PUNCHLINE ENTERTAINMENT INC.
55 Bloor Street E, Suite 1205
Toronto, Ontario, Canada M4W 1A9
Telephone and fax: (416) 619-0611
January 8, 2010
U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Shonda DeLong
Dear Sirs:
Re:
Post-Effective Amendment #1 to Form SB-2 on FormS-1 - File No. 333-146934
Further to your additional verbal comments regarding the above noted filing, we have today filed a revised post-effective amendment and respond as follows:
1.
We confirm that since October 17, 2008, the date that our registration statement on Form SB-2 became stale, no sales of the securities thereby registered have occurred.
2.
We have revised the number of shares being registered for resale pursuant to the post-effective amendment to 2,000,000 post-split shares of common stock. On a pre-split basis, these shares were all registered in our original Form SB-2 filing, but were not sold when that registration statement was effective.
Yours truly,
/s/ Kathryn Kozak
Kathryn Kozak, President
PUNCHLINE ENTERTAINMENT INC.