

 In connection with responding to the Staff’s comment, the Company acknowledges that (a) it is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff’s comments do not foreclose the Commission from taking any action with respect to the filing, and (c) the Company may not assert Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any further questions or comments to the undernoted.

      Very truly yours,

     /s/ Ashish Kapoor

  Ashish Kapoor

     Chief Financial Officer

   +1 (416) 523-3350

     ashish@cordovacann.com

United States securities and exchange commission logo
January 26, 2022
Ashish Kapoor
Chief Financial Officer
CordovaCann Corp.
217 Queen Street West
Suite 401
Toronto, Ontario, M5V 0R2, Canada
Re:CordovaCann Corp.
Form 20-F for the Fiscal Year Ended June 30, 2021
Filed December 15, 2021
File No. 000-50492
Dear Mr. Kapoor:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2021
Item 16F Change in Registrant's Certifying Accountant, page 55
1.We note your change in certifying accountant as of October 15, 2020.  Please file your
former accountant's letter stating whether it agrees with the statements made by you
in Item 16F and, if not, stating the respects in which it does not agree in accordance with
Item 16F(a)(3) of Form 20-F.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameAshish Kapoor
 Comapany NameCordovaCann Corp.
 January 26, 2022 Page 2
 FirstName LastName
Ashish Kapoor
CordovaCann Corp.
January 26, 2022
Page 2
            You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
March 4, 2016

Ashish Kapoor
Chief Financial Officer
LiveReel Media Corporation
70 York Street, Suite 1610
Toronto, Ontario M5J 1S9, Canada

Re: LiveReel Media Corporation
Form 20-F for the Fiscal Year Ended June 30, 2015
Filed October 29, 2015
File No. 000-50492

Dear Mr. Kapoor :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the  United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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    lvrlf_corresp.htm

LiveReel Media Corporation

70 York Street, Suite 1610,

Toronto, Ontario M5J 1S9, Canada

January 29, 2016

VIA EDGAR PRIVATE CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, DC 20549

Attention:
Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

RE:          LiveReel Media Corporation

Form 20-F for the Fiscal Year Ended June 30, 2015

Filed October 29, 2015

File No. 000-50492

Dear Ms. Raminpour:

LiveReel Media Corporation (the “Company”) acknowledges receipt of your letter dated January 20, 2016.

Further to discussions between our Company legal counsel, Mr. Travis L. Gering, Esq. of the law firm of Wuersch & Gering LLP, and your colleague Ms. Melissa Gilmore, on January 27, 2016, I respectfully advise you on behalf of the Company that we plan to file an amendment to the Company Form 20-F for the fiscal year ended June 30, 2015 to present audited financial statements prepared in accordance with IFRS for each of the three latest financial years and to obtain a revised audit report from our auditor which covers the three years presented to comply with Item 8.A.2 of Form 20-F (the “Amendment”).  We also plan to revise the Management´s Discussion and Analysis accordingly in the Amendment.

As per the discussion between our counsel and Ms. Gilmore, the Company plans to file the Amendment on or before February 26, 2016.  The Company will nonetheless endeavor to file the Amendment earlier if feasible.

In connection with responding to the Staff’s comments, the Company acknowledges that (a) it is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff’s comments do not foreclose the Commission from taking any action with respect to the filing, and (c) the Company may not assert Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any further questions or comments to our counsel, Mr. Travis L. Gering, Esq., at 212-509-4723 or via e-mail travis.gering@wg-law.com.

Very truly yours,

/s/ Ashish Kapoor

Ashish Kapoor

Chief Financial Officer

Mail Stop 3561
January 20, 2016

Ashish Kapoor
Chief Financial Officer
LiveReel Media Corporation
70 York Street, Suite 1610
Toronto, Ontario M5J 1S9, Canada

Re: LiveReel  Media Corporation
 Form 20-F for the Fiscal Year Ended June 30, 2015
Filed October 29, 2015
File No. 000-50492

Dear Mr. Kapoor :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Financial Statements

1. We note you present only two years of audited financial statements. Item 8.A.2 of Form
20-F requires comparative financial statements that cover the latest three financial years.
Please amend your filing to include audited financial statements prepared in accordance
with IFRS for each of the three latest financial years and to obtain a revised audit report
from your auditor which covers the three years presented to comply with Item 8.A.2 or
tell us why you believe this guidance does n ot apply to you. To the extent that you
provide audited financial statements for all three years, please revise Management´s
Discussion and Analysis accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Ashish Kapoor
LiveReel Media Corporation
January 20, 2016
Page 2

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the di sclosure 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 federal securities laws of the United States.

You may contact  Melissa Gilmore  at (202) 551 -3777 or me at (202) 551 -3379  with any
questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

February 12 , 2013

Via E-Mail
Mr. J. Stephen Wilson
Chief  Financial  Officer
LiveReel Media Corporation
2300 Yonge Street, Suite 1710
PO Box 2408
Toronto, Ontario M4P 1E4, Canada

Re: LiveReel Media Corporation
 Form 20-F for the year ended June 30, 2012
Filed October 29, 2012
  File No.  000-50492

Dear  Mr. Wilson :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secur ities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules req uire.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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    livereel20fa163012response.htm

LIVEREEL MEDIA CORPORATION

Reply to:

Telephone:

Email:

(416) 795-1765

steve.wilson@wealthserv.com

February 7, 2013

VIA EMAIL

Linda Cvrkel

Branch Chief

Securities and Exchange Commission

Washington, D.C. 20549

RE:

LiveReel Media Corporation (the “Company”)

Form 20-F for the year ended June 30, 2012

Filed October 29, 2012

File No. 000-50492

Dear Ms. Cvrkel:

We acknowledge receipt of your letter dated January 16, 2013 (the “Letter”) as well as the additional comments provided by Ms. Effie Simpson of your office in our call on February 5, 2013. Please find enclosed our responses to your comments, which we have provided in BOLD below the comment which we have restated.

Item 3. Key Information

(A) Selected Financial Data, page 6

1.

We note your disclosure indicating that you have presented Selected Financial Data prepared under IFRS for the fiscal years ended June 30, 2012 and 2011 and under Canadian GAAP for the fiscal years ended June 30, 2010, 2009 and 2008. In this regard, please note that it is not appropriate to present IFRS financial data alongside financial data that has been prepared in accordance with Canadian GAAP. Refer to Instructions 1 and 3 of General Instruction G of Form 20-F. Accordingly, please revise your selected financial data to:

●

Disclose that the information based on Canadian GAAP is not comparable to the information based on IFRS.

●

Revise the presentation of your selected financial data so that the Canadian GAAP and IFRS Selected Financial Data are not presented side-by-side.

2300 YONGE STREET

Suite 1710, P.O. Box 2408

Toronto, Ontario M4P 1E4

Ms. Cvrkel

February 7, 2013

Page 2

RESPONSE: We have made the suggested changes to the disclosure on pages 6 and 7 of the Form 20-F/A.

(D) Risk Factors, page 8

2. Please revise to provide a risk factor that the auditor’s report contains an explanatory paragraph for the going concern uncertainty. You should state that the Company has incurred losses since inception and this raises substantial doubt about your ability to continue as a going concern.

RESPONSE: We have made the suggested changes to the disclosure on page 8 of the Form 20-F/A.

Item 5. Operating and Financial Review and Prospects

(A) Operating Results, page 15

3. This section appears to compare financial information prepared under IFRS with information that has been prepared under Canadian GAAP. Also, it appears that in the tables included in this section you have presented financial information presented under IFRS alongside financial information prepared under Canadian GAAP. As noted above, it is not appropriate to present your IFRS financial information alongside information that has been prepared in accordance with Canadian GAAP. Accordingly, please revise to eliminate this side by side presentation of IFRS and Canadian GAAP financial information. In addition, it is not appropriate to compare your operating results as determined in accordance with IFRS with those that were previously determined under Canadian GAAP. Please revise your discussion in this section to discuss your results of operations for the two most recent fiscal years prepared in accordance with IFRS as issued by the IASB. No part of your discussion should relate to financial statements prepared in accordance with Canadian GAAP. Refer to the guidance outlined in General Instruction G(e) of Form 20-F/A.

RESPONSE: We have made the suggested changes to the disclosure on pages 15 to 20 of the Form 20-F/A.

Item 17. Financial Statements, page 52

4. We note the disclosure on page 52 indicating that you have prepared the financial statements included in your Annual Report on Form 20-F in accordance with Item 17 of Form 20-F. Please note that compliance with Item 18 rather than Item 17 of Form 20-F is required for all issuer financial statements included in all Securities Act registration statements, Exchange Act registration statements on Form 20-F, and annual reports on Form 20-F. Please amend your annual report on Form 20-F to comply with Item 18 of Form 20-F. Also, all references to Item 17 of Form 20-F of your annual report on Form 20-F should be revised to reference Item 18 of Form 20-F.

RESPONSE: We have made the suggested changes to the disclosure on page 48 of the Form 20-F/A.

Ms. Cvrkel

February 7, 2013

Page 3

Report of Independent Registered Public Accounting Firm, page F-1

5. We note that the audit opinion refers to International Financial Reporting Standards rather than International Financial Reporting Standards as issued by the International Accounting Standards Board. Please note that he latter is required in order to omit the reconciliation of net income and stockholders’ equity to US GAAP. Additionally, we note that your statement of compliance in the footnotes to the financial statements on page F-6 also does not assert compliance with IFRS as issued by the IASB. Please revise your annual report on Form 20-F to include a report of your independent registered accounting firm that asserts compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board or revise to provide a reconciliation of your net income and stockholders’ equity to US GAAP for each period presented in your financial statements. Refer to the guidance outlined in Item 17c of Form 20-F. Also, if your financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, please revise the disclosure in the first paragraph of Note 2(a) to your financial statements to clearly state such compliance.

6. In addition, we note that the “Emphasis of Matter” paragraph is not presented in accordance with PCAOB standards regarding going concern uncertainties. Please refer to AU 341, paragraphs 12 and 13 and revise accordingly.

RESPONSE: We have made the suggested changes to the disclosure on the Report of Independent Registered Account Firm filed with the audited financial statements as well as the Company’s MD&A.

*     *     *     *     *

Ms. Cvrkel

February 7, 2013

Page 4

As requested in the Letter, we hereby acknowledge the following:

(a)

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(b)

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

(c)

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust the foregoing is acceptable.  Should you have any further comments, please do not hesitate to contact the undersigned.

Yours truly,

/s/ J. Stephen Wilson

J. Stephen Wilson, CA

Chief Financial Officer

cc:        Jason D. Meretsky

Warrant Goldberg, CA (Schwartz Levitsky Feldman LLP, auditors)

January 16, 2013

Via E-Mail
Mr. J. Stephen Wilson
Chief  Financial  Officer
LiveReel Media Corporation
2300 Yonge Street, Suite 1710
PO Box 2408
Toronto, Ontario M4P 1E4, Canada

Re: LiveReel Media Corporation
 Form 20-F for the year ended June 30, 2012
Filed October 29, 2012
  File No.  000-50492

Dear  Mr. Wilson :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional commen ts.

Item 3.  Key Information
(A) Selected Financial Data, page 6

1. We note your disclosure indicating that you have presented Selected Financial Data
prepared under  IFRS  for the fiscal years ended June 30, 2012 and 2011 and under
Canadian GAAP for the fiscal years ended June 30, 2010, 2009 and 2008.  In this regard,
please note that it is not appropriate to present IFRS financial data alongside financial data
that has bee n prepared in accordance with Canadian GAAP. Refer to Instructions 1 and 3 of
General Instruction G of Form 20 -F.  Accordingly, please revise your selected financial data
to:

Mr. J. Stephen Wilson
LiveReel Media Corporation
January 16, 2013
Page 2

  Disclose  that the information based on Canadian  GAAP is not comparable to the
information based on IFRS .
 Revise the presentation of your selected financial data so that the Canadian GAAP
and IFRS Selected Financial D ata are not presented side -by-side.

(D) Risk Factors, page 8

2. Please revise to provide a risk factor that the auditor’s report contains an explanatory
paragraph for the going concern uncertainty.   You should state that the Company has
incurred losses since inception and this raises substantial doubt about your ability to continue
as a going concern.

Item 5.  Operating and  Financial Review and Prospects
(A) Operating Results, page 15

3. This section appears to compare financial information prepared under IFRS with
information that has been prepared under Canadian GAAP. Also, it appears that in the
tables included in this section you have presented financial information presented under
IFRS alongside financial information prepared under Canadian GAAP.  As noted above,
it is not appropriate to present your IFRS financial information alongside information that has
been prepared in ac cordance with Canadian GAAP. Accordingly, please revise to eliminate
this side by side presentation of IFRS and Canadian GAAP financial information.  In
addition, it is not appropriate to compare your operating results as determined in accordance
with IFRS  with those that were previously determined under Canadian GAAP. Please revise
your discussion in this section to discuss your results of operations for the two most recent
fiscal years prepared in accordance with IFRS as issued by the IASB. No part of you r
discussion should relate to financial statements prepared in accordance with Canadian
GAAP. Refer to the guidance outlined in General Instruction G(e) of Form 20 -F.

Item 1 7. Financial Statements, page 52

4. We note the disclosure on page 52 indicating th at you have prepared the financial statements
included in your Annual Report on Form 20 -F in accordance with Item 17 of Form 20 -F.
Please note that compliance with Item 18 rather than Item 17 of Form 20 -F is required for all
issuer financial statements inc luded in all Securities Act registration statements, Exchange
Act registration statements on Form 20 -F, and annual reports on Form 20 -F.  Please amend
your annual report on Form 20 -F to comply with Item 18 of Form 20 -F. Also, all references
to Item 17 of F orm 20 -F of your annual report on Form 20 -F should be revised to reference
Item 18 of Form 20 -F.

Mr. J. Stephen Wilson
LiveReel Media Corporation
January 16, 2013
Page 3

 Report of Independent R egistered Public Accounting Firm, page F -1

5. We note that the audit opinion refers to International Financial Reporting Standards  rather
than International Financial Reporting Standards as issued by the International Accounting
Standards Board .  Please note that he latter is required in order to omit the reconciliation
of net income and stockholders’ equity to US GAAP.  Additionally, we no te that your
statement of compliance in the footnotes to the financial statements on page F -6 also does
not assert compliance with IFRS as issued by the IASB.  Please revise your annual report
on Form 20 -F to include a report of your independent registered  accounting firm that asserts
compliance with International Financial Reporting Standards as issued by the International
Accounting Standards Board or revise to  provide a reconciliation of your net income and
stockholders’ equity  to US GAAP for each peri od presented in your financial statements.
Refer to the guidance outlined in Item 17c of Form 20 -F. Also, if your financial
statements were prepared in accordance with International Financial Reporting Standards
as issued by the International Accounting S tandards Board, please revise the disclosure in
the first paragraph of Note 2(a) to your financial statements to clearly state such
compliance.

6. In addition, we note that the “Emphasis of Matter” paragraph is not presented in
accordance with PCAOB standard s regarding going concern uncertainties.  Please refer to
AU 341, paragraphs 12 and 13 and revise accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  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 o f the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 Commissi on or any person under the federal securities laws of the United States.

Mr. J. Stephen Wilson
LiveReel Media Corporation
January 16, 2013
Page 4

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related  matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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

						May 15, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Kam Shah
Chief Financial Officer
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3

Re:	Noble House Entertainment Inc.
	Form 20-F for the year ended June 30, 2005
	Commission file #: 000-50492

Dear Mr. Shah:

We have completed our review of your Form 20-F and related filings
and
have no further comments at this time.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Mr. Kam Shah
Noble House Entertainment, Inc.
May 5, 2006
Page 1

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Elegant Letter

NOBLE HOUSE ENTERTAINMENT INC.

47 AVENUE ROAD, SUITE 200, TORONTO, ON M5R 2G3

PHONE: 416-860-0211 • FAX: 416-361-6228

VIA EDGAR SYSTEM

May 8, 2006

Ms. Linda Cvrkel, Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C.  20549

Re:

SEC Comment Letter dated May 5 2006 on Form 20-F for the year ended June 30, 2005

Commission File No. 000-50492

Dear Ms. Cvrkel:

We are writing in response to the Staff's comments in its fourth letter to us dated May 5, 2006. Our responses herein follow the order of the comments raised in the May 5 , 2006 letter.

1.

Note 4 Investment in Film and Television Programs Question 2.

a.

The Staff has suggested that in future filings, the issuer should include a disclosure of the assumptions used in the impairment analysis

RESPONSE:

We noted the staff’s comments and agree to ensure the required disclosure in our future filings.

Please call me at 416-929-1806 with any questions regarding this letter.

Sincerely,

Sd:  Kam Shah

Noble House Entertainment Inc.

By: Kam Shah, Chief Financial Officer

cc:

Clare Erlanger, Division of Corporate Finance

Pamela A. Curran, Esq., Messerli & Kramer P.A.

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

						May 5, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Kam Shah
Chief Financial Officer
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3

Re:	Noble House Entertainment Inc.
	Form 20-F for the year ended June 30, 2005
	Commission file #: 000-50492

Dear Mr. Shah:

We have reviewed your April 26, 2006 response letter and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 20-F for the year ended June 30, 2005

Notes to the Financial Statements

Note 4. Investment in Film and Television Programs

1. We note from your response to our prior comment 2, the various
assumptions used in developing the revenue and cost estimates used
in
your impairment analysis of the investment in film and television
programs.  In future filings, please include a disclosure of the
assumptions used in the impairment analysis.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Mr. Kam Shah
Noble House Entertainment, Inc.
May 5, 2006
Page 1

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Elegant Letter

NOBLE HOUSE ENTERTAINMENT INC.

47 AVENUE ROAD, SUITE 200, TORONTO, ON M5R 2G3

PHONE: 416-860-0211 • FAX: 416-361-6228

VIA EDGAR SYSTEM

April 26, 2006

Ms. Linda Cvrkel, Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C.  20549

Re:

SEC Comment Letter dated April 10, 2006 on Form 20-F for the year ended June 30, 2005

Commission File No. 000-50492

Dear Ms. Cvrkel:

We are writing in response to the Staff's comments in its third letter to us dated April 10, 2006. Our responses herein follow the order of the comments raised in the April 10, 2006 letter.

1.

Statement of Shareholders' Equity, Question 1.

The Staff has requested further information regarding the basis of determining $0.05 per share as the fair value of our common stock.

RESPONSE:  In early 2004, our prior stock transactions were all with related parties. We had no trading history and no market for our shares. As a result, the only external information available to value the company (and thus its shares) was its potential value as a “clean public shell’. Based on our informal canvassing of the market, we reasonably believed this value to be between  $250,000 and $500,000.

At the time of the two related party transactions in early 2004 (and prior to exercise of the warrants), We had approximately 6 million outstanding shares. Applying the company’s minimum value computed above, we computed a per share value of approximately $0.05. Our directors considered this analysis to be the reliable basis to define the fair value of our common stock at the time and concluded that this value should prevail until other factors developed to influence this valuation.

The Staff also requested details of the fair value of the 1.5 million warrants, if any at the time of modification of their exercise price from $0.25 to $0.05:

For the reasons explained above, the management concluded that there was no intrinsic value attached to warrants under Canadian and US GAAP. Besides, absence of any market and trading history for our shares made it impossible to arrive at any reliable fair value.

2.

Note 4 Investment in Film and Television Programs Question 2.

The Staff has asked for further information relating to cash flow details of each title:

a.

Analysis showing estimated cash flows for each title as per paragraph 7 of SFAS No. 144

RESPONSE: Exhibit 1 to our response letter dated April 6, 2006 did in fact provide production, revenue and net profit projections by each title. We prepared these projections on a cash basis, with our projected net profit representing our projected net cash in-flows. This is the analysis of undiscounted cash flows we used in determining whether an impairment of our long-lived assets existed under paragraph 7 of SFAS No. 144.

We did not prepare cash flow projections for one case, the title “On the Run” because we plan no film development in the near future from this title and have fully written off the related carrying amount. In two other cases, we reduced the carrying amounts by the estimated costs of script changes our management believed were required to generate the estimated cash flow

b.

Related assumptions used in developing the cash flows

RESPONSE:

Based on industry knowledge, experience and expertise, our management has established the production budget estimates as well as potential revenues for each of the scripts based on a Low, Medium and High projection. We determined the budget for the individual projects taking a completed script and breaking down individual elements -- character/actor, locations/set, service/production requirements.  Based on these elements, we built a budget to estimate  the cost to produce each film.

At this point, we have not obtained quotations from third parties for the elements of our budgets. This is because many budget elements are variable right up until we actually enter production on the film.  These variable elements include talent costs, crew labour rates, equipment rental and post-production service costs. Generally, we expect to negotiate a reduction against budget in the costs for variable elements. Thus, we view our estimated production budget as a high estimate.

We determined our projections of revenue after distribution commission, by comparing the actual experience of our management and consultants prior to their work with us with reports from various sales agencies that work, and have worked, with them. We built our low, medium and high revenue models form the bottom up based on estimated revenues by individual territory sales throughout the world.

We believe that our Low, Medium and High projections account for both the variable quality of the final product and the general performance of the entertainment industry.

A.

Actual and estimated date of production of film by each title

RESPONSE:

We have provided this information in the revised valuation chart, which is supplementally attached hereto as Exhibit 1.

3.

Form 6-K filed February 24, 2006  Question 3.

The Staff has asked us to provide information regarding our valuation of warrants, significant assumptions and amount of expense that will be recognized on the reduction of the exercise price.

RESPONSE:

(a)

Fair Value of Warrants upon reduction of exercise price and extension of  the expiry date:.

We calculated the fair value of warrant at US$.38 using Black-Scholes model and based on the following assumptions:

Strike price:

US$0.50

Share Price:

US$0.45 (closing market price of our common share on January 18, 2006)

Time to expire

1,046 days (from January 18, 2006 to November 30, 2008)

Volatility;

170%

Expected dividend Yield

None

Annual Interest Rate:

5%

(b)

The amount of expense that will be recognized for US and Canadian GAAP purposes:

Based on the valuation of US$0.38, the amount of expense that we will recognize in our third quarter results is approximately US$1.3 million.

Please call me at 416-929-1806 or our counsel, Pamela A. Curran of Messerli & Kramer P.A. at 612-672-3765, with any questions regarding this letter.

Sincerely,

Sd:  Kam Shah

Noble House Entertainment Inc.

By: Kam Shah, Chief Financial Officer

cc:

Clare Erlanger, Division of Corporate Finance

Pamela A. Curran, Esq., Messerli & Kramer P.A.

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

						April 10, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Kam Shah
Chief Financial Officer
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3

Re:	Noble House Entertainment Inc.
	Form 20-F for the year ended June 30, 2005
	Commission file #: 000-50492

Dear Mr. Shah:

We have reviewed your April 6, 2006 response letter and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 20-F for the year ended June 30, 2005

Statement of Shareholders` Equity

1. We note from your response to our prior comment 1 that two
other
transactions occurred during early 2004 which resulted in stock
being
valued at $.05 per share, the exercise of warrants and the
issuance of
shares in settlement of fees owed.   Because these transactions
all
occurred during the same month, and were made with related
parties, it
is unclear how the value of the stock was determined to represent
"fair value."  Please tell us how the Board determined that a
value of
$.05 per share represented fair value.  Also, please tell us if
you
determined that the 1.5 million warrants had any fair value at the
time of the modification to the exercise price ($.25 per share to
$.05
per share) and if so, tell us your accounting for such value under
both Canadian and US GAAP.

Notes to the Financial Statements

Note 4. Investment in Film and Television Programs

2. We note from your response to our prior comment 5 that future
cash
flows were based on a comparison of detailed production budget and
estimated revenues for each title and your analysis provides the
estimated profit by film title.  As previously requested, please
provide us with an analysis showing the estimated cash flows for
each
title used in your impairment analysis as required by paragraph 7
of
SFAS No. 144 and tell us the related assumptions used in
developing
the cash flows.  Also, explain to us the assumptions used to
determine
budgeted amounts and future revenue estimates for each film title
to
the extent these amounts are used in your impairment analysis.
For
each title, also please provide an actual or estimated date the
film
will begin production.  We may have further comment upon receipt
of
your response.

Form 6-K filed February 24, 2006

3. We note your response to our prior comment number 6 but are
still
unclear as to whether any expense will be recognized for US GAAP
purposes for the reduction in exercise price from $1.00 to $.50
per
share that was made on January 18, 2006 with respect to warrants
to
acquire 3.5 million shares of your common stock.  Please tell us
how
you valued the warrants issued for US GAAP purposes including the
significant assumptions used and indicate the amount of expense
that
will be recognized for US GAAP purposes.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Mr. Kam Shah
Noble House Entertainment, Inc.
April 10, 2006
Page 1

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Blank document-portrait

Noble House Entertainment Inc.

47 Avenue Road, Suite 200

Toronto, Ontario M5R2G3

VIA EDGAR SYSTEM

April 6, 2006

Ms. Linda Cvrkel, Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C.  20549

Re:

SEC Comment Letter dated March 9, 2006 on Form 20-F for the year ended June

30, 2005

Commission File No. 000-50492

Dear Ms. Cvrkel:

We are writing in response to the Staff's comments in its second letter to us dated March 9, 2006. We received an initial comment letter from the Staff dated February 13, 2006 which we responded to on February 21, 2006.  Our responses herein follow the order of the comments raised in the March 9, 2006 letter.

1.

Statement of Shareholders' Equity, Question 1.

The Staff has requested further information regarding the nature of a transaction concluded in fiscal 2004, which we referenced in comment 2 of our initial comment letter.

RESPONSE:  On February 17, 2004, Current Capital Corp., a shareholder corporation which held 1.5 million warrants (3 million pre-reverse split warrants) issued on May 13, 2003 and expiring on May 13, 2005 exercised these warrants at an exercise price of $0.05 per warrant and was issued 1.5 million common shares. The exercise price of $75,000 was settled by adjusting against the balance due and note payable to the said shareholder. The original exercise price for the warrants was $0.25 per warrant. However the price was revised down to $0.05 per warrant in a board resolution dated February 17, 2004.

At that time, Mr. Kam Shah was a common consultant acting as the CFO of Current Capital and the CFO of the Company, in each case as an independent contractor. We also advise you that the then-chairman of the Company, Mr. Terence Robinson, was the brother of the sole shareholder and director of Current Capital.

We also advise you that on February 13, 2004, the Company issued 100,000 common shares at $0.05 per share to settle a $5,000 fee charged for accounting services provided by Mr. Shah as CFO.

We have noted the Staff's comments about expanding our notes to the financial statements in future filings to include valuation of shares issued in this and other non-cash transactions with which we intend to comply with in future filings.

2.

Statement of Shareholders' Equity, Question 2.

The Staff has asked us to explain why shares issued on June 13, 2005 were valued at $.10 per share ($.05 prior to the reverse stock split) when we disclosed in Item 9 of our Form 20-F for fiscal year ended June 30, 2005 a trading range of $.535 to $.65 during fiscal 2005.

RESPONSE: On June 13, 2005, we issued 50,000 common shares valued at $0.10 per share for a total value of $5,000 to an independent brokerage firm in settlement of the fee charged for services to obtain a listing and trading symbol for the Company’s common shares on the OTC Bulletin Board.

While the Company's shares began trading on April 27, 2005, only 2,500 shares traded from that date through June 13, 2005, all of which occurred on one day. Additionally, the spread between the bid and ask price was $0.10 and $.55, respectively, a large enough range to suggest an absence of liquidity. The Company believes that the ask price of $.55 was an arbitrary price set by a market maker to test the price of the shares.   Management concluded that because of negligible trading, an arbitrary trading range, and the absence of significant changes in the results of operations or activities of the Company during this period, it would not be appropriate to adopt the prevailing market rate as the fair value of the Company's shares.  The Company believes that the value it used in prior transactions provides a more reliable basis for fair value.

3.

Notes to Financial Statements; Note 4.

The Staff has asked for further information regarding our acquisition of assets in November 2005.

RESPONSE:

a.

 No acquired operational processes.

Our understanding of the seller is that is was incorporated in December 2003, a shortly before our acquisition.  During this period, its efforts included licensing its film library, developing two movie projects, and building up its script library and distribution rights agreements.  To our knowledge, at the time of the acquisition, the seller held the following assets: (a) a film library of 40-50 completed films that were either being licensed or available for licensing under royalty arrangements which we did not acquire, (b) the ten completed scripts that we acquired, and (c) the rights to distribute seven completed theatrical films per distribution agreements that we also acquired.  Of these assets, only the seller's film library assets generated revenue for seller.  No revenues were generated from the assets we acquired, i.e., the scripts and the distribution rights agreements.  The film library was not for sale. The seller did not have capital to commercialize the scripts and the distribution rights agreements.  We acquired these assets because no production or processes had occurred and we could control all aspects of the development, licensing, and distribution rather than obtaining assets subject to existing production or distribution agreements. As a result, there were no operational processes that we  acquired.

b.

Prior Revenue Stream.  As stated above, the acquired assets had no revenue stream prior to our acquisition of them.

1

c.

Attributes.

i)  Physical Facilities.  Seller had no separate office as its principal Damien Lee worked from his home.  The Company has a corporate headquarter and executive office located at 47 Avenue Road, Suite 200, Toronto, Ontario. Additionally, the Company does reimburse Mr. Lee,  for his home office expenses incurred as a consultant to the Company.

ii)  Employees.  We did not hire any of seller's employees.  We did engage two of seller's principals, Damien Lee and Lowell Conn, as consultants to provide technical expertise. Mr. Lee is also a director and CEO of our operating subsidary, Noble House Film and Television Inc. (NHFT).  Mr. Conn is Vice President of NHFT. Both continue to run the seller as well.

iii) Market Distribution System. We did not acquire any distribution system.  The distribution agreements that we acquired merely represent the right to distribute theatrical films. The scripts that we acquired need to produced into commercial films before they can be distributed. With respect to both of these assets, we will need to establish the appropriate channels of distribution for them by identifying distributors, movie houses and other customers who will distribute and show these films through a sales force that we will hire and control.

iv)  Customer Base.  We did not acquire any "proprietary" customer base and we must identify and contract with our own "customers" who will produce, purchase, license and/or distribute our scripts and completed films.

v)  Production Techniques.  We did not acquire any production techniques. We will subcontract out all production of our scripts pursuant to contracts that we negotiate.

vi)  Trade Names.  We did adopt the name "Noble House" which was the name of  the seller from whom we acquired the assets.

U.S. Securities and Exchange Commission

April 6, 2006

Page 2

4.

Notes to Financial Statements; Note 4.

We have noted the Staff's comments about expanding our notes to the financial statements in future filings to include valuation of shares issued in this and other non-cash transactions with which we intent to  comply with in future filings.

5.

Notes to Financial Statements; Note 4.

The Staff has raised a series of questions related to estimated future cash flows of our  titles in determining fair value.

RESPONSE:

a.

Estimate of Future Cash Flows.

Future cash flows of each title was based on a comparison of the detailed production budget for such title and the estimated revenues for such title worldwide, as shown on the June 30, 2005 valuation chart which is supplementally attached hereto as Exhibit 1 (the "Valuation Chart").

b.

Belief that Future Revenues Will be Generated

The Company believes that future revenues will be generated from nine out of ten titles as shown on the Valuation Chart. Since June 30, 2005, the title King of Sorrow was licensed out and production began which is now complete.  The movie is currently in post-production sound and editing which is estimated to be completed around May 2006.  It is anticipated that the movie will be ready for sale at film festivals and other major distribution channels by July 2006.  Additionally, plans are in place to begin production on at least two other titles by June 2007, subject to financing which  the Company believes it will be able to raise based on the successful completion of a movie from one of the titles.

c.

Revenue after June 30, 2005.  The Company has not received any revenue since June 31, 2005 on any title.

d.

Distribution Rights Agreements.

With respect to the Company's distribution rights agreements, the Company's policy is to amortize the net value of $60,000 as of June 30, 2005 over three years, unless early amortization of the full cost is warranted in management's opinion due to any permanent impairment of value. The Company has accounted for such amortization for the first two quarters of fiscal 2006. The Company did receive $7,000 in revenues during fiscal 2006 from its distribution rights.  The Company believes that the balance of the expected valuation will be fully realized.

6.

Form 6-K filed February 24, 2006.

The Staff has asked us to provide information regarding the fair value of warrants we issued on November 18, 2004 and to explain why we reduced the exercise price of such warrants from $1.00 to $.50 on January 18, 2006, ($.50 to $.25 on a pre-reverse stock split basis).

RESPONSE:

(a)

Fair Value of Warrants.  The Company issued these warrants on November 30, 2004 in connection with its acquisition of assets. At that time, there was no value assigned to the warrant.  We are currently working with our auditors to ascertain if any fair value should be assigned to the warrants as of January 18, 2006, the date we reduced the exercise price.  We intend to include our findings in our quarterly financial statements for the quarter ending March 31, 2006, which we will file on a Form 6-K.

(b)

Reduction of Warrant Exercise Price.  The warrant exercise price was a negotiated transaction.  In January 2005, our Board reduced the exercise price of these warrants from $1.00 to $.50 ($.50 to $.25 on a pre-reverse stock split basis) to increase the Company's ability to raise capital. The Company was and still is in the production phase of its scripts and requires financings to support its operations. The Company believes that a warrant exercise price of $.50 is more likely to cause the warrant holder to exercise warrants in the near future.

Please call me at 416-929-1806 or our counsel, Pamela A. Curran of Messerli & Kramer P.A. at 612-672-3765, with any questions regarding this letter.

Sincerely,

/s/ Kam Shah

Noble House Entertainment Inc.

By: Kam Shah, Chief Financial Officer

cc:

Clare Erlanger, Division of Corporate Finance

Pamela A. Curran, Esq., Messerli & Kramer P.A.

-2-

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

						March 9, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Kam Shah
Chief Financial Officer
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3

Re:	Noble House Entertainment Inc.
	Form 20-F for the year ended June 30, 2005
	Commission file #: 000-50492

Dear Mr. Shah:

We have reviewed your February 13, 2006 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 20-F for the year ended June 30, 2005

Statement of Shareholders` Equity

1. We note that your response to our prior comment 2 indicates how
the
fair value of the stock issued in exchange for the debt was
determined.  Please explain to us the nature of the transaction
concluded earlier in fiscal year 2004 which valued the common
shares
at $.05 per share and from which the fair value of the Snapper
debt
conversion was based.  Include in your response whether the
transaction was with an independent third party.  Also, in future
filings, please explain in the notes to your financial statements
how
you valued the shares issued in this transaction and for any non-
cash
transactions.

2. We note from your response to our prior comment 3 that your
common
shares were not quoted or traded on OTCBB until after April 27,
2005.
Please explain to us why the shares issued in the settlement of
fees
on June 13, 2005 were valued at $.10 per share ($.05 prior to the
stock split) when the disclosures in Item 9 of Form 20-F indicate
your
shares were trading at between $.535 and $.65 during fiscal 2005.

Notes to the Financial Statements

Note 4. Investment in Film and Television Programs

3. We note from your response to our prior comment 4 that you
continue
to believe this was an asset acquisition.  Please tell us if any
operational processes related to the acquired assets were acquired
and
if the acquired assets continue to sustain a revenue stream
similar to
that prior to the acquisition.  Also, please tell us if any of the
following attributes remain with the acquired assets after the
transaction:
* Physical facilities
* Any employees
* Market distribution system
* Sales force
* Customer base
* Operating rights
* Production techniques
* Trade names
      We may have further comment upon receipt of your response.

4. We note from your response to our prior comment 5 that the
value
assigned to the assets acquired was based on an independent
valuation
dated November 15, 2004.  In future filings, please clarify your
disclosure in Note 4 to indicate that the valuation was
contemporaneously performed by an independent third party.

5. We note from your response to our prior comment 6, the factors
included in your evaluation of the fair value of the scripts and
distributions contracts at June 30, 2005.  Please tell us, for US
GAAP
purposes, how you estimated the future cash flows of the titles in
determining fair value, as required in paragraph 7 of SFAS No.
144.
Also, please explain to us in detail why you believe future
revenues
will be generated from these assets when no material revenues have
been generated from the assets since they were acquired in 2004.
Include in your response an analysis which shows the amount of any
revenue generated subsequent to June 30, 2005 on a title by title
basis as well as the projected future amounts and the assumptions
for
determining those amounts.

Form 6-K filed February 24, 2006

6. We note from Note 15 to the Financial Statements for the six
months
ended December 31, 2005 that on January 18, 2006 the board
approved a
revision of the exercise price of 3.5 million warrants to US$.50
per
warrant from US$1 per warrant.  Please tell us if you determined
that
the warrants had any fair value at the time of the modification to
the
exercise price and if so, tell us your accounting for such value
under
both Canadian and US GAAP.  Also, please explain why the Company
reduced the exercise price of the warrants.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
??

??

??

??

Mr. Kam Shah
Noble House Entertainment, Inc.
March 9, 2006
Page 1

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<TYPE>LETTER
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<FILENAME>filename1.txt
<TEXT>

						February 13, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Kam Shah
Chief Financial Officer
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3

Re:	Noble House Entertainment Inc.
	Form 20-F for the year ended June 30, 2005
	Commission file #: 000-50492

Dear Mr. Shah:

We have reviewed the above referenced 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 any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 20-F for the year ended June 30, 2005

Item 3 - Key Information
(A)Selected Financial Data

1. Revise to disclose the Company`s revenues and net loss in
accordance with US GAAP for all periods presented. Refer to the
guidance outlined in Instruction 2 to Item 3.A. of Form 20-F.

Statement of Shareholders` Equity

2. We note that in 2004 you issued 750,000 common shares to settle
debt.  Please tell us the original conversion terms of the debt,
if
any.  Also, please tell us in detail how you accounted for this
transaction, including whether you recognized a gain or loss on
the
exchange and why or why not and how that gain or loss was
calculated
for US GAAP purposes.  Please ensure your response addresses your
consideration of APB 26 and FTB 80-1, as applicable under US GAAP.
Additionally, please tell us and explain in the notes to your
financial statements how you valued the shares issued and/or the
related consideration received in this transaction. If the
transaction
was recorded based on the fair value of the shares issued, please
explain how "fair value" was determined.

3. We note from the Company`s consolidated statements of
shareholders`
equity that the Company has been involved in numerous non-cash
transactions during the past two years in which shares of the
Company`s common stock have been issued to various parties in
exchange
for settlement of fees, settlement of debts, and acquisition of
film
and television programs. Please tell us and explain in the notes
to
your financial statements how you valued the shares issued and/or
the
related consideration received in each of these transactions for
both
Canadian and US GAAP purposes. If the transactions were recorded
based
on the fair value of the shares issued, please explain how "fair
value" was determined.  Also, please explain why the shares issued
in
the transactions during 2005 were valued at only $.10 per share
when
the disclosures in Item 9 of Form 20-F indicate your shares were
trading at between $.535 and $.65 during fiscal 2005.

Notes to the Financial Statements

Note 4. Investment in Film and Television Programs

4. We note that during 2005 you acquired assets from an
independent
production house.  We also note your disclosure in the MD&A
section
that immediately following the purchase, the owners of the seller,
together with certain members of their production team joined the
Company and are responsible for the day to day operations of the
NHFT
subsidiary including commercial production, licensing and
distribution
of the various film properties acquired.  For US GAAP purposes,
please
tell us why you believe this was a purchase of assets rather than
the
acquisition of a business as contemplated by Rule 3-05 of
Regulation
S-X and paragraph 9 of SFAS No. 141.  Furthermore, if it is
determined
to be a business combination under US GAAP, please explain why you
believe the Company is the accounting acquirer.  Refer to the
guidance
outlined in paragraph 15 through 17 of SFAS No. 141.

5. Please tell us and revise the notes to your financial
statements in
future filings to explain how the Company determined the initial
values assigned to the scripts and synopses and distribution
contracts
obtained through the issuance of 3,500,000 common shares in
November
2004. As part of your response, please indicate the methods and
significant assumptions used to determine the fair values assigned
to
the assets acquired in this transaction under both Canadian and US
GAAP.

6. Also, given the fact that the Company has generated very
limited
revenues since the acquisition of the scripts, synopses of films
and
distribution contracts for films in November 2004, please explain
in
detail the basis for the Company`s conclusion that its remaining
investment in film and television programs at June 30, 2005 of
$232,500 is not impaired. Explain in detail how the Company
evaluated
this asset for impairment during 2005 under both Canadian and US
GAAP
and tell us the methods and related assumptions used in performing
this analysis. Also, explain why you believe future revenues will
be
generated from these assets when no material revenues have been
generated from the assets since they were acquired in 2004. We may
have further comment upon receipt of your response.

Note 13.  Differences Between Canadian and United States Generally
Accepted Accounting Principles

7. We note that you have made adjustments to the US GAAP net loss
for
2003 and 2004 related to the write down of scripts and lyrics and
production and contract right costs.  Please tell us in further
detail
the nature of each adjustment made to arrive at your net losses as
determined in accordance with US GAAP.  As part of your response,
please explain how the matters were accounted for under Canadian
GAAP
and explain why an adjustment was required in your US GAAP
reconciliation.  Also, please add a disclosure to future filings
explaining each adjustment made to reconcile income (loss) under
Canadian GAAP to income (loss) under US GAAP.   Additionally,
adjustments made to the balance sheets and statement of cash flows
should also be explained in the notes to the financial statements.
Refer to the requirements outlined in Item 17(c)(2) of Form   20-
F.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  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 connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
??

??

??

??

Mr. Kam Shah
Noble House Entertainment, Inc.
February 13, 2006
Page 1

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