SecProbe.io

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March 17, 2005

Mail Stop 05-11

Mr. Richard Reincke, President
Aegis Assessments, Inc.
7975 N. Hayden Road, Suite D363
Scottsdale, AZ 85258

Re:	Form 8-K filed 3/15/05
	File No. 000-50213

Dear Mr. Reincke:

	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. We note your disclosure under Item 304(a)(1)(iv) of Regulation
S-B
relating to disagreements with the former accountant on any matter
of
accounting principles or practices, financial statement
disclosure,
or auditing scope or procedure. With regards to the matter
described
in the second paragraph of your disclosure, please tell us
supplementally the details regarding the transaction(s) in
question,
and provide us with any letters or written communications to and
from
the former accountants regarding the transaction(s) in question.

2.
Please revise the second paragraph of your disclosure to address
each
of the following points:

* Provide a brief description of the nature and dollar amounts of
the
transaction(s) involved, along with the key issues that the
communications with the former accountant and the Commission`s
Chief
Accountant`s Office were intended to resolve.
* Your disclosure states that your former auditor advised you that
as
part of their audit procedures, they would require you to submit a
letter to the Commission`s Chief Accountant`s Office.  Please
disclose for which period the audit procedure referenced in your
disclosure related (e.g.- year ended December 31, 2003 or year
ended
December 31, 2004).  Also, please disclose whether this
represented a
change in audit scope, and if so, briefly describe the reasons
communicated to you as to why such a change was required.  While
consultation with the Division`s Chief Accountant`s Office is
encouraged in cases where the registrant and its auditor are
unclear
regarding the application of accounting principles to a specified
transaction, typically such consultations would not represent a
standard type of audit procedure.
* Revise the disclosure to indicate the exact date on which the
matter was first communicated, either orally or in writing, to
your
new accountant, and the date on which the new accountant was
engaged.
It is unclear from your disclosure whether your new accountant was
consulted regarding the accounting treatment for the
transaction(s)
in question prior to your decision to engage them as your new
accountant.  See Item 304(a)(2)(i) of Regulation S-B.

      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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