SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

(LETTERHEAD)

August 15, 2005

BY  FEDERAL  EXPRESS
BY  EDGAR

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

ATTENTION:     MR.  ALBERT  G.  PAPPAS
               STAFF  ATTORNEY
               -----------------------

Dear  Mr.  Pappas:

Re:     Amendment  No.  1  on  Form  SB-2
        Filed  June  21,  2005
        333-122449

I have received your letter dated July 19, 2005 regarding our above noted filing
and  I  am  enclosing the following documents for your review and consideration:

     Three  copies  of  the  "red-lined"  Form  SB-2A;

     Three  copies  of  the  Form  SB-2A  without  the  red-lines;

     Three  copies  of  your  letter  dated  July  19,  2005;  and

     Two  copies  of  this  letter.

As  in  our  prior  correspondence,  all  page  reference  numbers relate to the
"redlined"  copy  of  our  registration statement.   In addition, this letter is
organized  in  the  same  format  as  your  letter.

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

1.   The  word  "Henley"  has  been  eliminated  as  mentioned in this comments.

2.   The  capital  letters  in  the  legends  have  been  eliminated and are now
     highlighted  in  bold.  The capital letters in the Risk Factor captions has
     also  been eliminated and highlighted in bold. Please note in the Edgarized
     copy filed on the Internet the capital letters on the Prospectus Cover Page
     and  in the heading of the Risk Factors show as capitals due to the program

                                      -1-
<PAGE>

     we are using. Since they are "highlighted' they appear as capitals. This is
     not  the  case  in  the  redlined  copies  and  copies without the redlined
     included  herein.

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

Summary  Information  of  Henley,  page  1
------------------------------------------

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

3.   In  response  to  this  comment  the  following  has  been  amended:

     The  previous  reference  to  "pre-exploration  company"  has been replaced
     throughout  the  registration  statement  as  follows:

     (a)   Page  1,  Business,  first  paragraph:

     "we have no current operations since we have not commenced exploration work
      on the Red Bird."

     (b)   Risk  Factor  4,  first  paragraph,  second  sentence,  page  8

      Since  we  "have  no  current  operations"

     (c)   Page  26  -  "Mineral  Claims  and  Exploration  Work  Performed"

      The first sentence in this paragraph has been changed to read as follows:

      We are engaged in the exploration of " the Red Bird but to date have no
      current operations since we have not commenced exploration work on the
      Red Bird."

     (d)  "Description  of  Business",  page  27,  third  paragraph

      I have modified the first sentence of this paragraph to read "we will
      eventually be" pre-exploration company .  since this is our  intention.

     (e)  "Plan  of  Operation",  page  38,  first  paragraph

      The first  sentence  in  this  paragraph  has  been  changed  to  read:

      While we believe the Red Bird has value and should be explored further, we
     "do not have any current operations since we have not commenced exploration
      on the Red Bird."

     (f)  "Interim  Period",  page  43,  first  paragraph

      The  second  sentence  has  been  amended  to  read  as  follows:

                                      -2-
<PAGE>

     "We have no current operations since we have not commenced exploration work
      on the Red Bird".

      In describing  the  extent  of  our  ownership  rights to the Red Bird the
      following sentences have been inserted into the second paragraph on page 5
      under the  heading  "Henley  Ventures  Inc."

     "We have the rights to all minerals below the overburden, being the dirt
      above the hard rock, except for coal which must be applied for under a
      separate license.  We will not apply for the coal rights.  In addition, we
      do not have the rights to any placer minerals; being particles of gold,
      gemstones or other heavy minerals of value contained within the
      overburden.  To have the rights to placer minerals would result in us
      having to "stake" the Red Bird specifically for placer minerals.  We will
      obtain the placer rights only if, during our exploration program, we
      verify there are placer minerals of value on the Red Bird".

     To  describe why we have not registered with the Ministry the following has
     been inserted in  the  same  paragraph  as  noted  above  on  page  5.

     "We  have not registered with the Ministry the Red Bird under Henley's name
      due to not having the money available  to do so.   First, we would have to
      incorporate a British Columbia company at a cost of approximately $385,
      apply for a British Columbia Electronic Identification Number, the number
      assigned by the government to an individual or company wishing to acquire
      the rights to a mineral claim, at a cost of $20 and obtain a Free Miners
      License at a further cost  of  $400".

      The previous  sixth paragraph in this section has been deleted in response
      to this comment.  In addition, the following has been deleted elsewhere in
      this registration  statement:

      Under the heading  "Organization  within  Last  Five  Years", sub-heading
     "Mineral Claims and Exploration Work Performed" on page 26 in the second
      paragraph I have deleted the sentences relating to previous work performed
      on the HV.

      On page  xxxx, the previous reference to "two mineral properties" has been
      changed to "one mineral property".  In addition, the paragraph referring
      to the HV claims has also been eliminated.

     Under  the  heading  "Number of Total Employees and the Number of Full Time
     Employees" in the second sentence of this paragraph on page 37 I have
     deleted the words "either the HV or" so that the paragraph now only refers
     to the Red Bird.

                                      -3-
<PAGE>

     In  the  business  section  on page 26, the following has been added to the
     second paragraph under the heading "Mineral Claims  and  Exploration  Work
     Performed":

     The  HV  claims  expired  "on  January  24,  2005  when  Paul  Saulnier was
     successful in recording them in his own  name.   Henley  no longer has any
     interest  in  the  minerals  on  the  HV  claims."

     The  above  sentence  was  added  to  include  the reason why the HV claims
     expired without being renewed by Henley since it had previously been
     mentioned in the above  deleted  paragraph  on  page  31.

     To  clarify  our  direction  in  the future the following sentence has been
     added to the paragraph above the caption "Additional Mineral Properties" on
     page 26 as follows:

    "Henley's current focus of operations is the exploration of the Red Bird
     claim."

     The  last  two  paragraphs,  in  this section, have been moved to the third
     paragraph  on  page  5  regarding  the  going  concern  opinion.

     As mentioned in your comment, I have added the following sentence to the
     Above noted  paragraph:

    "It  is  extremely  unlikely  we  will  earn any revenue for a minimum of 5
     years."

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

4.    The  following Risk Factor captions have been changes in response to this
      comment:

     Risk  Factor  #3

     "Being a start up  company, we have the inherit risks of not knowing the
      potential,  if any, of the Red Bird, identifying quality people who are
      familiar with the exploration business, learning the various regulatory
      requirements associated  with  being a public company and not knowing a
      market maker who will obtain us a quotation on the OTC Bulletin Board."

     Risk  Factor  #4

      Since January 1, 2001, our date of inception, we have not made any
      revenue "and may never generate revenue" and have an accumulated losses
      of $106,918 "which might  result  in  Henley  having  to  cease  its
      operations."

                                      -4-
<PAGE>

     Risk  Factor  #6

      Penny stock  rule  may result in fewer brokers willing to make a market in
      our shares  "thereby  reducing  liquidity  to  our  shareholders".

     Risk  Factor  #7

     "Without  a  public  market  there  is  no liquidity for our shares and our
      shareholders may never be able to sell their shares which would result in
      a total  loss  of  their  investment".

     Risk  Factor  #8

     "If a market develops for our shares the risk will be that our shares might
      be thinly traded  with wide share price fluctuations resulting in analysts
      not being  interest  in our trading shares which will eventually result in
      permanent lower  share  prices".

     Risk  Factor  #9

      If we have to sell treasury shares, there will be a dilution effect to our
      shareholders "resulting in their percentage ownership in Henley being
      reduced accordingly".

     Risk  Factor  #11

      No matter  how  much  money  is spent on the Red Bird "the risk is that we
      might  never  identify  a  commercially  viable  ore  reserve."

     Risk  Factor  #12

      Even with positive results during exploration, the Red Bird might never be
      put into commercial production due to inadequate tonnage, low initial
      prices or high extraction costs"

     Risk  Factor  #13

     During  our  exploration program, we will be subject to workers' accidents,
     climatic changes or difficult terrain "which  might  delay  our exploration
     program, cost more money than budgeted  or eventually cause Henley to cease
     operations."

     Risk  Factor  #15

     Within the exploration industry there are many small and large "exploration
     companies" seeking  money, exploration properties and professional staff
    "which we, as a small under-financed company, will not be able to compete
     with thereby limiting  our  future  growth."

                                      -5-
<PAGE>

     Risk  Factor  #16

     The  majority  of  our directors have no history of managing an exploration
     company and its property "which will increase our costs if we have to hire
     professional  staff  to  undertake  various  management  functions."

     Risk  Factor  #17

     "If  the  Red Bird does not prove to have a commercially viable ore reserve
      on it, our lack of money puts serious doubt on whether we could acquire
      another mineral property thereby allowing us to stay in operations".

     Risk  Factor  #19

     "Not  having  key man insurance will results in no money being available to
      find a suitable replacement  for  a  departing  director  or  officer."

     Risk  Factor  #20

     "Not having our directors devote sufficient time to our affairs could
      result in business decisions not being made on a timely basis which could
      be detrimental to  our  future  growth".

     Risk  Factor  #21

      Our directors and officers have other business interests which "takes time
      away from managing our affairs which might result in the future Henley
      having to hire professional staff, at substantial cost, to it to attend to
      its affairs".

The  majority  of  our  directors  .page  3
-------------------------------------------

5.    I  have revised Risk Factor 2 on page 7 to read as follows in response to
      your  comment:

     "We have two part time officers who have not managed an exploration company
      and are unfamiliar with the reporting requirements of a company under the
      U.S. federal securities laws which will increase our overall costs if we
      are required to hire professional personnel to  attend  to  our  affairs.

      None of our two officers work full time for us due to having other
      business interests which take the majority of their time.  Only Terry
      Heard, one of our directors and a professional geologist, has had any
      experience in managing an exploration company but, like Herb Moeller,
      Principal Accounting Officer, has never been involved with the reporting
      requirements of a company under the US. federal securities laws.  For
      example, when Henley is subject to reporting requirements, we must file
      information  with  the  SEC  about:

                                      -6-
<PAGE>

      our  operations;
      our officers, directors and certain shareholders, including salaries,
         various fringe  benefits  and  transactions  between  Henley  and
         management;
      the financial condition of Henley, including financial statements audited
         by an independent certified public accountant;  and;
      our competitive position and material terms of contracts and lease
         agreements.

      We must continue to file these reports with the SEC as long as our
      securities are traded on the OTCBB.  On an annual basis we will have to
      seek a shareholder vote on corporate matters thereby requiring us to
      provide a proxy statement to our shareholders, together with a proxy card.
      Our directors, officers and any shareholder  who  acquired more than five
      percent of our outstanding shares must file beneficial owners' reports.
      Unless our two part time officers are willing to spend more time
      addressing these matters, we will have to hire professionals to undertake
      these reporting requirements by Henley and this will increase the
      overall  cost  of  operations."

6.     We are a start-up company        page 4
       ---------------------------------------

     In response to the first two sentences in this comment, I have inserted the
     following words in the fifth sentence  of  the paragraph on page 8 " since
     neither Mr. Hirij, the individual responsible for the day to day operations
     of Henley, nor Mr. Moeller  have  any  geological  experience."

     Under  Risk  Factor  #16,  on  page  11,  I have inserted the title of each
     officer  as  recommended  in  your  comment.

Since  January  3,  2001,  our  date  of  inception  page  4
-------------------------------------------------------------

7.    In  the  caption  on  page  8  the  words  have been added "and may never
      generate  revenue".

      In the text, I have inserted the cost of each phase of exploration based
      on the amounts  shown  on  pages  34  and  35.

Penny  stock  rule  .page  5
----------------------------

8.    In  response  to this comment, I have inserted the following words in the
      last  sentence  of  this  paragraph  on  page  9:

     " ...due to the imposition of additional sales practices as more fully
      described on page 20  "

                                      -7-
<PAGE>

     Rather than repeat the additional work a broker is required to do with a
     penny stock,  I have crossed referenced it to "Penny Stock Requirements"
     on page 20.

We  will  not  be  paying  a  dividend  in  the  immediate  future  .page  6
----------------------------------------------------------------------------

9.   I have deleted this risk factor since I agree with the comment that it is
     not a risk to investors,  Our intention,  of  not paying dividends in the
     future, has been described more fully on page 22 under "Dividend Policy".

Our  directors  and  officers  have  other  business  interests  page  9
-------------------------------------------------------------------------

10.   In response  to this