United States securities and exchange commission logo





                              September 17, 2021

       G. Reed Petersen
       President
       Entertainment Holdings, Inc.
       3625 Cove Point Dr.
       Salt Lake City, Utah 84109

                                                        Re: Entertainment
Holdings, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form 10-12g
                                                            Filed September 3,
2021
                                                            File No. 000-56317

       Dear Mr. Petersen:

              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 these comments 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
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amended Registration Statement on Form 10-12g filed September 3, 2021

       Item 5. Directors and Executive Officers, page 22

   1.                                                   We partially reissue
comment 2. Please describe the business experience during the past
                                                        five years of Mr. G.
Reed Petersen, as required by Item 401(e) of Regulation S-K,
                                                        including prior and
current involvement with blank check companies. For example, we
                                                        note Mr. Peterson is
involved with Victoria Lake, Inc. Please disclose his prior
                                                        performance history
with such companies, including:
                                                            The company's name;
                                                            His relationship
with the company;
                                                            Whether the company
has engaged in a business combination;
                                                            Whether the company
registered any offerings under the Securities Act; and
                                                            Whether any
transaction resulted in termination of his association with any blank
                                                             check or shell
company, including the date of such transaction, the nature and dollar
 G. Reed Petersen
Entertainment Holdings, Inc.
September 17, 2021
Page 2
              amount of any consideration received, the amount of any retained
equity interest, and
              the identity of any successor entity.

         Please also discuss the specific experience, qualifications,
attributes or skills that led to the
         conclusion that Mr. Petersen should serve as a director as required by
Item 401(e). Please
         clearly identify Mr. Petersen as a promoter. See Item 401(g).
2.       We reissue comment 3. We note the amended disclosure of possible
conflicts of interest
         with Myson Inc. on page 8 and on page 22. Please provide disclosure of
the specific
         conflicts of interest, specifically identifying the nature of the
conflict between this
         business and any specifically identified other businesses.
Item 10. Recent Sales of Unregistered Securities, page 24

3.     We reissue Comment 4. Please revise to provide the disclosure required
by Item 701 of
       Regulation S-K for the issuance of securities in the domiciliary merger
and the holding
       company parent/subsidiary formation, as referenced in footnote one to
the financial
       statements. In addition, we note that Mr. Petersen became the sole
officer and director in
       June 2021, at the same time as the reorganizational activities
referenced above. Please
       provide clear disclosure of the transaction(s) through which Mr.
Petersen obtained shares
       in the company. It appears that the reorganization and the resulting
change in the nature
       of the shareholders    investment may constitute a    sale    under
Section 2(a)(3) of the
       Securities Act. For guidance, please see Section 203.02 of our
Compliance and
       Disclosure Interpretations (Securities Act Sections), which is available
       at https://www.sec.gov/corpfin/securities-act-sections. Please provide
your analysis with
       specific facts regarding the reorganization and the number and type of
Entertainment
FirstName LastNameG. Reed Petersen
       Holdings, Inc.   s shareholders. Alternatively, tell us the section of
the Securities Act or the
Comapany
       rule NameEntertainment     Holdings,
            of the Commission under    whichInc.
                                              exemption from registration was
claimed and state
       the facts
September        reliedPage
            17, 2021    upon2 to make the exemption available.
FirstName LastName
 G. Reed Petersen
FirstName LastNameG.
Entertainment Holdings,Reed
                       Inc. Petersen
Comapany 17,
September NameEntertainment
              2021            Holdings, Inc.
September
Page 3    17, 2021 Page 3
FirstName LastName
        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.

        You may contact William Demarest at 202-551-3432 or Robert Telewicz at
202-551-
3438 if you have questions regarding comments on the financial statements and
related
matters. Please contact Gregory Herbers at 202-551-8028 or Pam Howell at
202-551-3357 with
any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction
cc:      Jacob Heskett