SecProbe.io

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								June 17, 2005
Mail Stop 6010

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

Re:	Amecs, Inc.
	Amendment No. 2 to Registration Statement on Form SB-2
	Filed June 8, 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. 2 to Form SB-2

Cover Page
1. Please clarify in the fourth paragraph that Mr. Graviline will
offer and sell the shares on behalf of the company, or use other
language to make clear that he is not selling shares he currently
owns.

Executive Compensation, page 30
2. Given the disparity in offering price and the price Mr.
Gavriline
paid for the 5 million shares, the issuance appears compensatory.
Please revise this section to describe this issuance and why you
believe this disparity should not be included as compensation to
Mr.
Gavriline if that is your position.

Determination of Offering Price, page 11
3. Please revise to include a risk factor discussing the risks
associated with the fact that the offering price was arbitrarily
determined by Mr. Gavriline and bears no relationship to your
assets,
earnings, book value or other criteria of value.

Financial Statements

Note 3.  Common shares, page F-9

4. We note that your sole officer was unwilling to pay more than
$0.00001 per share or $50 for 5,000,000 shares of common stock.
Since your expected offering price is $.10 per share, please
explain
in detail the rationale supporting your estimate of fair value of
the
shares issued to Mr. Gavriline.  Discuss and quantify the impact
on
your fair value of any events which occurred between December 28,
2004, the date the shares were granted, and March 25, 2005, the
date
the SB-2 was filed, to support a fair value below the proposed
$.10
per share price. Please be specific and detailed in your response.

      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.
June 17, 2005
Page 1

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