SecProbe.io

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MAIL STOP 0511
								February 23, 2005

Ms. Lori Bolton, President
Matrix Ventures, Inc.
#5 2118 Eastern Avenue
North Vancouver, British Columbia
Canada V7L 3G3

RE: 	Matrix Ventures, Inc.
	Amendment 2 to Registration Statement on Form SB-2
	File Number: 333-120382
      Filed: February 11, 2005

Dear Ms. Bolton:

      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.

Risk Factors, page 6

1. You state in the correspondence in response to comment 5 that
your
Canadian legal counsel, Gregory Yanke confirmed that title to a
mineral property may be registered in the name of a Nevada
Corporation.  This is contradictory to the legal opinion provided
by
Mr. Yanke.  The opinion states that "a corporation must be
registered
in the jurisdiction in which the mineral claims are located in
order
to hold title so such mineral claims."  The mineral claims are
located in Ontario, Canada but Matrix Ventures is incorporated in
Nevada.  Please correct the apparent discrepancy.
Further, you state that you have filed the consent to use this
legal
opinion as an exhibit.  We cannot locate this consent.

Interests of Named Experts And Counsel, page 20

2. We reissue our prior comment 7.  Please revise the third
paragraph
under this caption.  The registration statement must contain an
opinion of counsel in accordance with Item 601 of Regulation S-B.
You state in the correspondence that you have disclosed details of
legal counsel who have acted as experts in connection with your
registration statement.  We cannot locate this disclosure.

Description of Business, page 20

3. We partially repeat prior comment 9.  Please provide the result
of
the phase I study.  If you will not proceed with phase II,
disclose
whether and how you plan to continue this offering.

4. Your response to comment 10 indicates that you will attempt to
raise additional funds in order to acquire an interest in an
alternative mineral property.  Please clarify the phrase
"alternative
mineral property."  Please provide greater details of your plan of
operation for the next 12 months, including how you plan to raise
additional funds, how much you would need, and how you plan to
locate
and acquire another piece of property.  See Item 303(a) of
Regulation
S-B.

5. We reissue prior comment 11.  The consent of John Siriunas to
the
use of his name and the references to his report should be filed
as
an exhibit to the amended registration statement.

Part II
Exhibits

6. We note that the legality opinion remains to be filed.

Signatures

7. We repeat prior comment 15.  Please have the registration
statement signed by chief accounting officer and principal
financial
officer.  You state that Erika Kumar is signing as your chief
accounting officer and principal financial officer.  However, this
is
not reflected in the registration statement.  Please revise.

General
8. The financial statements should be updated pursuant to Item
310(g)
of Regulation S-B. A currently dated consent of the independent
accountants should be included in an amendment to the registration
statement.

Closing Statements

      As appropriate, please amend your registration statement 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 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 David Burton at (202) 942-1808 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Yuna Peng at (202) 942-1917, or to Don Rinehart, who supervised
the
review of your filing, at (202) 942- 4622.

Sincerely,

John Reynolds, Assistant Director

Office of Emerging Growth Companies

cc: 	Greg Yanke, Esq.
	Fax (604) 681-7600
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Matrix Ventures, Inc.
page 1
3/8/2005

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