SecProbe.io

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<TYPE>CORRESP
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(Letterhead)

June 21, 2005

BY  FEDERAL  EXPRESS

United  States  Securities  and  Exchange  Commission
Mail  Stop  0407
450  Fifth  Street,  N.W.
Washington,  D.C.
20549

Attention:     Mr.  Albert  G.  Pappas

Dear  Mr.  Pappas:

Re:     Registration  Statement  on  Form  SB-2
        Filed  February  1,  2005
        333-122449

I  am  in  receipt  of  your letter dated March 2, 2005 relating to our previous
filing  of  the  above  mentioned  Registration  Statement.

The page reference in this letter, other than direct quotes from the prospectus,
are  those  of  the  page  number  of  the  "red-lined"  copy.

In  responding  to  your  various  comments,  I  have  placed  them in the order
mentioned  in  the  above  letter  in  order  to  facilitate  your  review.

General
-------

1.   The  audited  financial  statements  have been updated to December 31, 2004
     with  comparisons  as  at  March  31,  2005.

2.   In  response  to  this  comment,  I  am  enclosing  three  copies  of  the
     registration  statement.  In  addition,  I am enclosing three copies of the
     red-lined  registration  statement  which shows all deletions and additions
     made  to  the  registration  statement  based  on  your  comments.

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

3.   Throughout  the  registration  statement  the  term  "the Company" has been
     replaced by "Henley". In addition, references to "selling security holders"
     have  been  un-capitalized. I have not made any changes to the Notes to the
     Financial  Statements  wherein  the  financial  statements  use  the  term
     "Company".

                                      -1-
<PAGE>

4.   Both  the  reference  to  the par value of our shares and the previous last
     paragraph  in  the  prospectus  covering  page  have  been  deleted.

5.   The  address and telephone number have been removed from the covering page.

6.   The  previous  sentence has been replaced by "There is no public market for
     Henley's  common  shares."

Item  3.  Summary  Information  and  Risk  Factors,  page  1
------------------------------------------------------------

Henley  Ventures  Inc.  page  1
-------------------------------

7.   The  prospectus  has been changed to refer to Henley as a "pre-exploration"
     company  in  order  to  conform  with  other  references in the prospectus.
     Therefore,  the  first  sentence  of  the  second  paragraph on page 1 (the
     "red-line  copy)  has  been  amended  follows:

     "We  are  a  pre-exploration  stage  company  since  we  have  not explored
     sufficiently  our  mineral claim to determine the existence of any minerals
     on  it."

     In response to the second bullet under this section, the following line has
     been  inserted  on  page  2  ("red-line"  copy)  in  the  second paragraph.

     "On  the  Red Bird claim, Henley is focusing on precious metals; being gold
     and  silver."

     In response to the third bullet in this section, the following sentence has
     been  added  to  the  first  sentence  in  the sixth paragraph on page 1 to
     clarify  the  wording  "claim  group":

     "(being  a  group  of claims located in the same area, being roughly of the
     size  of  1,500  feet  by  1,500 feet, with each touching one or more other
     claims  in  the  group)"

     In  response  to  the  fourth  bullet,  the  following  sentences have been
     inserted  in  the  second  paragraph  on  page  1  as  follows:

     "In  addition, Henley does not own the land comprising the Red Bird but has
     only  the rights to the minerals thereon. The land is owned by the Province
     of  British  Columbia;  known  as  the  Crown".

     Regarding  the exposure to us by having a Bill of Sale Absolute held in the
     name of a third party the following sentences have been added to the second
     paragraph  on  page  1  in  this  section:

                                      -2-
<PAGE>

     "We  acquired  the Red Bird by way of Bill of Sale Absolute from Richard J.
     Billingsley on July 28, 2004. This Bill of Sale Absolute has not been filed
     with the Ministry and therefore the claims are still in the name of Richard
     Billingsley.  The  only  way to ensure the Red Bird is not transferred to a
     third  party  without  the  knowledge  of  Henley  is  to have the Red Bird
     registered  in  the  name of Henley. This has not been done - refer to page
     Risk  Factor  #11  on  page  6  and  on  page  27."

     On page 43 under "Description of Property" the following paragraph has been
     inserted  in  response  to  this  comment:

     "The Red Bird is recorded in the name of Richard Billingsley who has signed
     a Bill of Sale Absolute in favor of Henley. Our reason for allowing the Red
     Bird  to  remain  in the name of Richard Billingsley is two-fold: first, we
     will  not have to extra-provincially incorporate a British Columbia company
     at  a cost of approximately $800 and, second, we would not have to obtain a
     Free  Miners  License  at  a cost of $385. Under the mining laws of British
     Columbia,  only  a company incorporated in the Province of British Columbia
     can  hold  the  rights to minerals on land owned by the Crown and can apply
     and  obtain  a Free Miners License. When the Bill of Sale Absolute is filed
     with  the  Ministry,  the mineral rights will be transferred to the name of
     Henley.  Until  this is done, we are exposed and might lose our interest in
     the  Red  Bird  to  a  third  party if Mr. Billingsley were to transfer the
     claims  without  our knowledge. The only way to protect ourselves from this
     happening  is  to  have  the Red Bird registered in Henley's name (see Risk
     Factor  11  on  page  6)."

     As  you  will notice in the above responses, the HV claim has been lost due
     to  Henley  losing  the  rights  to  the  minerals  in  January  2005.

     Even  though  Henley spent sufficient money in January 2005 to maintain the
     HV  claim in good standing, it was not able to file its assessment work due
     to a change in the method of filing with occurred twelve days before Henley
     made its application to file its assessment work. Because of the new method
     of  filing,  being  over  the  Internet,  Henley was delayed in its filing.
     Nevertheless,  it did attempt to computer stake the claim on the morning of
     January 25, 2005 but Paul Saulnier, the individual holding the Bill of Sale
     Absolute  in  favor  of  Henley,  computer  staked the HV claim for his own
     purposes.  Henley  no  longer  has  any  interest  in  the  HV  claim.

     Therefore,  in  the  sixth paragraph on page 1 the following sentences have
     been  added:

     "Effective  January  12,  2005,  the  Ministry  of Energy and Mines for the
     Province  of British Columbia changed its method of staking and maintaining
     a  mineral  property  in  good standing - refer to page27. This resulted in
     Henley  losing  its  rights  to  the  minerals  on  the  HV  claim."

                                      -3-
<PAGE>

     The  reference  noted  above  to  page  27  ("red-line"  page  28), has the
     following  paragraph  on  it  indicating the changes made earlier this year
     regarding  maintenance  of  a  mineral  claim.

     "During the month of January, we undertook an exploration program on the HV
     claim sufficient to maintain it in good standing for another twelve months.
     When submitting the assessment report to the Ministry, we were advised that
     effective January 12, 2005 the system has been changed and all recording of
     work  on  the claim had to be done on the Internet. To access the Internet,
     an  individual requires a British Columbia Electronic Identification Number
     ("BCeID").  Our  geologist who performed our assessment work did not have a
     BCeID  number  and  therefore could not record our assessment work prior to
     the expiry of the HV. We engaged the services of another individual who had
     a  BCeID  number to "stake" on the Internet starting at 12:00 am on January
     25,  2005.  Unfortunately,  Paul  Saulnier, who previously held our Bill of
     Sale  Absolute  on our behalf, was able to successfully record the previous
     HV claim under his name and to his benefit. Therefore, we no longer have an
     interest  in  the  mineral  rights  on  the  HV  claim.

     Since  we  no  longer  have the rights to the minerals on the HV claim, the
     prospectus  has  been  changed to eliminate its history and assessment work
     performed  previously  on  the  HV.

     Under  "Conditions  to  Retaining  Title  to  the Red Bird" on page 28, the
     following sentences have been added to the first paragraph in this section:

     "The  Bill  of  Sale  Absolute  has  not  been registered with the Ministry
     thereby  keeping  the Red Bird in the name of Richard Billingsley. Refer to
     Risk  Factor  11.

     As  mentioned  in  the  last  sentence  of bullet four under comment 7 Risk
     Factor  (#11)  has  been  added:

     "THE  MINERAL  RIGHTS  TO  THE  RED BIRD ARE NOT HELD IN THE NAME OF HENLEY
     WHICH COULD RESULT IN THE MINERAL RIGHTS BEING TRANSFERRED TO A THIRD PARTY
     WITHOUT  KNOWLEDGE  OF  HENLEY.

     "The  rights  to  the  minerals on the Red Bird are recorded in the name of
     Richard  J.  Billingsley,  an unrelated party to Henley, and even though we
     have  a  signed  Bill  of  Sale  Absolute we are exposed and might lose our
     interest in the minerals on the Red Bird. Mr. Billingsley is on record with
     the  Ministry  as  the  registered  owner  of  the Red Bird and without our
     consent  and knowledge, he could transfer the rights to a third party which
     would  result  in a lengthy legal case where, at the end, the case could be
     decided  against  our  interest.  Unless  we register with the Ministry our
     rights to the minerals on the Red Bird there is no assurance we will retain
     our  interest  to  it."

                                      -4-
<PAGE>

     In response to bullet five, the proven and probable reserves has been moved
     to  the  business  section  on  page  24.

8.   The  section  referring  to  the  absence  of  any revenue and very limited
     operations  has  been  moved  to  the  forefront  of  this  section and the
     following  has  been  inserted  in  response  to  this  comment:

     "Our  auditors  have  expressed  substantial  doubt  about  our  ability to
     continue  as  a  going  concern  -  refer  to  page  46.

     We  currently have two officers that devote an immaterial amount of time to
     our  business.  For  example,  one of our officers devotes approximately 10
     hours per month to our business and our other officer devotes approximately
     5  hours  per  month  to  our  business.

     We  will have to raise money to meet our obligations during the next twelve
     months  in  the amount of approximately $52,160 - refer to page 46 and Risk
     Factor  #1  on  page  3.".

     As  mentioned  above  and in this prospectus, the rights to the minerals on
     the  HV  claim have been lost. Unfortunately, we did the assessment work as
     required  but  were  unaware  the filing system had change to one using the
     Internet  and  any filer on the Internet required a BCeID number - a number
     which  required  several  weeks  for  an  application  to  be  approved.

The  Offering,  page  2
-----------------------

9.   In  the  second  sentence  of  the  first paragraph on page 2 the following
     sentence  has  been  added:

     "This  represents  84  percent  of  the  issued  and  outstanding  shares."

Risk  Factors,  page  3
-----------------------

10.  The  response  to  the  former Risk Factor #2 (now #4) -"Since inception we
     have  not made a profit ." the Risk Factor caption has been changed to read
     as  follows:

     "SINCE JANUARY 3, 2001, OUR DATE OF INCEPTION, WE HAVE NOT MADE ANY REVENUE
     AND  HAVE  ACCUMULATED  LOSSES  OF  $99,947

     Since  our  inception on January 3, 2001, we have made no revenue and as at
     March  31,  2005  have  accumulated  losses  of  $99,947.  Since  we  are a
     pre-exploration  stage company, all money spent by us on the exploration of
     the  Red  Bird  will  increase our accumulated losses since it is extremely
     unlikely  we  will be able to earn any revenue for a minimum of more than 5
     years.  First,  we will have to explore the Red Bird by establishing a grid
     allowing  us  to  take  rock  and soil samples for assaying to determine if

                                      -5-
<PAGE>

     there  exists  any  mineralization  on  the  Red  Bird.  If  there  is
     mineralization,  we  will  have to extend the grid and also take additional
     samples  from  within  the  original  grid  to  determine  the  extent  of
     mineralization.  As  a  minimum,  the sampling of rocks and soils using the
     grid  could  take  two  to  three years. All expenses during this time will
     increase  our  accumulated  losses.  If the results are still favorable, we
     will  consider  a  diamond  drilling  program. Drilling is expenses and the
     number  of  holes  to  be drilled is unknown. Again, the accumulated losses
     will continue to increase without any revenue being generated. There is the
     possibility  we  might  never  generate  any revenue and eventually have to
     cease  our  operations".

     Former  Risk Factor #13 (now #14) which originally has the title caption of
     "We will be affected by risk and hazards often associated with a company ."
     has  been  revised  to  read  as  follows:
     "DURING  OUR EXPLORATION PROGRAMS WE WILL BE SUBJECT TO WORKERS' ACCIDENTS,
     CLIMATIC  CHANGES,  OR  DIFFICULT  TERRAIN

     Being  a small pre-exploration company, we will be subject to many risk and
     hazards  associated  with  undertaking  our  exploration  program.  First,
     individual  workers  on  the  Red Bird might be injured from twisting their
     ankles  or  breaking  their legs from falls or slipping on fallen trees and
     shrubs.  Second,  during  the  summer  months, we will be subject to forest
     fires  which  would  result  in  us abandoning the Red Bird quickly thereby
     interrupting  our exploration program. On the other hand, during the spring
     and  winter  months,  the  Red  Bird  will  be  subject  to  snow and flood
     conditions  which will cause hardship on our exploration activities. Third,
     the terrain of the Red Bird comprises hills, broken ground rocks, trenches,
     fallen  trees  and  maybe  unknown  adits.  These  hazards  will  delay our
     exploration  when  we  are  confronted  with  them".

     In  addition  to  the  above  two amendments you mentioned, I have made the
     following  revisions  to  certain  other  Risk  Factors  as  follows:

     Risk  Factor #15 title caption which previously read "We have not performed
     a  survey  on  either the HV or the Red Bird and therefore their boundaries
     are  uncertain"  has  been  changed  to  read  as  follows:

     "WITHOUT  PERFORMING  A  SURVEY ON THE RED BIRD, WE ARE UNCERTAIN AS TO ITS
     EXACT BOUNDARIES WHICH MIGHT EVENTUALLY LEAD TO LITIGATION TRYING TO DEFEND
     OUR  RIGHTS  TO  ITS  MINERALS"

     Risk  Factor  #18  title  caption  previously read "We might not be able to
     acquire  other mineral properties for exploration" has been amended to read
     as  follows:

                                      -6-
<PAGE>

     "WITHOUT  MONEY,  WE MAY NEVER BE ABLE TO ACQUIRE OTHER MINERAL PROPERTIES"

11.  Former  Risk  Factors  17,  22  and  23  have  been  grouped and put at the
     beginning  o