SecProbe.io

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Mail Stop 0309	November 18, 2004

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

Re:	Digital Ecosystems Corp.
Amendment No. 1 to Registration Statement on Form SB-2, filed
November 4, 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 document 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. In your next amendment, please update the financial statements
and
the related discussion and disclosure through September 30, 2004.
As
to all other disclosure, provide updated information as of the
date
you file your amendment.

Risk Factors, pages 6-11

"We Will Rely On Third Parties . . . ." Page 8

2. We note your response to our prior comment 11.  Please clarify,
if
true, that the "host and monitor" and the Internet service
provider
are the same.  In addition, please also name your Internet service
provider in your business section.

3. We note your response to our prior comment 12.  In the revised
risk factor, you refer primarily to your dependence on your
Internet
service provider.  If there are no other third parties upon whom
you
are dependent, please revise your risk factor heading accordingly.
In addition, if there are other third parties, please 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.

"We Depend on Recruiting . . . ." Page 8

4. Please state whether you maintain employment contracts with
your
key personnel or other key third parties and disclose the term and
termination provisions of the same if applicable.

"We May Not Able To Protect Our Proprietary Rights . . . ." Page 9

5. We note your response to our prior comment 19 and reissue that
comment in part.  The revised risk factor states that your
intellectual property rights "include or may include" the items
listed.  Please delete the reference to intellectual property you
"may" own and revise your disclosure to limit it to only that
intellectual property you currently own.  It should be clear from
your disclosure what intellectual property you currently possess.

6. We note your response to our prior comment 20 and reissue that
comment in part.  Please revise to disclose your trade names and
domain names in the business section.

Description of Business, pages 21-28

General

7. We note your response to our prior comment 35 and reissue that
comment.  It appears that your prospectus still contains
statements
indicating that certain things will occur.  For example, the
statement on page 24 still reads, "Partnerships, reselling, and
affiliate programs will be enacted."  Since you currently have no
partnerships, reselling, and affiliate programs and there can be
no
assurance that you will have such programs, please revise this
statement to state that you expect to enact such programs.  Please
review your prospectus for any similar statements and revise
accordingly.

Operations, pages 23-24

8. We note your response to our prior comment 36.  Your revised
statement that you use "commercially available technology whenever
possible instead of purchasing custom-made or internally developed
solutions" may suggest that you use some custom-made or internally
developed solutions.  Please revise further to clarify that you do
not license any software or have any other custom-made or
internally
developed solutions if that is the case.

Compensation, page 26

9. Refer to your response to comment 33.  We note in your
disclosure
at the bottom of page 16 that each of these officers devotes
approximately 8-10 hours per week on behalf of the company.  These
efforts provide value to the company for which they are not being
remunerated based on the response.  The fact that the company did
not
pay an actual salary does not preclude the company from recording
an
expense related to the services provided.  Please explain to us
why
the guidance provided by Topic 1B of the Staff Accounting
Bulletins
does not apply to the salaries that would be paid to these
officers
under normal circumstances, or further expand on the assertion
that
the impact of these services on the financial statements is
minimal.

Market for Common Equity and Related Stockholder Matters, pages
31-33

Rule 144 Shares, page 32

10. We note your response to our prior comment 45.  Please note
that
none of your shares (other than those eligible for resale under
Rule
144(k)) are currently eligible for resale under Rule 144 as you
currently do not meet the requirements of paragraph (c) for
current
public information.  Once you have been subject to the reporting
requirements for a period of at least 90 days, some of your shares
may be eligible for resale under Rule 144.  See Rule 144(c)(1).
Please revise your disclosure to state that the only shares
currently
available for resale under Rule 144 are the 1,040,000 shares
available for resale under Rule 144(k).  You may also state that
once
you have been subject to the reporting requirements for a period
of
at least 90 days, which would be at least 90 days after the
effectiveness of this registration statement, an additional XX
number
of shares will become available for resale under Rule 144, subject
to
the other requirements of Rule 144.

Financial Statements

Report of Independent Registered Public Accounting Firm, page 3

11. Refer to your response to comment 46.  It appears that the
accountants removed the inclusion of the audited period from
February
21, 2002 through March 31, 2002 and replaced it with the period
from
February 21, 2002 through March 31, 2004.  Please note that it
appears that the company includes four audited periods in each of
these statements, so the report should cover the period from
February
21, 2002 through March 31, 2002 as it did in the previous opinion
in
addition to the period added in this current version of the
opinion.

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page 10

12. We note your revised revenue recognition policy on page 10.
Please remove your previous policy from page 9.  We also note that
the wording provided related to the projected revenues streams is
vague and generic in that it does not specifically address each of
the revenue streams described.  Please revise this to discuss the
specific anticipated policies such as recording sales at shipment
when title transfers, etc.

Website development costs, page 10

13. Refer to your response to comment 39.  The discussion on pages
24-25, including the table, seems to indicate that a substantial
amount of the development related to the website is completed.  We
note based on the balance sheet that the company has not
capitalized
any costs related to the website.  Please explain to us in what
stage
the website development is, and how the fact that all costs to
date
have been expensed complies with the policy described in this
note.
Consider the need to clarify in your disclosure in what stage the
development of the website is.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Whitney Story at (202) 824-5385 or James
Atkinson at (202) 942-2826 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
Sonia Barros at (202) 824-5304 or me at (202) 942-1840 with any
other
questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

cc:	Stephen F.X. O`Neill, Esq.
O`NEILL LAW GROUP PLLC
435 Martin Street, Suite 1010
Blaine, WA 98230

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Ms. Valentina Tuss
November 18, 2004
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