MAIL STOP 3561
December 15, 2005
Ms. Lori Bolton, President
Matrix Ventures, Inc.
#5 2118 Eastern Avenue
North Vancouver, British Columbia
Canada V7L 3G3
RE: Matrix Ventures, Inc.
Amendment 5 to Registration Statement on Form SB-2
File Number: 333-120382
Filed: December 9, 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.
General
1. We strongly suggest that the agreement of your president to
lend
funds to you be memorialized and filed as an exhibit.
Summary
2. Please update the expenditures indicated on page 5. Has the
$10,000 due December 31, 2005 been paid?
3. Correct the heading to the unaudited balance sheet information.
Interest of Named Experts, page 20
4. See Item 509 of Regulation S-B concerning the legal fees which
appear to be contingent on an effective registration statement.
Please describe those fees and their contingent nature as required
by
that Item.
5. Given that the officers-directors of this company have no
apparent
interest or prior knowledge or experience in the mining business,
and
given what, for this company, is a significant amount of legal
fees
for simply filing a routine opinion, please consider whether legal
counsel(s) to this company may be considered as promoter(s), as
defined. Please discuss as required per Item 509.
Proposed Budget and Total Program Costs, page 25
6. You state that, following completion of the phase three
exploration program, you "will ensure" that you complete at least
an
additional $20,000 in exploration for phase four. This statement
appears contradictory to the paragraph above which states that "if
no
further exploration is recommended on the property after the
completion of any phase, we will likely allow the option
respecting
the property to lapse." Please clarify whether you will spend
the
additional $20,000 regardless the geologist recommendation or
reconcile the inconsistency.
7. Please reflect phase four in the Proposed Budget section and
discuss the activities to be conducted under the Geological
Assessment Report section on page 24.
8. You state that you "expect to proceed with the phase two
exploration program in November 2005." Please update this
statement
and the prospectus throughout to reflect that you have commenced
phase two. Please also provide an update on the status of the
phase
II exploration and the cost.
9. The statement, "[o]ur current cash on hand of $3,848 as of
December 9, 2005 will enable us to complete most of the phase two
exploration program" appears inaccurate. To complete phase 2
program, you will need $10,000. Please revise.
Reports to Security Holders, page 27
10. Please update SEC address.
Plan of Operation, page 27
11. Please update your discussion for the next 12 months, the
phase
two exploration program, as well as phase four exploration.
Please
revise the disclosure throughout accordingly, including the amount
of
expenditures over the next 12 months.
12. We note your response to comment three in our letter dated
November 18, 2005 that you will either have to raise additional
capital through the sale of your common stock or receive loans
from
directors. Part II shows that your total registration costs are
$42,732. Before the registration statement becomes effective,
please
disclose clearly how much money you will need as well as the
arrangements you have to raise the funds through the sale of your
common stock and/or your arrangement to receive loans from
directors.
In this regard, you should also consider the money you will need
to
raise for phase II, III, and IV explorations.
13. State the "current cash on hand" as of the latest practicable
date prior to effectiveness.
Certain Relationships and Related Transactions, page 29
14. Please disclose the material terms of the loan arrangement you
will enter with Ms. Bolton, mentioned on page 26, including the
interest rate and the date payable.
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) 681-7622
Val-U-Corp services, Inc.
1802 N Carson Street, suite 212
Carson city, Nevada, 89701
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Ms. Lori Bolton
Matrix Ventures, Inc.
page 1
02/08/2006