SecProbe.io

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                               Krys Boyle, P.C.
                               Attorneys at Law
Telephone                   Suite 2700 South Tower                  Facsimile
(303) 893-2300              600 Seventeenth Street             (303) 893-2882
                         Denver, Colorado  80202-5427

                               January 31, 2005

John Reynolds, Assistant Director
Office of Emerging Growth Companies
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W., Mail Stop 05-11
Washington, D.C.  20549

     Re:  American TonerServ Corp. (formerly named "Q MATRIX, Inc.")
          Registration Statement on Form SB-2
          File No. 333-120688

Dear Mr. Reynolds:

     This letter will serve as a response and/or explanation with respect to
the comments in your letter dated December 30, 2004 (the "Comment Letter")
regarding  American TonerServ Corp., formerly named "Q MATRIX, Inc."
("American TonerServe" or the "Company").  The entire text of the comments
contained in your comment letter has been reproduced in this letter for ease
of reference.  A response to each comment is set forth immediately below the
text of the comment.

Prospectus Cover Page
---------------------

Comment No. 1
-------------

     Please provide pricing information on the front cover of the prospectus.
If a fixed price has yet to be determined, please note that Item 501(a)(8) of
Regulation S-B requires that there be a bona fide estimate of the range of the
maximum offering price.

          The Company does not intend to circulate the preliminary
     prospectus.  The language called for by Item 501(a)(10) of
     Regulation S-B that was included on the cover page of the initial
     filing has been deleted to avoid this inference.   However,
     additional pricing information has been added on the front
     cover page in response to this comment.

Comment No. 2
-------------

     Please provide the dealer prospectus delivery obligation on the outside
back cover page of the prospectus as set forth in Item 502(b) of Regulation
S-B.

          A back cover page to the prospectus has been added which
     includes the requested language.

Page 2

Prospectus Summary, page 2
--------------------------

Comment No. 3
-------------

     Revise the introductory paragraph to indicate that you are describing the
key or most significant aspects of the offering. Likewise, indicate in the
introductory paragraph of "Risk Factors" that you are discussing all material
risks in that section.

          The introductory paragraph to the prospectus summary has been
      revised, as requested.

Comment No. 4
-------------

     Please include summary financial information in this section. Indicate as
well that your auditors have expressed substantial doubt as to your ability to
continue as a going concern.

          Summary financial information and a disclosure concerning
     the going concern qualification have been added to the prospectus
     summary.

Comment No. 5
-------------

     We note that you have agreed to pay the expenses related to this
offering. Please disclose the amount of these expenses both here and in the
Plan of Distribution section.

          The estimated amount of the expenses has been added to the
      prospectus summary and the plan of operations.

Risk Factors, Page 3
--------------------

Comment No. 6
-------------

     You should present as risk factors only those factors that represent a
material risk to investors in this offering. Some of your risk factors appear
generic and could apply to any company within your industry as well as other
industries. We note, in particular, risk factors 5 and 9. Please revise this
risk factor to clearly reflect the specific material risk to your company and
your investors.

          The risk factor section has been substantially revised in
     response to this comment and the comments that follow.

Comment No. 7
-------------

     In most of your risk factor subheadings, you allude to a risk but do not
clearly state the material risk to investors. Generally, the subheading should
clearly state the particular risk and the consequences that may result if that

Page 3

risk should occur. In addition, stating in the subheading that the risk may
"adversely affect " your business or have an "adverse " effect on operations
does not adequately address the material risk to investors.  Revise your
subheadings to present the risks you are addressing in concrete terms.  For
example, we note that risk factors 1-5 and 7-11 do not clearly state the risks
and potential consequences to an investor and should be revised accordingly.

          Many of the subheadings have been revised to more clearly
     state the risk addressed.

Comment No. 8
-------------

     Please avoid the broad conclusion you reach in many of your risk factor
narratives that the risk would have a material adverse effect on your business
or operations or that your financial condition could be materially adversely
affected. Instead, replace this language with specific disclosure of how your
business and operations in particular would be affected. See, for example,
risk factors 3, 4, 6, 7, 8 and 10.

          The risk factor discussions have been revised to include more
     specific disclosures about the effect on the Company's business
     and to eliminate broad conclusions.

Comment No. 9
-------------

     Please disclose the number of claims that have been filed against you as
referenced in risk factor 3 and the amount of the various judgments sought.
Update as to the status of these. You state that you believe you can settle
these matters without adversely affecting your operations. Provide the basis
for this belief.

          This risk factor has been revised to include the additional
     information requested.

Comment No. 10
--------------

     We note reference to "required funds" in risk factor 5. Please disclose
the amount of funds you will require.

          The amount of funds needed is now disclosed in this risk factor.

Comment No. 11
--------------

     We note the reference to "required funds" in risk factor 5. Please
disclose the amount of Funds the company will require to conduct its
operations for the next 12 months. See Item 303 Reg. S-B.

          The amount of funds needed to conduct operations for the next
     twelve months has been added to the risk factor.

Page 4

Comment No. 12
--------------

     Please advise supplementally the reason Xerox Corporation will no longer
market your service agreements to their customers and why there is no
assurance why Xerox will continue to do business with the company in the
future.

          The risk factor relating to the Company being dependent on
     Xerox has been eliminated. In the past, the Company generated a
     significant amount of the revenue from the Xerox relationship.
     These revenues represented 34% and 48% of our revenues for the
     years 2003 and 2002, respectively. During these years, the Company
     actively solicited business from Xerox.  With the repositioning
     of the Company to focus on the toner cartridge market, the Company
     no longer actively solicits business from Xerox.

Comment No. 13
--------------

     Given that you will need to raise additional funding, please include a
risk factor addressing the dilutive affects this will have on new and existing
shareholders should you raise this funding through the issuance of your
securities.

          A new risk factor describing the dilutive effects of future
     sales of common stock has been added, as requested.

Comment No. 14
--------------

     We note the disclosure in risk factor 1, that we do not believe we can
achieve profitability until we obtain additional financing and start acquiring
other companies. Given the financial condition of this company please explain
in detail your specific business plan and the means in which the company can
make such acquisitions. In addition, please disclose if there are any
preliminary agreements or understandings with respect to any acquisitions.

          Additional information about the Company's business plan has
     been added.  There are no preliminary agreements or understandings
     with respect to any acquisitions.

Comment No. 15
--------------

     Please fully explain in detail this change in business strategy in the
management discussion and analysis and elsewhere as appropriate. Upon receipt
we may have additional comments.

          The change in business strategy is now discussed the
     management's discussion and analysis section.

Comment No. 16
--------------

     Given the recent change in business strategy, please provide by
supplemental letter an analysis as to why Rule 419 does not apply.

Page 5

          A supplemental letter from Krys Boyle, P.C. addressing Rule
     419 is being provided to you.

Management's Discussion and Analysis, page 7
--------------------------------------------

     Overview
     --------

Comment No. 17
--------------

     The purpose of an "Overview" subheading is to provide investors with an
executive level introduction of The Company, Inc. and the matters with which
management is concerned primarily in evaluating the company's financial
condition and operating results. As such, a good introduction would include
the following: the economic or industry-wide factors relevant to the company;
a discussion of how the company earns revenue and income; the identity of the
company's primary business lines, location(s) of operations, and principal
products and services; and insight into material opportunities, challenges,
risks, and material trends and uncertainties. In providing this information,
it is important that it not merely duplicate what may be in other parts of the
MD&A section or in the Business section of the prospectus. In this regard,
consider supplementing this "Overview" section to include an introduction of
the industry-wide factors that management views as most relevant to the
company. Discuss the company's various operating segments and briefly discuss
how each segment generates revenues for the company and the primary services
and product lines offered by each. In doing so, discuss the various contract
arrangements and terms offered by the company to clients and the financial
impact that each type has had on your results of operations. Finally, and to
the extent known, provide insight into challenges, risks and opportunities of
which management is aware and discuss any actions being taken to address the
same. This latter point seems especially significant given the company's
recent transition to remanufactured toner cartridges, your proposed
distribution network, your proposed acquisition strategy and your apparent
difficulty in raising cash. For a more detailed discussion of what is expected
in both this subheading and the MD&A section in general, please refer to:
http://www. sec. gov/rules/interp/33-8350.htm.  See also, Item 303 of
Regulation S-B.

          The "overview" portion of the MD&A section has been substan-
     tially revised in response to this comment.

     Results of Operations
     ---------------------

Comment No. 18
--------------

     Please revise to describe your "roll-up" acquisition strategy and the
potential impact this may have on your results of operations and financial
position. Discuss whether any acquisitions are probable. Please note that
financial statements are required to be filed in the registration statement
for acquisitions that are probable and significant. Refer to Item 310(c) of
Regulation S-B.

          The "roll-up" strategy and the potential impact this will have
     on our results of operations is now discussed in the "overview" and
     "results of operations" portions of the MD&A.

Page 6

Comment No. 19
--------------

     Please revise to describe clearly the specific nature of your
revenue-generating activities. As indicated below in our financial statement
comments, it is not clear if you are the primary obligor in your service and
product arrangements or if you are functioning as an agent for third-party
service providers or product vendors.

          The specific nature of our revenue-generating activities is
     now described on the "overview" section of the MD&A.  A statement
     that we are the primary obligor for the service agreements has
     also been added to the overview.

Comment No. 20
--------------

     Please revise to discuss service revenue separately from product sales
and the related cost of services and cost of products sold. Discuss service
margins and product sale margins separately as well if material to an
understanding of the business as a whole.

          The "results of operations" discussion has been revised to
     discuss service and product revenues, related costs and gross
     margins separately.

Comment No. 21
--------------

     Please revise to explain why annual service contracts have not been
renewed in light of your disclosure that many longtime customers continue to
request service. Discuss also the reasons for the "continued erosion" of the
service contract business and why you opted to switch to the toner segment of
the market.

          The "results of operations" discussion has been revised to
     describe the primary reasons for non-renewal of and erosion of some
     service contracts.  Our reasons for focusing on the toner segment
     of the market are described in the "overview" section.

Comment No. 22
--------------

     Please ensure to quantify separately the effect of each causal factor
that you cite for material changes in your financial statement amounts, as
required in Financial Reporting Codification Section 501.04.

          We have now quantified the amount of each causal factor in
     discussing material changes in our financial statements.

Comment No. 23
--------------

     Expand to discuss the changes in material components of general and
administrative expenses.

Page 7

          The material changes are now described in greater detail in
     the "results of operations" discussion.

     Comparison of Year Ended 12/31/2003 to Year Ended 12/31/2002
     ------------------------------------------------------------

Comment No. 24
--------------

     Please explain the reason for the $500,000 drop in annualized service
contracts. We note that there were $1.4 million of contracts in force as of
December 3 1, 2003. Please compare this amount to 2002.

          The drop in annualized service contracts is now discussed
     under "results of operations."

Comment No. 25
--------------

     We note that many of the annual service contracts are not being renewed.
Please explain the reason for this.

          The reasons for non-renewal of some of the service contracts
     are now discussed under "results of operations."

Comment No. 26
--------------

     Please identify the high profit margin customer that was lost in mid 2002
and the reason for the loss.

          The identity of the high profit margin customer and the
     reasons for the loss of this customer have been added the "results
     of operations" discussion.

Comment No. 27
--------------

     Please explain the reason the drop in selling, general and administrative
expenses for 2003. Discuss Sales and Marketing expense separate from General
and Administrative expense.

          The reasons for the drop in  selling , general and adminis-
     trative expenses have been added to the "results of operations"
     discussion.

Comment No. 28
--------------

     Please explain the statement that management is "confident that the
remaining staff represents the core the Q Matrix competency."

          This statement has now been deleted.

Page 8

     Comparison of the Nine Months Ended 9/30/2003 to the Nin