MAIL STOP 3561
September 9, 2005
Ms. Lori Bolton, President
Matrix Ventures, Inc.
#5 2118 Eastern Avenue
North Vancouver, British Columbia
Canada V7L 3G3
RE: Matrix Ventures, Inc.
Amendment 3 to Registration Statement on Form SB-2
File Number: 333-120382
Filed: August 12, 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.
General
1. Please note the updating requirements for the financial
statements
pursuant to Item 310(g) of Regulation S-B and provide a currently
dated consent of the independent accountants in an amendment to
the
registration statement.
Summary
2. We direct your attention to the statement, "[t]o date, we have
not
conducted any exploration on our sole mineral property interest .
..
..." This statement does not appear to be correct. Please revise.
3. You state that the offering will conclude when all of the
2,309,000 shares of common stock have been sold. Please explain
to
the staff how that complies with Rule 415(a) of the Securities
Act.
Risk Factors, page 6
4. Please revise the statement in risk two that to date, you have
been involved primarily in organizational activities. We note
that
you have finished Part I of the exploration phase. You also state
that potential investors should be aware of the difficulties
normally
encountered by new mineral exploration companies, however, you did
not spell out these risks. Please do so.
5. Please disclose as a material risk that in order for Matrix
Venture, Inc. to hold title to the mineral claims, the company
must
be registered in British Columbia and that you have not registered
in
British Columbia. Please also disclose when you plan to do so.
6. In risk factor 9 where you state that your directors will have
significant influence over corporate decisions that may be
disadvantageous to other minority shareholders, please also
discuss
the directors` fiduciary duties towards other shareholders.
7. Risk factor 10 states that your president will only spend 30%
of
her business time to Matrix. Please quantify in terms of how many
hours that would be per week. Please do the same for Ms. Kumar.
8. Please add a risk factor that addresses the fact that the
property
has not been examined in the field by a professional geologist or
mining engineer. Please also remove all references to the
property
reviewer, John M. Siriunas, from the filing.
Interests of Named Experts and Counsel, page 20
9. Please revise the second paragraph under this caption. The
registration statement must also contain an opinion of counsel in
accordance with Item 601 of Regulation S-B.
Description of Business, page 20
10. You state that in order for you to exercise the option, you
are
obligated to incur "exploration expenditures" of a total of
$115,000.
However, your proposed budget shows the estimate for exploration
programs will be a total of $95,000; this is $20,000 less than the
number stated in the option agreement and in that case, you will
lose
your right. Please reconcile and explain how you plan to remedy
the
situation.
11. We reissue comment 5. 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 or all references to
him should be deleted.
12. Indicate the date for the "current cash on hand of $9,318" on
page 24 and ensure that it is as of the approximate date of the
prospectus.
Plan of Operation, page 26
13. We note that phase II will cost $10,000 and will start in
October, which is less than a month away. Currently, your cash on
hand is not sufficient to satisfy this amount. In addition, you
have
not made any arrangements to obtain loans from your directors.
Please disclose how you plan to fund the difference and describe
the
actions you will take and the timeline for such actions.
14. We note that you incurred $63,572 in operating expenses.
Please
disclose how you paid this cost and make reference to the
appropriate
financial statement accounts.
Rule 144 Shares, Page 28
15. You state that 5,000,000 shares of your common stock, all held
by
your directors, are available for resale to the public after March
23, 2005. We do not understand how you came to this conclusion.
Please advise or revise.
Executive Compensation, page 29
16. Correct the date in the first paragraph of this section.
Part II
Exhibits
17. We reissue former comment 6. Please file the legality opinion
with your next amendment.
Signatures
18. We repeat prior comment 7. Please have the registration
statement signed by chief accounting officer and principal
financial
officer. If Erika Kumar is acting in the capacity of chief
accounting officer and principal financial officer, she should
sign
the registration statement with those titles.
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) 551-3626 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) 551-3391, or to Don Rinehart, who supervised
the
review of your filing, at (202) 551-3235.
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 4
11/17/2005