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

                                 June 6, 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, Amendment No. 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 February 23, 2005 (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.

General

Comment No. 1

The word "company" has been capitalized throughout. Please revise so that it
appears in lower case.

     The word "company" has been changed to lower case throughout.

Comment No. 2

Please ensure the accuracy of the amounts disclosed within the forepart of the
registration statement cross reference to amounts disclosed within the
financial statements. For example, the weighted average number of shares
outstanding in your summary financial information (page 4) at September 30,
2003 (7,315,264 shares) does not reconcile to the corresponding amount in your
interim financial statements on F-l 8 (6,570,974 shares). Please revise as
necessary.

     The amounts disclosed within the forepart of the registration
     statement have been cross referenced to amounts disclosed within
     the new financial statements to ensure their accuracy.

Page 2

Prospectus Cover Page

Comment No. 3

We note that your registration statement registers the resale of 400,000
shares. We also note that there is currently no market for your securities.
Given this, please revise the prospectus, including the cover page and plan of
distribution, to indicate that you will offer your securities at a fixed price
of $0.25 per shares until your securities are quoted on the OTC Bulletin Board
or other specified market and thereafter at prevailing market prices or
privately negotiated prices. See Item 16 of Schedule A to the Securities Act
of 1933 and revise throughout.

     We have revised the prospectus to include the requested disclosure
     on the cover page, in the plan of distribution and elsewhere in the
     prospectus.

Summary Financial Information, page 4

Comment No. 4

Please round per share amounts here, and throughout your prospectus (including
your statements of operations on F-3 and F-18) to the nearest penny, or NIL,
if applicable.

     All per share amounts have now been rounded to the nearest penny,
     as requested.

Comment No. 5

We noted that the working capital balance for December 31, 2003 was calculated
utilizing total assets. Working capital should be calculated using current
assets. Please revise as necessary.

     Working capital has now been calculated using current assets.

Risk Factors, page 4

Comment No. 6

The narrative to risk factor 1 beginning with "Our business plan assumes that
compatible toner remanufacturing providers will be interested in partnering
with us" seems to discuss a risk distinct from the subheading. Each subheading
should discuss only one risk. Please revise to include an additional
subheading,

     The risk factor has been separated from risk factor 1 under the
     subheading "WE MAY BE UNABLE TO MAKE ACQUISITIONS IN THE TONER
     RE-MANUFACTURE MARKET."

Page 3

Comment No. 7

In prior comment 7, we noted that several of your risk factor subheadings
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 risk should occur. Revise your
subheadings to present the risks you are addressing in concrete terms. For
example, we note that risk factors 2, 3 and 5 do not clearly state the risks
and potential consequences to an investor and should be revised accordingly.

     We have revised the subheadings referred to in this comment to
     more clearly state the particular risk and the consequences
     that may result if that risk should occur.

Comment No. 8

Please quantify the dollar amount by which payments are past due as referenced
in risk factor 2.

     The amount of the payments that are past due is now disclosed
     as requested.

Comment No. 9

Risk factor 3 is generic and could apply to any company. Please provide the
material and specific risks posed should the company lose any member of its
management team or consider relocating this disclosure to a more appropriate
section of the prospectus.

     The disclosures that were previously included in this risk
     factor have been moved to the Management section.

Management's Discussion and Analysis, page 8

Comment No. 10

We note your supplemental response regarding Rule 419 and request that you
affirmatively state in the prospectus that you are not a blank check company
and that you do not have any intentions to acquire another company and/or
become a vehicle for a reverse acquisition.

     An affirmative statement that the company is not a blank check
     company and that it has no intention of becoming a vehicle for
     a reverse acquisition has be added at the end of the discussion
     under the subheading "Overview" in the MD&A section.  As is fully
     discussed in the prospectus, the company does intend to acquire
     companies in the toner remanufacture market.

Page 4

Overview

Comment No. 11

After reviewing your MD&A and Business sections, we are unclear as to whether
you intend to continue offering office equipment service and maintenance in
addition to entering the toner cartridge market. Please clarify. If you do
intend to continue offering office equipment service and maintenance, will you
do so only for existing customers or do you plan, to seek out new business? In
this regard, we note disclosure on page 9 that cost of sales for service and
maintenance has increased and that this has had an adverse affect on your
results of operations as well as the disclosure on page 12 that management has
not focused its efforts on securing more service revenue. Please clarify
throughout whether you intend to exit the office equipment service and
maintenance sector entirely and focus your efforts on the toner market or
whether your plan of operations contemplates continuing with both lines of
business.

     Revisions have been made in the MD&A and Business sections to
     make it clearer that the company intends to continue its efforts
     in the office equipment service and maintenance sector.  The
     company will offer toner only, toner with bundled service as well
     as general maintenance contracts for all other office equipment.
     The company believes that through the core customer relationship
     established through the toner sales, it will be positioned to
     offer its existing office equipment services in the future.

Comment No. 12

In the last paragraph of this subheading, you state that the revenue range of
the companies you intend to acquire will be between $1 and $3 million annually
and that you expect gross margins in the 35% to 45% range and operating income
in the 20% to 25% range. Please reconcile these figures with the figures
provided on page 19 under "Profile of a Typical Distributor/Re-Manufacturer
After Acquisition."

     The figures under "Profile of a Typical Distributor/Re-Manufacturer
     After Acquisition" have been revised to be consistent with the
     discussion under the subheading "Overview."

Liquidity and Capital Resources

Comment No. 13

Please update the disclosure regarding the amount owed your providers to the
latest practicable date and amount.

     The disclosure regarding the amount owed the company's providers
     has been updated to April 30, 2005, which is the latest practicable date.

Page 5

Comment No. 14

Per prior comment number 37, please allocate the amounts necessary over the
next 12 months to cover all budgeted expenses deemed material. Discuss the
anticipated milestones in implementing your plan of operation and the time
frame for beginning and completing each.

     Additional disclosures have been added concerning the amounts
     needed over the next twelve months and the related milestones
     and time frame, as requested.

Comment No. 15

Per prior comment number 40, fully discuss all debts owed by the company. Such
disclosure would include the identify of the parties, the principal amounts
outstanding., time to maturity, interest rates and all efforts undertaken or
planned to satisfy payment obligations. File all material notes as exhibits.

     We have added additional details concerning the company's debts,
     as requested.  The only material notes outstanding are the
     convertible notes that have been issued in the private offering.
     The form of the convertible notes was previously filed as Exhibit
     10.4 to the registration statement.

Business, page 14

Business Strategy

Comment No. 16

We note the statement that "American TonerServ sells its service agreements
and time and material programs through Xerox Corporation...." We also note
your response number 12 to our letter dated December 30, 2004 where you state
the company is no longer actively soliciting business from Xerox. Please
reconcile as necessary. In doing so, update the disclosure under "Major
Customers" as appropriate.

     The paragraph has been expanded to include disclosure that
     the company does not actively solicit business from Xerox.

The Market for Toner and InkJet Cartridges

Comment No. 17

Please provide us with marked copies of all of the market studies to which you
make reference throughout the prospectus. We assume that all referenced
reports are generally available at no charge or for a de minimis payment.
Please advise.

     The market studies previously referred to in the prospectus are
     only available for charges that are more than "de minimis."  As
     a result, we have deleted the references to the market studies.

Page 6

Legal Proceedings

Comment No. 18

We note that interest, attorneys' fees and "other damages'* are being sought
in addition to the $58,500. If material please disclose what these amounts
are.

     The legal actions have all been settled.  Appropriate information
     concerning the settlements has been added.

Summary Compensation Table, page 24

Comment No. 19

Please update this disclosure through the end of the last completed fiscal
year. See Item 402 of Regulation S-B.

     The compensation table has been updated through the year ended
     December 31, 2004.

Employment Arrangements, page 25

Comment No. 20

Briefly elaborate on the stock compensation plan to be awarded Mr. Klinger
based upon acquisition target identification, qualification and transaction
execution.

     The stock compensation plan has been eliminated and a new
     compensation arrangement has been established in connection with
     Mr. Klingler becoming the company's full time CEO.  The new
     compensation arrangements are now disclosed in detail.

Certain Transactions, page 28

Comment No. 21

With respect to the private offerings, please reconcile the period of time and
dollar amount raised in the private offerings to the disclosure in Item 26,
Recent Sales of Unregistered Securities.

     The discussion of the private offerings is now consistent with
     the disclosures in Item 26, Recent Sales of Unregistered Securities.

Financial Statement Comments Note 1. Summary of Significant Accounting
Policies

Revenue Recognition, F-7

Comment No. 22

We read your response to comment 75 regarding revenue recognition under SAB
104 and your reference to question 2 in section (f) of that guidance. We noted
from your disclosure on page 9 that your customers generally pay monthly or

Page 7

quarterly in advance, presumably for your full service maintenance contracts.
Considering the payment arrangements with your customers, it appears your
accounting treatment upon the initial signing of your contracts (debit to
contracts outstanding and credit to deferred revenue) is inconsistent with
GAAP. Please revise to remove this gross up accounting.  Please also discuss,
and disclose, how customer cancellation rights are considered with respect to
revenue recognition.

     The staff is supplementally informed by the company as follows:

     Part 1

     In light of the staff's comments, it has re-examined the nature
     of its annual contracts with respect to GAAP compliance.  The
     contracts are not cancelable in the first year of service.
     Thereafter, contracts are renewed on an evergreen basis for
     subsequent 12 month periods.  However, upon renewal, the contracts
     are cancelable with a 60-day notice provision.  Rather than
     distinguishing between new and renewed contracts, the company had
     maintained a practice that upon customer renewal it debits Contracts
     Outstanding and credits Deferred Revenue for the full value of the
     annual contact.  There was no profit/loss impact on this accounting
     policy but it does affect assets and liabilities.  The company has
     changed its accounting policy to comply with GAAP on this matter and
     accordingly is no longer debiting the contracts outstanding and
     crediting the deferred revenue upon renewal of a contract.  Rather
     upon quarterly billing accounts receivable is debited for the three
     month billing amount with the offset to deferred revenue.  Deferred
     revenue is recognized on the straight line method of accounting over
     the quarterly period.  These changes have been made to the company's
     audited and reviewed financial statements in the SB-2 filing.

     Part 2

     If a customer cancels a contract for any reason, advance payments
     on the full service contracts wherein service has not been rendered
     are refunded after the 60-day notice period.  If the cancellation
     occurs in mid-month, the terminations are effective at the start
     of the next month.  Therefore, there is no profit or loss impact
     with respect to cancellation rights and revenue recognition (since
     all revenue is recognized monthly).

     The journal entry below illustrates an example of a $1,000 per month
     annual contract wherein the company has a cancellation during the
     second month of service.

     Original Entry to record the receipt of the quarterly advance payments:

     Debit Cash    $3,000
               Credit Deferred Revenue $3,000

     At the end of month 2, the company would have recognized $2,000 in
     revenues ($1,000 per month). The journal entry is a debit to Deferred
     Revenue and a credit to Service Revenue.  At the time of cancellation,
     the company's journal entry is:

Page 8

     Entry at the Time of Customer Cancellation:

     Debit Deferred Revenue $1,000
               Credit Cash   $1,000

     Through the company's current accounting method, there is no revenue
     or profit impact relating to customer cancellations.

Comment No. 23

We have reviewed your supplemental response to comment 77 regarding your
consideration of EITF 00-21 for recognition of toner cartridge revenue. In
light or your response, as well as other disclosures made throughout your
registration statement,