SecProbe.io

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   Filed by Automated Filing Services Inc. (604) 609-0244 - Balsam Ventures, Inc. - Corresp

     O’Neill Law Group PLLC

     435 Martin Street, Suite 1010

      Blaine, WA  98230

     Stephen F.X. O’Neill*

     Telephone:
     360-332-3300

     Christian I. Cu**

     Facsimile:
     360-332-2291

    Conrad Y. Nest *

     E-mail:
     cic@stockslaw.com

     File # 4205

    September 8, 2005

    VIA EDGAR &

      FAX-202-772-9209

THE UNITED STATES SECURITIES

  AND EXCHANGE COMMISSION

  Division of Corporation Finance

  100 F Street, N.E.

  Mail Stop 4561

  Washington, D.C. 20549

Attention:    Robert F. Telewicz, Jr.,
  Staff Accountant

Dear Sirs:

    RE:
    BALSAM VENTURES, INC. (the “Company”)

    -
    SEC File Number 000-32011

    -
    Item 4.02 Form 8-K filed on May 17, 2005

We write on behalf of the Company in response to your comment
  letter dated August 12, 2005 regarding the Company’s above-referenced
  Form 8-K filing (the “Comment Letter”).

Our responses herein are based on the factual information provided
  to us by the Company. Paragraph numbering used for each response corresponds
  to the numbering used in the Comment Letter. Capitalized terms used herein and
  not defined, have the same meanings given such terms in the Form 8-K.

FORM 8-K

    1.
    WE HAVE CONSIDERED YOUR RESPONSE TO OUR PRIOR
        COMMENT. WE NOTE IN YOUR RESPONSE THAT YOU HAVE ADOPTED NEW GUIDANCE WHICH
        WAS ISSUED IN EARLY 2005 WITH RESPECT TO YOUR CONVERTIBLE NOTES WITH BENEFICIAL
        CONVERSION FEATURES. PLEASE RESPOND TO US CITING THIS GUIDANCE, AND HOW
        IT AFFECTED YOUR INTERPRETATIONS OF EITF’S 98-5 AND 00-27.

      In response to this comment, the Company has informed
        us that it did not rely upon new guidance in determining that the principles
        set out in EITF’s 98-5 and 00-27 should be applied when accounting
        for the beneficial conversion features attached to the convertible notes
        issued by the Company in October, 2003. To clarify, prior to its decision
        to apply the principles set out in EITF’s 98-5 and 00-27, the Company
        believed that there was considerable uncertainty and divergence in practice
        regarding the application of the principles set out therein, particularly
        as they relate to accounting for the amortization of debt discounts arising
        from separately valuing beneficial conversion features. However, early
        in 2005, in consultation with its former auditors and its current auditors,
        the Company determined that the manner of accounting for the beneficial
        conversion features applied by the Company was not within the acceptable
        range of

    VANCOUVER OFFICE:
    O’Neill Law Corporation

      Suite 1880, 1055 West Georgia Street, Box 11122, Vancouver, British Columbia,
      Canada V6E 3P3

      Tel: (604) 687-5792 / Fax: (604) 687-6650

*Washington and British Columbia Bars; ** Nevada, Washington
  and British Columbia Bars

2

O’Neill Law Group PLLC

  United States Securities and Exchange Commission

  Attention: Mr. Robert F. Telewicz, Jr.

    practice and that the Company’s interim financial
        statements for the periods in question should be restated.

      However, in assessing the reasons for the restatement,
        the Company does not feel that the error is indicative of any material
        weakness in the Company’s disclosure controls and that similar errors
        are unlikely to occur in the future. The restatement stemmed from an error
        made by the Company and its former auditors in interpreting the proper
        accounting treatment of the beneficial conversion features attached to
        the convertible notes under generally accepted accounting principles (“GAAP”).
        The error was not due to any failures by the Company to maintain its accounting
        records or to record the transaction. The Company will continue to submit
        its interim financial statements to the Company’s current auditors
        for their review and comments prior to finalization and publication of
        those financial statements and is satisfied that such a review will be
        sufficient to ensure that its interim financial statements are presented
        in accordance with GAAP.

If you have any questions or require any additional information
  or documents, please telephone the undersigned at (604) 687-5792.

Yours truly,

“Christian I. Cu”

CHRISTIAN I. CU

CIC/dml

    cc:
    Balsam Ventures, Inc.

      Attn: Mr. John Boschert