SecProbe.io

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March 25, 2005

Mail Stop 05-11

Mr. Michael W. Kinley, President
Auteo Media, Inc.
101 - 4181 Norfolk Avenue
Burnaby, BC, Canada
V6C 3A6

Re:	Form 8-K filed 3/16/05
	File No. 000-27229

Dear Mr. Kinley:

	We have reviewed your 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.  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 the applicable staff person at the
telephone number listed at the end of this letter.

1. Please revise the first paragraph of your disclosure to
specifically state whether the former accountant resigned,
declined
to stand for re-election or was dismissed and state the specific
date
of the action as required by Item 304(a)(1)(i) of Regulation S-B.
Please also indicate whether the board of directors recommended or
approved the decision to change accountants.

2. We note the second paragraph of your disclosure.  It is unclear
why your disclosure includes a reference to your former
accountant,
since the disclosure required under Item 304(a)(2) of Regulation
S-B
relates to consultations with the new accountant.  Please revise
your
disclosure to clarify that the matters described in this paragraph
pertain to the new accountant.

3. We note the third paragraph of your disclosure.  Please revise
the
disclosure to also include a reference to the interim period prior
to
the dismissal or resignation of your former accountant.

4. We note the fourth paragraph of your disclosure.  Please revise
your disclosure to conform with the exact wording in Item
304(a)(1)(ii) of Regulation S-B, which requires you to disclose
whether the former accountant`s report on the financial statements
for either of the past two years contained an adverse opinion, a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles; and to describe
the nature of each such adverse opinion, disclaimer of opinion,
modification or qualification.  Please note that the disclosures
required under Item 304(a)(1)(ii) of Regulation S-B are required
relating to the former accountant`s audit reports for the past two
years, not just the report for the most recent year which may
refer
to both years, as is currently indicated by your disclosure.  If
applicable, you may elect to provide the disclosure required under
Item 304(a)(1)(ii) using language similar to the following
example:
"[The former accountant`s reports] for each of the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope
or
accounting principles, except that the reports for both years were
qualified as to uncertainty regarding the Registrant`s ability to
continue as a going concern."

5. We note the fifth paragraph of your disclosure.  Please revise
the
disclosure to refer to the relevant portions of Regulation S-B.

6. We note the sixth paragraph of your disclosure, and Exhibit 16
to
your report.  However, the exhibit provided by the former
accountant
appears to be a letter confirming its dismissal, which does not
address the requirements of Item 304.  Please obtain and file an
updated Exhibit 16 letter from the former accountants stating
whether
the accountant agrees with your revised Item 304 disclosures, or
the
extent to which the accountant does not agree.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`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 registrant acknowledging that:
* the registrant 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 registrant 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.

Direct any questions regarding this letter to Carlton Tartar at
202.942.2847.

						Sincerely,

						Carlton Tartar
						Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

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