SecProbe.io

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Mail Stop 3561

May 31, 2005

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

	Re:	Empirical Ventures, Inc.
Amendment No. 3 to Registration Statement on Form SB-2
		Filed May 4, 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.

      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.

General
1. We are unable to locate your response to prior comment one
dated
February 11, 2005, and we hereby reissue the same.  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. We hereby reissue prior comment three dated February 11, 2005.
Please disclose in the prospectus the need for any blue sky
registration. We note your disclosure under plan of distribution.
3. The registration statement cover page to your next amended
filing
should reflect amendment number 5.
4. Your attention is directed to Item 310(g) of Regulation S-B and
the possible need for updated financial statements and related
disclosures.
5. You are reminded that a currently dated consent of the
independent
accountants with typed signature should be included in any
amendment
to the registration statement.

Prospectus Cover Page
6. We hereby reissue prior comment five dated February 11, 2005.
Please provide us with the basis for including the last sentence
of
the third paragraph beginning with "The information is this
prospectus...."
7. We hereby reissue prior comment six dated February 11, 2005.
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.

Prospectus Summary, page 3
8. We hereby reissue prior comment eight dated February 11, 2005.
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.
9. Delete the last sentence from the introductory paragraph
regarding
"we," "us," "our" and the "company."
10. The revised disclosure under "Our Business and Business
Strategy"
repeats disclosure located in the Business section.  It also
contains
an embedded list that provides very little context from which a
reader might better understand this offering, your technology or
your
business.  Revise this disclosure both here and in the Business
section to more adequately address the salient features of your
software and to eliminate the embedded list.
11. You state under "Our plan is to earn revenue from the sale of
our
software product" that to complete your plan, you will need to
hire
additional staff and consultants and invest in additional
computers.
Please also state, as you do on page 25, that you do not have
sufficient funds to engage additional employees or contractors to
proceed with your development plan.
12. Indicate under the Selling Shareholder section that you will
be
paying the costs of this offering and disclose the amount.
Indicate
how you plan to pay these costs in the MD&A section.

Risk Factors, page 4
13. Clarify in the first risk factor whether Mr. Ward has agreed
in
writing to support the minimum budget for the next twelve months.
Indicate the amount of the budget, the material terms of Mr.
Ward`s
agreement to support the company, and file the agreement as an
exhibit.  If Mr. Ward has not agreed in writing, so state and
indicate the risk posed by this oral agreement.
14. We hereby reissue prior comment 11 dated February 11, 2005.
Reference is made to risk factor four 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.
15. We hereby reissue prior comment 13 dated February 11, 2005.
Risk
factor seven 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.
16. We hereby reissue prior comment 15 dated February 11, 2005.
Please revise risk factors 14 and 15 as they are generic and
repeat
disclosure located elsewhere in the prospectus.
17. We note your response to prior comment 16 dated February 11,
2005.  Please address in the prospectus 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 10
18. We hereby reissue prior comment 18 dated February 11, 2005.
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. The disclosure under Family Relationships indicates that there
are 4,586,662 shares outstanding.  Please revise.

Plan of Distribution, page 15
20. We hereby reissue prior comment 21 dated February 11, 2005.
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.

Security Ownership of Certain Beneficial Owners and Management,
page
19
21. Messrs. Ellis and Johnson should not be included in the "as a
group" calculation, which applies only to officers and directors.
See Item 403(b) of Regulation S-B.  Please revise both the
calculation and the disclosure.

22. We hereby reissue prior comment 25 dated February 11, 2005.
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 23
23. We hereby reissue prior comment 26 dated February 11, 2005.
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 disclosure herein and in MD&A.
24. We hereby reissue prior comment 27 dated February 11, 2005.
Describe in greater detail 3493734 Manitoba Ltd. and its
relationship
to the company.

Description of Business, page 24

Current and Planned Development, page 22
25. We hereby reissue prior comment 28 dated February 11, 2005.
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.
26. We hereby reissue prior comment 29 dated February 11, 2005.
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.
27. We hereby reissue prior comment 31 dated February 11, 2005.
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.
28. We note your response to prior comment 32 dated February 11,
2005, and we reissue the same.  Disclose in greater detail the
role
of Larry Cherrett in the software acquisition. Is Mr. Cherrett a
software developer, owner, or agent?  In addition, please advise
who
the Burke family trust is.
29. We note your response to prior comment 33 dated February 11,
2005, and we reissue the same.  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.
30. Disclose in the prospectus the person responsible for the
development of the Darrwin software before Empirical purchased it.
What relationship exists between that entity, 3493734 Manitoba
Ltd.
and the company?  See prior comment 34 dated February 11, 2005.
31. We hereby reissue prior comment 35 dated February 11, 2005.
Disclose in greater detail the operational capability of Darrwin.
32. We hereby reissue prior comment 36 dated February 11, 2005.
Please describe your calculations in estimating the $245,000
needed
to complete development of the Darrwin software.
33. We hereby reissue prior comment 37 dated February 11, 2005.
Disclose in greater detail your process for obtaining additional
funding including anticipated mergers and debt or equity
fundraising
efforts.

Competition, page 26
34. We hereby reissue prior comment 40 dated February 11, 2005.
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
competitors for your software product.  See Item 101(b)(4) of
Regulation S-B.

Research and Development Expenditures, page 27
35. We hereby reissue prior comment 41 dated February 11, 2005.
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 27
36. Reconcile the disclosure in this section with the third full
paragraph under Current Operation Development which indicates that
you will need to hire additional employees, contractors and
further
engage consultants to enable you to undertake marketing.

Plan of Operation, page 28
37. Provide specific dates for beginning and completing each
milestone.
38. We hereby reissue prior comment 43 dated February 11, 2005.
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.
39. We hereby reissue prior comment 44 dated February 11, 2005.
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.
40. We hereby reissue prior comment 45 dated February 11, 2005.
Specifically address the costs associated with Empirical becoming
a
public reporting company and the sources of funds to be used to
pay
such costs.
41. We hereby reissue prior comment 46 dated February 11, 2005.
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 29
42. We hereby reissue prior comment 47 dated February 11, 2005.
We
note your statement in the first paragraph that you intend
spending
in the next 12 months $15,000 in legal fees, $5,000 on blue sky
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.
43. We hereby reissue prior comment 48 dated February 11, 2005.
The
purpose of registering this offer and providing this prospectus is
so
that