MAIL STOP 0511
December 13, 2004
Ms. Lori Bolton, President
Matrix Ventures, Inc.
#5 2118 Eastern Avenue
North Vancouver, British Columbia
Canada V7L 3G3
RE: Matrix Ventures, Inc.
Registration Statement on Form SB-2
File Number: 333-120382
Filed November 12, 2004
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 disclose, if true, that the company does not consider
itself a blank check as the term is defined in Regulation C, Rule
419, and does not intend to merge with or acquire another company
in
the foreseeable future.
2. Please confirm that the dollar figures in the registration
statement are in U.S., not Canadian dollars.
3. Please note the updating requirements for the financial
statements
pursuant to Item 310(g) of Regulation S-B. Provide financial
statements for the interim period ended September 30, 2004. A
currently dated consent of the independent accountants should also
be
included in an amendment to the registration statement.
Registration Statement Facing Page
4. Please provide the name, address and telephone of the company`s
agent for service in the United States.
Summary
5. Please disclose the company`s fiscal year-end.
6. Clearly indicate hereunder that the "mineral property" is not
owned by the company and that an option in the name of the company
is
for mineral exploration rights only.
7. Define "hectares".
8. Update the summary financial information.
Risk Factors, page 6
9. Please clarify the statement in the first risk factor, "[w]e
will
also require additional financing in order to determine whether
the
property contains economic mineralization."
10. Please revise the phrase, "acquisition of our mineral
property."
You did not acquire the land, but an option to the claim of the
property and there is no known mineral on the property. To call
it
"mineral property" may be confusing.
11. We refer you to your fifth risk factor where you discuss the
possibility of hazards liability against which you cannot or you
may
elect not to insure. Please discuss your liability insurance
policy. If you have none, please clearly state so.
12. The fourth and fifth risk factors are duplicative.
13. The twelfth risk factor is a generic risk that should be
relocated to a later section of the prospectus.
14. Please explain, if true that under Canadian law, title to
mining
claims can only be held by Canadian residents or corporations.
If
so, it appears that Matrix Venture, a Nevada corporation, will not
be
able to purchase the mining claim. Please provide a legal
analysis
to the staff on a supplemental basis on whether Matrix Venture may
acquire the mining claim from Terry Loney. If not, the risk that
Matrix Venture will not be able to obtain title to the mining
claim
because it is not a Canadian resident should be discussed in the
risk
factor section and revise your registration statement accordingly.
Furthermore, from the property option agreement, it seems that
Matrix
Ventures is a company incorporated under the laws of the Province
of
British Columbia, not Nevada. Please reconcile the inconsistency
throughout the prospectus.
Directors, Executive Officers, Promoters and Control Persons, page
17
15. Disclose Ms. Bolton and Ms. Kumar`s age as required by Item
401(a)(1) of Regulation S-B.
16. The business experience of each management member should
include
for each position held: the name and responsibilities of each
position, the name of the entity with whom the position was held,
the
business of the entity, and the beginning (and ending) date of
each
position by month and year. The discussion should cover the last
five years as required by Item 401 of Regulation S-B and any
additional period that you voluntarily decide to cover in the
disclosure. Please revise. Also, clearly identify those
companies
that are public companies.
Interests of Named Experts And Counsel, page 20
17. Please revise the first paragraph under this caption.
Currently,
it merely states standardized, boiler-plate. The disclosure
should
name the counsel(s) that has given an opinion or assisted in
preparation of the registration statement. Additionally, confirm
to
us supplementally that counsel has, in fact, not acted as a
promoter
of this company or the offering.
Organization Within Last Five Years, page 20
18. Please include the disclosure according to Item 404(d) of
Regulation S-B. If not applicable, please so advise.
Description of Business, page 20
19. Disclose the exploration expenditures on the Wanapitei River
property to date.
20. Please disclose what happens to the claim option if you fail
to
complete the required amount of exploration work. Please
consider
adding a risk factor.
21. Confirm, if true, that there is no relationship between Mr.
Loney
as a promoter of the Company and Matrix Ventures, its officers,
directors and/or affiliates.
22. Please address whether the property is accessible for a
limited
part of the year. If so, please consider adding a risk factor.
23. Please indicate if the commencement of phase two and three
will
be dependent on the result of phase one and phase two studies. If
so, clearly state and indicate who will make this determination
and
how this determination will be made. If studies in phase one or
two
fail to prove any exploitable reserves on the claims, will Matrix
continue to phase two or three? If not, will the option agreement
automatically be in default? If so, this possibility should be
discussed in the material risk factors section.
24. You state that you must obtain a work permit. Please provide
the
status of that.
25. Please clarify when you will enter the drilling stage in your
exploration program. We note the disclosure that you must provide
a
notice of work and post a bond if the rights of a private
landowner
may be affected. Please disclose the anticipated time frame for
providing such notice and the expenses associated with this,
including the posting of the bond.
26. You state that you have budgeted for regulatory compliance
costs
in the proposed exploration program. We are unable to locate such
costs in the proposed budget table for phases I, II, and III.
Please
revise.
27. Please disclose the information required by Item 101(c)(1) and
(2) of Regulation S-B.
28. 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.
Plan of Operation, page 24
29. Please disclose the entities you hired to conduct the
exploratory
phases. Disclose the principal terms of the agreements and file
the
agreements as exhibits.
30. Please disclose whether you have to rent or purchase any
equipment for the exploration.
31. Please update the status and the result on the phase one
exploration program.
32. You indicate that you will have to raise additional capital
to
fund the second phase and the third phase. Please explain the
reason
you would need to raise additional funds for the second phase when
you have $23,936 cash on hand. Additionally, please discuss how
you
plan to raise additional capital before the summer of 2005, when
phase three begins.
Market for Common Equity and Related Stockholder Matters, page 26
33. Please explain that, because the shares eligible for resale
under
Rule 144 were obtained with significantly lower prices than the
shares offered in this public offering, they may be sold for
prices
much lower than the shares offered here and may have a downward
depressive effect on the market.
Part II
Recent Sales of Unregistered Securities
34. For each transaction in this section, please disclose the
facts
relied upon to make the exemption available. See Item 701 of
Regulation S-B. Also, please disclose the specific subsection of
Regulation S upon which you relied.
Exhibits
35. We note the legality opinion remains to be filed.
36. Please designate the principal accounting officer and
principal
financial officer, as required by Form SB-2.
Engineering Comments
General
37. For the property, provide the disclosures required by Industry
Guide 7 (b). In particular, provide:
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* The source of power that can be utilized at the property.
* A description of equipment, other infrastructure, and
facilities.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
Risk Factors, page 6
38. 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. Detail the risks to investors.
Description, Location and Access, page 21
39. In the first paragraph on page 22, the filing references mines
and other mineral properties that exist in the area of the
property.
This may misguide investors into inferring that the property may
have
commercial mineralization because of its proximity to these mines
and
properties. Remove information about mines, prospects, or
companies
operating in or near to the property. Focus the disclosure on
properties controlled by the company.
Geological Assessment Report: Wanapitei Property, page 22
40. The forth paragraph on page 23 refers to the practice of grab
sample collection. As a general checklist, when reporting the
results of sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
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 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
02/14/2006