Mail Stop 3561
        April 5, 2006

Mitchell Stough, CEO
Omninet Media Corporation
1355 E. Balboa Blvd., Suite A
Newport Beach, CA 92661

Re: Omninet Media Corporation
 Item 4.01 Form 8-K
      Filed March 29, 2006
 File No. 0-28935

Dear Mr. Stough:

      We have reviewed your filing and have the following
comments.
The review was limited to the Item 304 disclosures and additional
comments may follow at a later time concerning the other matters
included in the Form 8-K. 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 more information so we may better understand your
disclosure.
After reviewing this information, we may 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 us at the telephone numbers listed
at
the end of this letter.

Form 8-K Item 4.01

      Revise to provide the disclosures required by Item 304(a)(1)
of
Regulation S-B or tell us why you believe this disclosure is not
required.  You should also include a letter from your former
auditor
addressing your disclosures as an exhibit to your Form 8-K/A.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

 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 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 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.

      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.

 If you have any questions, please call Babette Cooper at
(202)
551-3396.

       Sincerely,



       Babette Cooper
       Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE