SecProbe.io

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Mail Stop 0511

February 11, 2005

Mr. Derek Ward
Empirical Ventures, Inc.
2775 Fir Street, Suite 3E
Vancouver, BC
Canada  V6J3C2

	Re:	Empirical Ventures, Inc.
		Registration Statement on Form SB-2
		Amendment No. 1 Filed January 13, 2005
		File No. 333-120486

Dear Mr. Ward:

      We have reviewed your amended 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. A review of the business plan, purpose, as well as the
surrounding
facts contained in the prospectus, raises a question as to whether
Empirical Ventures, Inc. is a "blank check" company, which is
required to conduct its offering in compliance with the provisions
of
Rule 419.  In this regard, it appears that Empirical Ventures,
Inc.
will be unable to conduct its planned operations if additional
funding is not raised within a short period of time, yet there
appears to be no efforts in this area.  We further note you
acquired
the rights to certain technology from 3493734 Manitoba Ltd, but
you
have no concrete arrangements or agreements to further develop or
commercialize the software.  Further, your prospectus contains
very
general disclosure related to the nature of your business plan.

As you know, Section (a)(2) of Rule 419 defines a blank check
company
as a company that is issuing penny stock and that is "a
development
stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity."  In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize registered offerings
for
attempts to create the appearance that the registrant is not a
[blank
check], in an effort to avoid the application of Rule 419. (See
Securities Act Release No. 6932 of April 13, 1992, 51 SEC Docket
0388).  In carrying out this mandate, the staff`s assessment of
your
status under the definition can be based only upon the public
representation of its proposed business in the registration
statement.  If Empirical Ventures, Inc. believes that it does not
fall within the definition of a blank check company, appropriate
disclosure to demonstrate your status as a non-blank check company
should be included in the registration statement.  In this regard,
disclose whether you have any current plans, arrangements,
commitments or understandings to engage in a merger or acquisition
with another company.   To the extent you do not, affirmatively
state
that you are not a blank check company and provide us
supplementally
with a copy of your business plan.
2. Please advise of the prior, current and future relationship(s)
of
Larry Cheret/Cherrett, 3493734 Manitoba, Ltd., Empirical Ventures,
Quadra Ventures and Quantum Ventures.  In this regard, we note
that
Mr. Cherrett and 3493734 Manitoba, Ltd. have sold certain
technologies to each of these entities for the same basic purchase
price and that these technologies appear to be similar in
functionality and use.  Provide appropriate disclose under the
related party transactions section pursuant to Item 404 of
Regulation
S-B.
3. Please advise of the need for any blue sky registration. We
note
your disclosure under plan of distribution.
4. We are unable to reconcile the number of shares outstanding as
of
the date of this prospectus (9,686,662) with the number
outstanding
as of 9/30/04 (9,486,662).  Please provide the information
required
by Item 701 of Regulation S-B for the issuance of all unregistered
securities.

Prospectus Cover Page
5. Please provide us with the basis for including the last
sentence
of the third paragraph beginning with "The information is this
prospectus...."
6. Item 501(a)(5) of Regulation S-B requires that you highlight
the
cross reference to the risk factors section and page by prominent
type or in another manner.

Table of Contents
7. Unless you intend to attach Part II to the prospectus for
delivery, we do not understand the basis for including in the
table
the information regarding Part II.

Prospectus Summary, page 3
8. The introductory paragraph to your summary states that the
summary
does not contain all of the information that may be important.  A
summary by its very nature is not required to contain all of the
detailed information required in a prospectus.  However, if you
include a summary in your prospectus, it must be complete.  Please
revise.

Risk Factors, page 4
9. Clarify in the first paragraph of this section that you discuss
all "material" risks.  In this regard, delete the statement in the
third sentence: "however, they are not the only risks we face."
10. Please clarify in risk factor 1 that Empirical has no
financing
arrangements in place, except that Mr. Ward has agreed to support
the
"minimum budget" for the next 12 months.
11. Reference is made to risk factor 4 where you state you have
"limited prior business operations" and you "commenced [y]our
operations on April 14, 2003."  Please revise this date.  In
addition, we are unclear as to what operations you are referring?
12. Please update the disclosure in risk factor 5 to September 30,
2004.
13. Risk factor 7 states that your success depends to a "critical
extent on the continued efforts of services" of Mr. Ward.  Risk
factor 11 states that due to the fact that your officers and
directors "lack experience in operating this type of business,
there
is a risk that decisions and choices of management may not take
into
account standard technical or managerial approaches software
companies commonly use."  These risks appear somewhat inconsistent
and should be reconciled.  In doing so, please address the fact
that
Mr. Ward lacks financial and accounting experience and the impact
this may have on the company.
14. Throughout the prospectus, you refer to "officers and
directors."
By way of illustration only, we direct your attention to risk
factor
11 and the MD&A section.  Please clarify that there is only one
officer and director. Revise throughout.
15. Please revise risk factors 14 and 15 as they are generic and
repeat disclosure located elsewhere in the prospectus.
16. Please address the fact that as a section 15(d) filer you can
suspend your reporting obligations after the first fiscal year
that
the registration statement goes effective if you have less than
300
holders of record and what this may mean to investors.

Selling Security Holders, page 9
17. We note from your recent sales of unregistered securities
disclosure that you did not use an underwriter in your Regulation
S
offerings to Canadian purchasers. Please advise how you located
the
Canadian purchasers.
18. Please be advised that each spouse is deemed the beneficial
owner
of the shares held by the other spouse.  Refer to Securities Act
Release No. 33-4819 ("a person is regarded as the beneficial owner
of
securities held in the name of his or her spouse and their minor
children").  As such, please confirm whether any of your selling
shareholders are married and revise the beneficial ownership
amounts
accordingly.
19. Please confirm the number of shares being offered by Marion
Ellis.  As appropriate, include Marion Ellis in the table of
beneficial ownership.

Plan of Distribution, page 15
20. Supplementally inform us of any ongoing discussion with the
market maker that anticipates quoting your stock.
21. We note your statement that the "selling security holders [may
use one or] more of the following methods" when disposing of their
shares. Item 508 of Regulation S-B requires that the company
indicate
the plan of distribution.  Please revise this statement and
indicate
all additional methods of distribution that will be used.
22. Delete reference to "Quantum Ventures Inc." in the fifth
paragraph.  We redirect your attention to comment number 2.

Directors, Executive Officers, Promoters and Control Persons, page
17
23. Disclose the business of Can-Cell industries.  Indicate the
total
number of hours per week Mr. Ward will devote to company business.

Security Ownership of Certain Beneficial Owners and Management,
page
18
24. Gerald Johnson is offering over 6% of the company`s shares for
resale.  Please include Mr. Johnson in the table of beneficial
ownership as a greater than 5% shareholder.  See Item 403 of
Regulation S-B.
25. Beneficial ownership is to be calculated in accordance with
the
Instruction to Item 403 of Regulation S-B.  Please revise footnote
2.

Organization within Last Five Years, page 22
26. We do not understand the nature of the $245,000 in costs you
will
incur for additional software development. Are you contractually
committed to incur these costs? Who is expected to perform this
development? Have you entered into any agreements, formal or
otherwise, with 3493734 Manitoba, or any other entity, regarding
the
further development of this software?  If so, please state and
file
all such agreements as exhibits.  How did you determine that
$245,000
was the appropriate amount of additional funding to develop this
technology? What if development is not adequate upon spending
$245,000? Will you continue to incur development costs beyond the
$245,000? Please advise and revise the disclosures herein and in
MD&A.
27. Describe in greater detail 3493734 Manitoba Ltd. and its
relationship to the company.

Description of Business, page 22

   Current and Planned Development, page 22
28. It is not clear what you purchased from 3493734 Manitoba Ltd.
For instance, you state in the opening paragraph of this
subheading
that you acquired the "prior development, designs and pilot
implementation" of the software program.  You then state in the
next
paragraph that you acquired the software program designs, methods
and
know-how but that you did not acquire any hardware and only
acquired
the existing software code.  Please clarify what exactly you
purchased, what it is capable of doing at this stage, and what
further developments need to be performed so that it is fully
operational.  Provide a timeline for performing this development
in
the MD&A section and indicate the costs involved.  Specify what
will
happen if you are unable to meet a specified milestone.
29. Please elaborate on your statement that you acquired software
code or scripts developed so that further development and upgrades
to
the program can be done in a more efficient manner.  Disclose who
will perform further development and upgrades.
30. We do not understand the statement that your "activities have
been principally conducted by [y]our management and are currently
ongoing."

31. Reference is made to the last sentence before the subheading
"Development of Web Site and Test Site" where you state that you
will
be able to "proceed with continued development and upgrades of
[y]our
software program on a limited basis without additional funding."
Please explain "limited basis," what this will entail and for how
long.
32. Disclose in greater detail the role of Larry Cherrett in the
software acquisition. Is Mr. Cherrett a software developer, owner,
or
agent?
33. The Technology Purchase Agreement states that 3493734 Manitoba
Ltd. will manage and lead the development of the Darrwin software
with $245,000 promised by Empirical.  Please describe the persons
who
will be involved in developing the Darrwin software and the basic
framework of the future relationship between Empirical and 3493734
Manitoba Ltd.
34. Who was responsible for the development of the Darrwin
software
before Empirical purchased it?  What relationship exists between
that
entity, 3493734 Manitoba Ltd. and the company?
35. Disclose in greater detail the operational capability of
Darrwin.
36. Please describe your calculations in estimating the $245,000
needed to complete development of the Darrwin software.
37. Disclose in greater detail your process for obtaining
additional
funding including anticipated mergers and debt or equity
fundraising
efforts.

   Intellectual Property, page 23
38. The Technology Purchase Agreement states that 3493734 Manitoba
Ltd. "has taken all necessary and proper steps to register and to
keep the patent in good standing and the vendor is not aware of
any
conflicting claims or patent applications."  We are unaware of any
patents on the software.  Please explain.  To the extent a patent
does not exist, advise as to the impact this term will have on the
enforceability of the agreement.
39. Please describe the material terms of your confidentiality
agreements described on page 24.  Please provide information on
who
has signed the agreements and file either the agreements, or a
form
thereof, as an exhibit to your registration statement.

   Competition, page 24
40. Please discuss in greater detail your relative position in the
current market in which you operate, including quantitative and
qualitative information on your relative position. Also, please
list
by name specific competitors for your software product.  See Item
101(b)(4) of Regulation S-B.

   Research and Development Expenditures, page 25
41. Please describe what is meant by "maintaining our competitive
positioning" and what efforts are being undertaken to maintain
such
position. Explain how you intend to raise the $245,000 required to
further develop your software.

   Employees, page 26
42. The disclosure indicates you have 2 part-time employees.
Please
confirm and identify both. Your plan of operation states you have
one
part-time employee.

Plan of Operation, page 26
43. Reference is made to your statement that in furtherance of
your
business model, you "have continued to progress [y]our development
plan focusing on web design and finding a suitable location to
implement a test site."  Please elaborate and update on all such
efforts.
44. In your Plan of Operation, please disclose the costs involved
to
market your product.  Indicate who will perform this function and
when they will begin.  To the extent you have not identified
anyone
to date, so state.
45. Specifically address the costs associated with Empirical
becoming
a public reporting company and the sources of funds to be used to
pay
such costs.
46. Since you do not intend to hire any employees, please describe
the costs associated with hiring subcontractors or consultants at
each phase of your  plan of operation.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 28
47. We note your statement in the first paragraph that you intend
spending in the next 12 months $10,000 in legal fees, $10,000 on
consulting fees, $6,000 on accounting fees and $1,000 on transfer
fees.  These appear to be the fees associated with this offering
and,
if so, should be identified as such.  Please advise. Elaborate on
the
consulting fees
48. The purpose of registering this offer and providing this
prospectus is so that investors may make an informed decision.  As
such, we do not understand the basis for your conclusion in the
second sentence of the second paragraph.
49. You indicate in the last sentence of the second paragraph that
your audit report covers the period from inception