SecProbe.io

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						May 19, 2005

Alexei Gavriline
Director and President
Amecs, Inc.
1 Yonge Street, Suite 1801
Toronto, Ontario M5E 1W7
CANADA

Re:	Amecs, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2
	Filed May 11, 2005
	File No. 333-123087

Dear Mr. Gavriline:

	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.  Please be as detailed as necessary in your
explanation.
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Amendment No. 1 to Form SB-2

Use of Proceeds - Page 9
1. We note your response and revision in response to comment 14.
It
is unclear from the disclosure why the introductory paragraph
refers
to proceeds of $80,000 and $180,000 whereas the column headings
refer
to $100,000 and $200,000.  Please revise so that the introductory
paragraph and column headings are consistent, or explain why they
are
different.
2. Explain why you are allocating $20,000 to repay Mr. Gavriline
when
he loaned you $9,985.

Determination of Offering Price - Page 11
3. We note your response to comment 18 and revised disclosure.
Please expand this section to address how you determined the
offering
price, given the fact that in December 2004 your promoter paid $50
for 5 million shares.

Government Regulation - Page 23
4. We note your added disclosure that the company has not
conducted
any research on the areas of law mentioned, has not sought any
legal
advice on the matters and has limited knowledge of the laws and
legal
issues that may adversely affect the business.  Please expand to
address whether the company intends to research and/or seek legal
advice on pertinent laws.  If so, please revise the use of
proceeds
section, as appropriate, to include the associated costs.  If the
company does not plan to research the relevant laws or seek legal
advice, please add a risk factor highlighting this fact and
addressing the risk of liability and costs associated with failure
to
comply with relevant laws.
5. Explain why you believe obscenity laws may affect your
business.

Plan of Operation - Page 23
6. Please discuss how the company plans to establish an office and
how the $5,000 designated for this task will be allocated.
Describe
how the company will handle administrative duties.

Certain Transactions - Page 33
7. We note that the disclosure states that the obligation to Mr.
Gavriline does not bear interest.  Note 5 to the financial
statements, however, indicates that the amount advanced by Mr.
Gavriline bears interest.  Please revise to clarify.

Financial Statements
8. Refer to prior comment 32.  Revise to update the financial
statements as necessary to comply with Item 310(g) of Regulation
S-B
at the effective date.

Statement of Operations - F-3
9. Refer to prior comment 36.  We note that all donated services
provided by your sole officer will be valued and recorded as
donated
capital as a cost of doing business; however you also state that
executive salaries will not be accrued or paid during the next
twelve
months.  Supplementally, please confirm that all employee salaries
will be accrued as incurred and expenses as earned in the
financial
statements.

10. Refer to prior comment 37.  We do not see that the disclosure
was
revised as indicated in your response.  Please revise page 6 to
include the revised disclosure, specifically to more fully explain
what is included in the net loss from operations.

Note 5. Related Party Transactions/Balances - Page F-8

11. We note that the president of the company advanced $9,985 to
the
company during the year.  Please reconcile this with page 10,
which
states you will pay "$20,000 owed to [y]our sole officer and
director."
12. Refer to your response to prior comment 28.  Please tell us
how
management determined the fair value of the shares issued to Mr.
Gavriline.  Compare management`s fair value per share
determination
to the current offering price of $.10 per share.  Tell us about
any
pricing discussion, including the date and the price range
discussed.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Traci Hornfeck at (202) 551-3642 or Angela
Crane at (202) 551-3554 if you have questions regarding comments
on
the financial statements and

related matters.  Please contact Eduardo Aleman at (202) 551-3646
or
me at (202) 551-3800 with any other questions.

      			Sincerely,

      			Peggy Fisher
						Assistant Director

cc (via facsimile):  Conrad C. Lysiak, Esq.

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Alexei Gavriline
Amecs, Inc.
May 19, 2005
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