SecProbe.io

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Mail Stop 0309	October 12, 2004

Ms. Valentina Tuss
President
Digital Ecosystems Corp.
Suite 1500, 701 West Georgia Street
Vancouver, British Columbia, Canada V7Y 1C6

Re:	Digital Ecosystems Corp.
Registration Statement on Form SB-2, filed September 16, 2004
File No. 333-119073

Dear Ms. Tuss:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. Please note that where we provide examples to illustrate what we
mean by our comments, they are examples and not complete lists.  If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.

Risk Factors, pages 6-9
2. Please revise each subheading to ensure it reflects the risk that
you discuss in the text.  Many of your subheadings currently either
merely state a fact about your business, such as "We Have No
Revenues" or describe an event that may occur in the future, such as
"We May Require Additional Financing."  Succinctly state in your
subheadings the risks that result from the facts or uncertainties.

"We Have Yet To Attain Profitable Operations . . . ." Page 6
3. Please revise to discuss the consequences of your going concern
qualification in terms of your ability to raise capital.
4. Please revise to disclose your capital and cash needs.

"Our Short Operating History Makes our Business Difficult To
Evaluate" Page 6
5. Please revise to briefly describe the "significant additional
development and marketing" your business will require.
6. Please revise to briefly describe the "risks, expenses and
difficulties frequently encountered by companies in their early stage
of development."

"Operating Results Are Difficult To Predict" Pages 6-7
7. Please add a separate risk factor that discusses the risks you
face as a result of your competition.  Please name any key
competitors and briefly describe your business in comparison and the
advantages and disadvantages you face.

"We May Require Additional Financing" Page 7
8. We note your statements in this risk factor that you "may require
additional financing in order to complete [your] plan of operations"
and that you "may not be able to continue operations if additional
financing is not obtained."  In the first risk factor on page 6,
however, you state that your "future is dependent upon [your] ability
to obtain financing."  Later in the prospectus on page 28 you state
that you will need additional financing to implement an advertising
campaign.  Please revise your disclosure so that these statements
regarding your financing needs are consistent.
9. Please incorporate into this discussion that you have planned
expenditures of $50,000 for the next twelve months and briefly
describe what these expenditure will cover.

"Recognition Of The Website Is Essential To Growth Of The Water
Business " Page 7
10. Please revise to briefly describe your contemplated marketing and
promotion efforts.

"We Will Depend On Third Parties For The Operation Of Our Business"
Page 7
11. Please name the Internet service provider who you refer to in
this risk factor and in the business section on page 21.  If you have
an agreement with the Internet service provider, please describe the
material terms of the agreement in your Business section and file the
agreement as an exhibit to the registration statement.
12. To the extent that you are substantially dependent on the other
third parties you refer to in this risk factor, please describe the
material terms of your agreements with them in your Business section
and file your contracts with them as exhibits to the registration
statement.  If you are not substantially dependent on any of these
parties, disclose in this risk factor the approximate number of
parties performing these services and discuss the obstacles you would
encounter if you were required to replace any party.
13. Please discuss the extent to which the third parties upon whom
you rely have failed in the past to perform as you expected them to.

"We Depend On Our Key Employees" Page 7
14. We note your disclosure on page 15 that you currently have no
significant employees other than your two officers, who are also your
two directors, and that you conduct your business through consultants
and other third parties.  Please revise the reference to key
employees in this subheading as appropriate.  If your key employees
are your two officers, please state so.  If you key employees are
your consultants, please state so.
15. Please name who you refer to as your "key employees" and their
positions with the company.
16. To the extent that you have experienced problems attracting and
retaining any "key employee" in the recent past, please revise to
describe these problems.  Additionally, if any "key employee" has
plans to retire or leave your company or terminate its agreement with
the company in the near future, please revise the discussion to
disclose this information.
17. Please state whether you maintain employment contracts with "key
employees" or other key third parties and disclose the term and
termination provisions of the same if applicable.
18. Please revise to disclose the number and type (i.e. marketing,
website development, other technical staff) of personnel you expect
to hire and to the extent practicable, please quantify any expected
expenditures in hiring such personnel.

"We May Be Unable To Protect Our Intellectual Property" Page 8
19. We note your statement that your intellectual property "may"
include the categories you have listed.  Please delete this reference
to intellectual property you may own and revise your disclosure to
limit it to only those forms of intellectual property you currently
own.  It should be clear from your disclosure what intellectual
property you possess.
20. Please revise to disclose your trade names and domain names in
this risk factor and in the business section.
21. Please tell us your basis for your statements that you may
receive notices from third parties claiming infringement by your
software, by the use of the name "www.digitalecosystems.com" or other
aspects of your business.  We may have further comments.

"User Acceptance Of Web Format Is Unknown" Page 8
22. Please revise to describe why you believe users may not accept
the format of your website.

"Because Our Stock Is A Penny Stock, Stockholders Will Be More
Limited In Their Ability To Sell Their Stock" Page 9
23. Please briefly describe why penny stocks are more difficult for
broker-dealers to sell.
24. Please expand to discuss the specific legal remedies available to
investors of penny stocks.

Forward Looking Statements, page 9
25. Section 27A of the Securities Act specifically excludes from
protection statements you make in connection with initial public
offerings.  If you wish to include forward-looking statement
disclaimers you should include a statement that the Private
Securities Litigation Reform Act of 1995 and Section 27A of the
Securities Act do not protect any statements you make in connection
with this offering.

Determination of Offering Price, pages 9-10
26. In view of the fact that there is no current market for your
common stock, please revise your disclosure here in the prospectus to
disclose the sales prices of the three private placements related to
this secondary offering.
27. It appears that your last private offering was for 1,000,000
shares at a price of $0.037 per share as disclosed in Item 26.
Please clarify if this is the offering you refer to in this section.
28. Please revise to disclose the date of the last private offering
you refer to in this section and the basis for the determination of
the price in that offering.

Selling Stockholders, pages 10-12
29. Please tell us whether any selling stockholder is a broker-dealer
or an affiliate of a broker-dealer.  We may have further comments.

Plan of Distribution, pages 12-13
30. We note your statement on page 13 that "The selling stockholders
and any broker-dealers who execute sales for the selling stockholders
may be deemed to be an `underwriter` within the meaning of the
Securities Act in connection with such sales."  Please note that any
such selling stockholders or broker-dealers will be deemed
underwriters in connection with such sales.  Please revise your
disclosure accordingly.

Directors, Executive Officers, Promoters and Control Persons, pages
14-15
31. We note your statement on page 14 that "From August 1997 to
present, Ms. Tuss was an independent marketing executive with INC 500
Corporation - Melaleuca Inc. . . . ." and "Also, from 2000 to
present, Ms. Tuss has acted as an advisor to LFI Ltd. . . ."  Please
clarify if Ms. Tuss is still serving in these roles.  In addition, if
she is, please revise the risk factor regarding your key employees or
add a separate risk factor that addresses that she is currently
serving these roles and may have limited time to devote to
development of the company.
32. We note your statement on page 14 that "From September 2001 to
present, Mr. Last has been involved in coordinating bridge financing,
corporate development and stockholder communications for Internet
Studios-Venture Capital" and "Also since 1991, Mr. Last has served as
president of Last Motorcar Company."  Please clarify if Mr. Last is
still serving in these roles.  In addition, if he is, please revise
the risk factor regarding your key employees or add a separate risk
factor that addresses that he is currently serving these roles and
may have limited time to devote to development of the company.
33. We note that you presently do not pay your directors or officers
any salary or consulting fee.  Please tell us what consideration, if
any, was given to recognizing compensation expense for the services
provided by these individuals.  Please cite any applicable
authoritative literature including the analogous guidance provided by
Topic 1(B) of the Staff Accounting Bulletins.

Reports to Security Holders, page 18
34. Please note that even if you do not register as a reporting
company under the Exchange Act, you will be required to provide
periodic reports under the Exchange Act pursuant to Section 15(d) of
the Exchange Act upon the effectiveness of this registration
statement.  Please acknowledge your understanding of this requirement
and revise your disclosure throughout the prospectus accordingly.

Description of Business, pages 19-26

General
35. We note your statements on page 19 regarding your typical seller
and typical buyer.  You state that your "typical seller . . . will
include both major and minor major bottled water providers, data
service providers, competitive access providers, resellers, agents,
and consultants," your "typical buyer . . . will be any
company/individual that needs anywhere from one case and up of bottle
water delivery per month" and your "typical buyer . . . will be both
event driven . . . and of a constant source of marketing . . . ."
Since you currently have no sellers or buyers, please revise these
statements to statement that you expect your typical seller and
typical buyer to include the persons listed.  Please review your
prospectus for any similar statements and revise accordingly.  For
example, see the following statements:
* "Candidates for supply or representation agreements will be bottled
water companies. Alliances will be formed with local companies in the
bottled industry in each area." (page 21)
* "Partnerships, reselling, and affiliate programs will be enacted."
(page 22)

Operations, page 21
36. Please name the software that you have licensed.

Government Regulation, page 24
37. We note your statement on page 24 that your business "may be the
subject of government regulation in the future or that governments
will interpret their laws as having jurisdiction over us and our
business."  Please revise to disclose what type of government
regulations you are referring to.

Employees, page 26
38. To the extent material, please describe the material terms of the
agreements with your consultants and third parties and file the
agreements as exhibits to the registration statement.  In the
alternative, provide us your analysis as to why these agreements are
not material to your business.

Management`s Discussion and Analysis or Plan of Operations, pages 27-
28
39. We note that most of the expenditures to date relate to the
design of a website.  It does not appear that the company included in
its accounting policy note a discussion of the accounting treatment
applied to these costs.  Please revise the notes to include a
discussion of the treatment of website development costs.  Refer to
EITF 00-2.
40. We note your table on page 22 indicates that you expect to add
personnel in the next 6-8 months.  Please advise us how you believe
that $2,000 will be adequate to fund the cost of additional
personnel.  In addition, please disclose here in the Plan of
Operations section under the MD&A any expected significant changes in
your number of employees as required by Item 303(a)(1)(iv) of
Regulation S-B.
41. We note your statements on pages 4, 20 and 27 that you do not
anticipate earning revenues until you complete the marketing,
promotion and development of your website.  We also note your
statements on pages 20, 22 and 28 that the completion of your website
development will cost you approximately $10,000.  It appears that the
$10,000 will cover only the development of your website and not the
marketing and promotion.  Please disclose the additional cost you
expect to incur to complete the marketing and promotion of your
website and how long you expect it will take.  Please also disclose
this information in the risk factor "Recognition Of The Website Is
Essential To Growth Of The Water Business" on page 7.

Liquidity and Capital Resources, page 28
42. To the extent practicable, please quantify your long-term capital
needs, beyond 12 months.  At a minimum, to the extent practicable,
please quantify the additional financing you will need to implement
an advertising campaign following your public listing.
43. Please explain what you mean by "public listing."  Please note
that it is not acceptable to make statements that you will be listed
or traded as you yet have to apply for trading on the OTCBB.

Certain Relationships and Related Transactions, page 29
44. Please revise to disclose when you issued the 6,500,000 shares to
Ms. Tuss and for what consideration.

Market for Common Equity and Related Stockholder Matters, pages 29-30

Rule 144 Shares, page 30
45. Please explain to us your basis for your conclusion that
7,540,000 shares of your common stock are currently available for
resale under Rule 144.  We note that paragraph (c) of Rule 144
requires the company to have current public information, i.e. reports
required under the 1934 Act.  .

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-3
46. Please revise the auditors` report to include the cumulative to
date period information presented with the Statements of Operat