M POWER ENTERTAINMENT, INC.
                       2602 Yorktown Place
                        Houston, TX  77056
                           832-284-4276



July 25, 2006


United States Securities and Exchange Commission
Attn: Joe Foti, Senior Assistant Chief Accountant
Division of Corporation Finance
Washington, D.C. 20549

Re:     M Power Entertainment, Inc.
        Registration Statement on Form SB-2
        Filed May 19, 2006
        File No. 333-134310

Dear Mr. Foti,

We have reviewed your comment letter dated July 14, 2006 and ask that you see
our responses included herewith.

Financial Statements
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Note 4  - Subsequent Events, page F-4
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Note 9  - Subsequent Events, page F-17
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      1.  SEC Comment:
      We note from your response to our prior comment 2 that the embedded
      derivative meets the criteria for bifurcation under paragraph 16 of SFAS
      No. 133 that must be accounted for at fair value with changes in fair
      value recorded in earnings. In this regard, supplementally tell us how
      you analyzed the embedded derivative under the scope exception set forth
      in paragraph 11(a) of SFAS No. 133.  Also tell us how you applied APBO
      No. 14 and EITF 00-27, if applicable. We may have further comments upon
      receipt of your response.

      1.  M Power response:
      Based on the guidance in SFAS 133 and EITF 00-19, M Power concluded that
      the instrument contained an item that prohibited the company from
      meeting the exception set forth in SFAS 133 - paragraph 11.

      The notes do not contain an explicit limit on the number of shares to be
      delivered in a share settlement.  The number of shares that could be
      required to be delivered to net-share settle the notes is indeterminate,
      therefore, M-Power is unable to conclude that it has sufficient
      available authorized and unissued shares and, therefore, net-share
      settlement is not within the control of the company. Our conclusion was
      that this clause in the instrument requires M Power to apply the rules
      of derivative accounting for the notes and warrants and that EITF 00-27
      does not apply.

M Power Entertainment, Inc.


Sincerely,

/S/ G. F. Kimmons
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G. F. Kimmons - President