March 7, 2005

Stop 03-06


Mr.  John J. Cousins
Vice President, Finance
Advanced Optics Electronics, Inc.
8301 Washington N.E., Suite 5
Albuquerque, NM 87113

Re: 	Advanced Optics Electronics, Inc.
	Form 8-K filed 3/4/05
	SEC File No. 0-24511



Dear Mr.  John J. Cousins:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your documents 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.

1. The Form 8-K is to be dated as of the date of the earliest
event
reported.  The earliest event reported in your recent Form 8-K is
the
effective date of the dismissal of Singer Lewak Greenbaum &
Goldstein
LLP, which was February 25, 2005.  Please amend your Form 8-K
accordingly.

2. When you engage a new accountant, please report the engagement
in
a new Form 8-K and comply with the requirements of Regulation S-K
Item 304 (a)(2).  In making any disclosures about consultations
with
your new accountants, please ensure you disclose any consultations
up
through the date of engagement.

Exhibit 16:

3. Please file a letter from your former accountant, indicating
whether or not they agree with your disclosures in the Form 8-K.

4. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.


..	.	.

	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.
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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company 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.

	The supplemental response and filing should be filed in
response
to these comments within 5 business days of the date of this
letter.

	Any questions regarding the above comments may be directed to
myself at (202) 942-2812.

							Sincerely,



							Dennis C. Hult
							Staff Accountant
??

(..continued)







Mr.  John J. Cousins
Advanced Optics Electronics, Inc.
March 7, 2005
Page 2