PUNCHLINE ENTERTAINMENT INC.
55 Bloor Street E, Suite 1205
Toronto, Ontario, Canada M4W 1A9
Telephone and fax: (416) 619-0611
January 20, 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 #3 to Form SB-2 on Form S-1 - File No. 333-146934
Further to your additional verbal comment regarding the above noted filing, we have today filed a revised post-effective amendment. In accordance with your comment, we have revised the sections on the prospectus cover page and in the section entitled “Selling Security Holders” to indicate that we originally registered 1,000,000 shares of our common stock for resale pursuant to a registration statement on Form SB-2 that was declared effective on January 17, 2008. Pursuant to that registration statement, our selling shareholders sold 800,000 shares. Accordingly, we are re-registering the remaining 200,000 shares of common stock that were not sold pursuant to that registration statement.
Yours truly,
/s/ Kathryn Kozak
Kathryn Kozak, President
PUNCHLINE ENTERTAINMENT INC.