MAIL STOP 3561
								November 18, 2005

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

RE: 	Matrix Ventures, Inc.
	Amendment 4 to Registration Statement on Form SB-2
	File Number: 333-120382
      Filed: November 10, 2005

Dear Ms. Bolton:

      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.

Description of Business, page 20

1. You state that, following the phase three exploration program,
you
will complete at least an additional $20,000 in exploration
expenditures.  Please describe in detail the activities you will
conduct in this phase and the necessity to conduct such
activities.
Please revise throughout the prospectus and the proposed budget
section to make sure that you discuss this phase where
appropriate.



Plan of Operation, page 27

2. Please update the status of your phase two exploration.

3. In response to comment 14, you disclosed that $25,000 in legal
fees related to the registration statement will be due following
the
effective date of their registration statement.  Considering that
your cash balance of $9,330 at June 30, 2005 and your plan to
spend
$10,000 in exploration by December 31, 2005, please disclose the
source of funds that will be used to pay for the registration
statement related legal fees.

Other

4. Please note the updating requirements for the financial
statements
as set forth in Item 310(g) of Regulation S-B and provide a
current
dated consent of the independent accountants in any amendments.

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 Brian Bhandari at (202) 551-3390 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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Ms. Lori Bolton
Matrix Ventures, Inc.
page 1
11/28/2005