SecProbe.io

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Mail Stop 4-6

      January 19, 2005

Mr. Desmond Ross
President
Quantum Ventures, Inc.
8526 Shepherd Way
Delta BC, Canada V6C 4K1

      RE:	Quantum Ventures, Inc.
   Registration Statement on Form SB-2, as amended
   File No. 333-119146

Dear Mr. Ross:

      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. Feel free to call us at the telephone numbers listed at
the
end of this letter.

General
1. Since this is a continuous offering, it is subject to Rule 415
of
the Securities Act.  Please add a box to the facing page of the
registration statement identifying this filing as a 415 offering.
See
interpretation G.133 of the Corporation Finance Telephone
Interpretations Manual.
2. To expedite our review process, please ensure that future
response
letters set forth the location of amended disclosure in your
registration statement and your responses are consistent with such
disclosure.
3. Prior comment 2. Please add risk factor disclosure concerning
your
possible status as a blank check company.
4. Prior comments 2, 30, 31, 32, and 42. Your MediFlow software is
critical to the future of your business, yet the MediFlow software
is
not described in materially complete terms as requested in our
previous comments. We note that a discussion of MediFlow`s
acquisition and development, proposed/current functionality, as
well
as future development milestones should be provided. In addition,
we
noticed apparently conflicting supplemental disclosures including
descriptions of MediFlow as both a "medical infectious disease
analysis tool" and a "medical search engine."  Further, we
requested
that you address the costs, requirements and functionality of
MediFlow as it would apply to veterinarians, a targeted market.
Finally, please revise your disclosure to eliminate technical
jargon,
such as SQL and ODBC.
5. For many prior comments you have supplementally provided brief
answers but have not updated the corresponding disclosure in your
registration statement. For example, in response to prior comment
42,
you described a competitor, Mayer Zev Enterprises. However, you
did
not identify Mayer Zev as a competitor in your registration
statement; and you also did not disclose that Meyer Zev
Enterprises
developed its own medical infectious disease analysis tool.  Fully
describe qualitative or quantitative information regarding your
relative position or discuss your "numerous" competitors by name.
6. Prior comments 3 and 30. We note that you use the term
"controlled" to describe Larry Cherrett`s role in 3493734 Manitoba
from which you purchased the MediFlow software program. Please
clarify the disclosure to indicate that Mr. Cherrett is the sole
officer and director of this entity and advise if Mr. Cherrett is
also the sole shareholder. Explain any ongoing relationship
between
3493734 Manitoba and Quantum Ventures. Please also describe how
Mr.
Cherrett obtained the software developed by World Star Holdings.
7. Prior comment 4. We note your response. Please explain why
there
is no need for blue sky registration for this offering. In this
regard, we note the disclosure in your plan of distribution
regarding
the need to comply with state securities laws. If you intend to
rely
upon state exemptions, please provide a detailed analysis of why
you
believe each state exemption is available to you.
8. In future amendments, please update your table of contents to
include correct page numbers.

Prospectus Cover Page
9. As previously requested in prior comment 6, highlight the cross
reference to the risk factors section and page by prominent type
or
similar manner.  See Item 501(a)(5) of Regulation S-B.

Summary, page 3
10. Prior comment 9.  Please revise the statement that the summary
does not contain all of the information that may be important.
11. Reconcile your statement on page 3 that you had "no revenues"
with your risk factor discussion stating that you have "nominal
revenues."
12. Prior comment 12.  Advise whether any consents were signed
pursuant to a waiver of default.

Risk Factors, page 4
13. Please note that our prior comment 14 was intended as a guide
to
enhance your disclosure. We did not intend for you to remove all
risk
factors identified as examples in our comment. Further, we
encouraged
you to reconsider your disclosure and revise as appropriate, since
many of your risk factor captions are too vague and generic or do
not
substantively describe the nature of the risk or harm to a
potential
shareholder.  Please revise to describe all material risk factors
to
Quantum Ventures or this offering. In this regard, please make
sure
that all information is updated at least through your September
30,
2004 interim period.

Selling Security Holders, page 9
14. Prior comment 16.  As previously requested, advise as to how
you
located the purchasers for your Regulation S offering.

Directors, Executive Officers, Promoters and Control Persons, page
18
15. Prior comment 21. We note your disclosure stating that you
have
no employment agreements with directors. Since your two directors
are
also executive officers, please clarify that there are no
employment
agreements with employee-directors.
16. Please respond to our prior comment 23.
17. Please revise your disclosure to be specific as to the "hands
on"
experience of Mr. Ross.  Clarify whether the "hands on" experience
relates to accounting or finance.

Description of Business, page 24

Current and Planned Development, page 24
18. Prior comment 11.  Please describe your intentions to purchase
computers and other servers and their associative costs in md&a.
See
Item 303(a)(1)(iii) of Regulation S-B.
19. Prior comment 33.  Please discuss the testing undertaken by
uncompensated "business associates" and disclose in greater
quantifiable detail what is meant by your disclosure that the
testing
is done when these associates "are able." Please also advise if
your
"business associates" have signed confidentiality agreements.
20. Please quantify the estimated marketing expenses described on
page 29.
21. Prior comment 45. Please supplementally advise as to any
efforts
to obtain additional "equity funding."
22. Prior comments 35 and 53.  Disclose, if true, that you have no
plans for mergers or acquisitions. We note your discussion in md&a
regarding the possibility of acquiring or merging with a private
company.

Intellectual Property, page 23
23. Please disclose that at the time of the filing of your
registration statement you had no protections for your
intellectual
property. Please also disclose that you had no rights to the
Internet
domain names http://www.quantumventures.com or
http://www.mediflow.com.
24. Please disclose Mayer Zev Enterprize`s role in "collaborating"
on
the creation of your software. Does Mayer Zev have any
intellectual
property rights in your software? What relationship, if any, is
there
among World Star Holdings, Mr. Cherrett and Mayer Zev?
25. Please advise whether Quantum and Mr. Cherrett have taken all
necessary steps to ensure ownership in proprietary rights for
"MediFlow."
26. Prior comment 40. We cannot locate discussion regarding the
material terms of your non-disclosure agreements.

Management`s Discussion and Analysis or Plan of Operation, page 27
27. Prior comments 34, 46 and 51. Describe in greater detail how
you
calculated that you need $255,000 to update the MediFlow software
and
meet the expenditure covenants under the Technology Purchase
Agreement. As part of this discussion, please provide timeframes
and
milestones. (We note your brief discussion under Plan of Operation
regarding registering your trademarks for $3500, completing
development of your website and demonstration site for $6500 and
initiating your marketing plans.)  Please also include a
discussion
of the legal and fiscal ramifications associated with your
spending
covenants in the Technology Acquisition Agreement.
28. Prior Comment 45. Please supplementally advise as to Quantum`s
status in obtaining government grants or participating in
government
programs.  Please provide details on the type and nature of such
grants or programs.
29. Prior comment 47. We are unable to locate the disclosure
regarding the costs associated with Quantum becoming a public
reporting company, including additional legal, accounting and
general
compliance costs as well as the sources of funds to be used to pay
such costs.
30. Prior comment 48.  We do not understand your response
regarding
outlining the components of the estimated $4,000 per month in
expenditures.
31. Please describe in quantifiable terms the costs associated
with
hiring additional employees at each phase of Quantum`s plan of
operation. We note your response to our prior comment 50 that you
will not hire outside consultants, however this appears to be
inconsistent with disclosure in your business discussion (i.e.,
marketing and employees/consultants).

Executive Compensation, page 31
32. Prior comments 58 and 59. Mr. Nittritz`s consulting fees
should
be reflected in the summary compensation table under salary or
bonus,
as appropriate.  Please describe in the business section the
production status of the preliminary website design for which Mr.
Nittritz received compensation.

Consolidated Financial Statements

Consolidated Balance Sheet, Page E3
33. We note that you have separately reported your liability for
acquired technology in response to prior comment 62. However, the
amount reported on the balance sheet as of June 30, 2004 of $1,000
appears inconsistent with the $5,000 cash and $1,000 of common
stock
disclosed as unpaid in Note 3 to the consolidated financial
statements (page F-10). Supplementally, reconcile these amounts.
Also, explain why the technology purchase resulted in an investing
cash outflow of $6,000 during the period from inception to June
30,
2004 if the consideration was unpaid as of the balance sheet date
and
the cash portion was limited to $5,000.

   Consolidated Statement of Cash Flow, page F5
34. The column heading in your consolidated statement of cash
flows
appears incorrect. Please revise.

Note 3. Technology Rights, page F10
35. We have read your response to prior comment 72 regarding the
Technology Purchase Agreement and have the following additional
comments:
* We note that you only addressed the cash consideration paid in
accordance with the agreement and not the equity consideration in
response to the first bullet point of the prior comment.
Supplementally, address the first bullet point of the prior
comment
as it relates to the equity consideration considering that the
agreement appears to require issuance of the shares at closing;
* Supplementally, clarify your response to the third bullet point
of
the prior comment to help us understand why you did not allocate
consideration paid under the agreement to the non-compete
provision
solely because its term exceeds the useful life of the technology.
In addition, tell us and disclose the useful life of the acquired
technology and explain how you concluded that the technology asset
is
recoverable given its short life and the very early stage of the
company`s development. Please be specific and provide us with any
analyses used by management and the company`s auditors to
determine
recoverability; and
* We were unable to locate any additional disclosures addressing
the
fourth bullet point of the prior comment. Please revise.
36. We were unable to locate any supplemental response or
additional
disclosures addressing prior comment 73. Please respond
supplementally and revise.

PART II

Other Expense of Issuance and Distribution, Page II-1

37. We note your expenditures of $6,500 for website development as
part of the "cost of the offering." Please advise if this website
was
developed for the offering and why the website development is
included as a "cost of the offering."
38. Please supplementally advise why the $3,500 trademark
registration fees are included as a "cost of the offering."

Signatures, II-4
39. Please ensure that your next amendment sets forth the
signatures
of Messrs. Nittritz and Ross.

Exhibit 3.2
40. Please advise if the restrictions contained in Section 47 are
appropriate terms for a public company. Further, please confirm
the
accuracy of your updated Section 47(c).
Exhibit 5.1
41. Please advise if Mr. Emas is admitted to practice law in the
State of Nevada.

Exhibit 99.1
42. In the future please ensure you properly label exhibit 99.1
pursuant to Item 601(b)(10) of Regulation S-B.

Exhibit 99.2
43. Prior comment 77. We note that you have not filed exhibit 99.2
pursuant to your response. Please file an exhibit that lists any
subsidiaries of Quantum Ventures and label it pursuant to Item
601(b)(21) of Regulation S-B.

* * * * *
      As appropriate, please amend your filings 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 understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	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 Mark Kronforst at (202) 824-5341 or Lisa
Mitrovich, Assistant Chief Accountant, at (202) 942-1836 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Adam Halper at (202) 824-5523 or me at
(202)
942-1800 with any other questions.

							Sincerely,

							Barbara C. Jacobs
      Assistant Director

cc:	Joseph I. Emas, Attorney at Law
	1224 Washington Ave
      Miami Beach, Florida 33139
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Quantum Ventures, Inc.
January 19, 2005
Page 8 of 8

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