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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MATRIX VENTURES, INC.
---------------------------
(Exact name of Registrant as specified in its charter)

NEVADA 1000 Applied For
- ------------- --------------------------- ----------------
(State or other Standard Industrial IRS Employer
jurisdiction of Classification Identification
incorporation or Number
organization)

Matrix Ventures, Inc.
Lori Bolton, President
#5 2118 Eastern Avenue,
North Vancouver, British Columbia
Canada V7L 3G3
- ------------------------------ ----------
(Name and address of principal (Zip Code)
executive offices)

Registrant's telephone number,
including area code: (604)986-9633
Fax:(604)681-7622
--------------
Approximate date of commencement of
Proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|

<page>

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. |__|

CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
- -----------------------------------------------------------------------
Common Stock $230,900 $0.10 $230,900 $29.26
- -----------------------------------------------------------------------

(1) Based on the last sales price on April 30, 2004
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.

SUBJECT TO COMPLETION, Dated November 10, 2004

Agent for service of process: Val-U-Corp Services Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, USA 89701
Telephone: 775-887-8853

<page>

PROSPECTUS
MATRIX VENTURES, INC.
2,309,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.
----------------

The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 7 - 11.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.10 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. We determined this offering price
based upon the price of the last sale of our common stock to investors.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

----------------

The Date Of This Prospectus Is: November 10, 2004

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Table Of Contents

PAGE
Summary .................................................................... 5
Risk Factors ............................................................... 6
- If we do not obtain additional financing, our business
will fail ............................................................. 6
- Because we have only recently commenced business operations,
we face a high risk of business failure ............................... 7
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ............................................................. 8
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business .................................... 8
- Even if we discover commercial reserves of precious metals
on the Wanapitei River Property, we may not be able to
successfully obtain commercial production ............................. 8
- We need to continue as a going concern if our business is
to succeed ............................................................ 9
- If we become subject to burdensome government regulation
or other legal uncertainties, our business will be
negatively effected ................................................... 9
- Because our directors own 49% of our outstanding stock,
they could control and make corporate decisions that
may be disadvantageous to other minority stockholders ................. 9
- Because our president has other business interests,
she may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail ...................................................... 9
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ....................... 10
- A purchaser is purchasing penny stock which limits the
sell the ability to stock ............................................. 10
Use of Proceeds ............................................................ 10
Determination of Offering Price ............................................ 10
Dilution ................................................................... 10
Selling Shareholders ....................................................... 11
Plan of Distribution ....................................................... 15
Legal Proceedings .......................................................... 16
Directors, Executive Officers, Promoters and Control Persons................ 17
Security Ownership of Certain Beneficial Owners and Management...............18
Description of Securities .................................................. 18
Interest of Named Experts and Counsel ...................................... 20
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ................................................. 20
Organization Within Last Five Years ........................................ 20
Description of Business .................................................... 20
Plan of Operations ......................................................... 24
Description of Property .................................................... 26
Certain Relationships and Related Transactions ............................. 27
Market for Common Equity and Related Stockholder Matters ................... 26
Executive Compensation ..................................................... 28
Financial Statements ....................................................... 28
Changes in and Disagreements with Accountants .............................. 29
Available Information ...................................................... 29

<page>

Summary

Prospective investors are urged to read this prospectus in its entirety.

We are involved in the business of mineral property exploration. To date, we
have not conducted any exploration on our sole mineral property, the Wanapitei
River property located in Scadding Township, approximately 18 miles northeast of
the city of Sudbury, Ontario, Canada. We have the option to acquire a 100%
interest in one mineral claim totaling approximately 164 hectares. In order to
exercise this option and acquire this claim, we need to pay the property owner,
Mr. Terry Loney, of Garson, Ontario, a cash payment of $7,200 and incur $115,000
in exploration expenditures as follows:

o $5,000 by December 31, 2004;
o an additional $10,000 by December 31, 2005; and
o an additional $100,000 by December 31, 2006.

Our objective is to conduct mineral exploration activities on the Wanapitei
River property in order to assess whether it possesses economic reserves of
gold, copper, nickel and platinum-group metals. We have not yet identified any
economic mineralization on the property. Our proposed exploration program is
designed to search for an economic mineral deposit.

We are planning to conduct only the preliminary stages of exploration work on
the Wanapitei River property. We will need to spend extensive amounts of money
and time on additional exploration before we are able to determine whether the
property contains economic quantities of mineralization.

Following the effective date of this registration statement, we intend to apply
to have our shares quoted on the OTC Bulletin Board market. However, there is no
assurance that this application will be successful or that any market will
develop for our stock.

We were incorporated on February 2, 2004 under the laws of the state of Nevada.
Our principal offices are located at #5 2118 Eastern Avenue, North Vancouver,
British Columbia, Canada. Our telephone number is (604) 986-9633.

The Offering:

Securities Being Offered Up to 2,309,000 shares of common stock.

Offering Price The selling shareholders will sell our
shares at $0.10 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We
determined this offering price based upon
the price of the last sale of our common
stock to investors.

Terms of the Offering The selling shareholders will
determine when and how they will sell the common
stock offered in this prospectus.

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Termination of the Offering The offering will conclude when all
of the 2,309,000 shares of common stock have been
sold, the shares no longer need to be registered to
be sold or we decide to terminate the registration
of the shares.

Securities Issued
And to be Issued 7,309,000 shares of our common stock
are issued and outstanding as of the date of this
prospectus. All of the common stock to be sold
under this prospectus will be sold by existing
shareholders.

Use of Proceeds We will not receive any proceeds from
the sale of the common stock by the selling
shareholders.

Summary Financial Information

Balance Sheet Data June 30, 2004
- ------------------

Cash $23,936
Total Assets $23,936
Liabilities $28,950
Total Stockholders' Deficit ($5,014)

Statement of Loss and Deficit

From Incorporation on
February 2, 2004 to June 30, 2004

Revenue $ 0
Net Loss ($41,164)

Risk Factors

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUT BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended
exploration of the Wanapitei River property, and therefore we will need to
obtain additional financing in order to complete our business plan. As of June
30, 2004, we had cash in the amount of $23,936. In order to exercise our option
to acquire the Wanapiteir River property, we need to incur $5,000 in exploration
expenditures by December 31, 2004, an additional $10,000 in exploration

<page>

expenditures by December 31, 2005 and an additional $100,000 in exploration
expenditures by December 31, 2006. We have not incurred any exploration
expenditures to date. We will need additional funds in order to exercise the
option respecting the Wanapitei River property.

We will also require additional financing in order to determine whether the
property contains economic mineralization. We will also require additional
financing if the costs of the exploration of the Wanapitei River property are
greater than anticipated.

As well, we will require additional financing to sustain our business operations
if we are not successful in earning revenues once exploration is complete. We do
not currently have any arrangements for financing. Obtaining additional
financing would be subject to a number of factors, including the market price
for metals, investor acceptance of our property and general market conditions.
These factors may make the timing, amount, terms or conditions of additional
financing unavailable to us.

The most likely source of future funds presently available to us is through the
sale of equity capital. Any sale of share capital will result in dilution to
existing shareholders. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Wanapitei
River property to a third party in exchange for cash or exploration
expenditures, which is not presently contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

Because we have not commenced exploration on the Wanapitei River mineral
property, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on February 2, 2004 and to date have been
involved primarily in organizational activities and the acquisition of our
mineral property. We have not earned any revenues as of the date of this
prospectus. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Wanapitei
River property and the production of minerals from the claims, we will not be
able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable operations. If
we are unsuccessful in addressing these risks, our business will most likely
fail.

<page>

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any technical training in the field of geology and
specifically in the areas of exploring for, starting and operating a mine. As a
result, we may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. Their decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. We can
provide investors with no assurance that our mineral claims contain economic
mineralization. Exploration for minerals is a speculative venture necessarily
involving substantial risk.

The probability of an individual prospect, such as the Wanapitei River property,
containing commercial quantities of gold, copper, nickel and platinum-group
metals is extremely remote. It is unlikely that the property contains any
reserves and, in all likelihood, all funds that we spend on exploration will be
lost. In addition, problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE WANAPITEI
RIVER PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL
PRODUCTION.

The Wanapitei River property does not contain any known bodies of
mineralization. If our exploration programs are successful in establishing
copper of commercial tonnage and grade, we will require additional funds in
order to place the property into commercial production. At this time, we cannot
assure investors that we will be able to obtain such financing.

<page>

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.

The Independent Auditors' Report to our audited financial statements for the
period ended June 30, 2004 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Such
factors identified in the report are our net loss position, our failure to
attain profitable operations and our dependence upon obtaining adequate
financing. If we are not able to continue as a going concern, it is likely
investors will lose their investments.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially restrict mineral
property exploration and development. Under Ontario mining law, to engage in
certain types of exploration will require work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws do will not affect our current exploration plans,
if we proceed to commence drilling operations on the Wanapitei River property,
we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the
exploration of ore is uncertain and may change. Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues. In addition to new laws and regulations being adopted, existing laws
may be applied to mining that have not as yet been applied. These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.

BECAUSE OUR DIRECTORS OWN 68.4% OF OUR OUTSTANDING COMMON STOCK, THEY WILL HAVE
SIGNIFICANT INFLUENCE OVER CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
OTHER MINORITY SHAREHOLDERS.

Our directors own approximately 68.4% of the outstanding shares of our common
stock. Accordingly, they will have significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets. The
interests of our directors may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.

BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, SHE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Ms. Lori Bolton only spends approximately 30% of her business
time providing her services to us. While Ms. Bolton presently possesses adequate
time to attend to our interests, it is possible that the demands on her from her
other obligations could increase with the result that she would no longer be
able to devote sufficient time to the management of our business.

<page>

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the over the counter bulletin board upon the effectiveness
of the registration statement, of which this prospectus forms a part. However,
we can provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stock for the
foreseeable future. The classification of penny stock makes
it more difficult for a broker-dealer to sell the stock into a secondary market,
which makes it more difficult for a purchaser to liquidate his or her
investment. Any broker-dealer engaged by the purchaser for the purpose of
selling his or her shares in our company will be subject to rules 15g-1 through
15g-10 of the Securities and Exchange Act. Rather than creating a need to comply
with those rules, some broker-dealers will refuse to attempt to sell penny
stock.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.

Use Of Proceeds

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

Determination Of Offering Price

The selling shareholders will sell our shares at $0.10 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

Dilution

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

<page>

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the
2,309,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933. The shares include the
following:

1. 2,275,000 shares of our common stock that the selling
shareholders acquired from us in an offering that was exempt from
registration under Regulation S of the Securities Act of 1933 and
was completed on April 19, 2004; and

2. 34,000 shares of our common stock that the selling shareholders acquired
from us in an offering that was exempt from registration under Regulation
S of the Securities Act of 1933 and was completed on April 30, 2004.

The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.

Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
- --------------------------------------------------------------------------------

Andrew Tai 100,000 100,000 Nil Nil
11051 Blundell Road
Richmond
B.C., Canada

Derek Rathburn
7150 Blake Dr 100,000 100,000 Nil Nil
Delta, B.C.
Canada

Geoffery Ng 100,000 100,000 Nil Nil
4933 Fisher Drive
Suite 33
Richmond
B.C., Canada

Nathan Malley 100,000 100,000 Nil Nil
142 Ontario Place
Vancouver, B.C., Canada

<page>

Stephan Dorner 100,000 100,000 Nil Nil
3691 Bamfield Drive
Richmond
B.C., Canada

Errol Burndett 100,000 100,000 Nil Nil
7651 Francis Road
Suite 11
Richmond, B.C.
Canada

Brie Anne Watson
11355 Cottonwood Dr. 100,000 100,000 Nil Nil
Maple Ridge, B.C.
Canada

Gertrude T. Ng 100,000 100,000 Nil Nil
4933 Fisher Drive
Suite 33
Richmond, B.C.
Canada

Ian Rieveley 100,000 100,000 Nil Nil
4102 Yuculta Cresent
Vancouver
B.C., Canada

Jordan Sankey 100,000 100,000 Nil Nil
4600 Granville Avenue
Richmond, B.C.
Canada

Isaac Payne 100,000 100,000 Nil Nil
10091 Severn Drive
Richmond, B.C.
Canada

Marc Stephan 100,000 100,000 Nil Nil
2012 West 3rd Avenue
Suite 401
Vancouver, B.C.
Canada

Adrienne Sankey 100,000 100,000 Nil Nil
4600 Granville Avenue
Richmond, B.C.
Canada

<page>

Dereck Griffen 100,000 100,000 Nil Nil
8720 No. 1 Road
Suite 114
Richmond, B.C.
Canada

Serena Pallot Zbarauskas
4071 No 4 Road 100,000 100,000 Nil Nil
Richmond, B.C.
Canada

Rob Murray 75,000 75,000 Nil Nil
2014 West 3rd Avenue
Vancouver, B.C.
Canada

Jill Anne Arias 75,000 75,000 Nil Nil
13915 20th Avenue
Surrey, B.C.
Canada

Tito Kamel 75,000 75,000 Nil Nil
2125 West 13th Avenue
Vancouver, B.C.
Canada

Jennifer Davies 75,000 75,000 Nil Nil
2490 Stephens Street
Suite 305
Vancouver, B.C.
Canada

Leisa Dowler 75,000 75,000 Nil Nil
2962 Pinnacle Street
Coquitlam
B.C., Canada

John Lawrence 75,000 75,000 Nil Nil
7851 Lucas Road
Richmond, B.C.
Canada

Daylen Proulx 75,000 75,000 Nil Nil
1159 Main Street
Suite 604
Vancouver
B.C., Canada

<page>

Stephen Mulgren 50,000 50,000 Nil Nil
10800 Hogarth Drive
Richmond
B.C., Canada

Pauline Teotico 50,000 50,000 Nil Nil
10800 Hogarth Drive
Richmond, BC
Canada

Joseph Seth Richardson
2889 East 42nd Ave 50,000 50,000 Nil Nil
Vancouver, BC

Viban Phung 50,000 50,000 Nil Nil
2889 East 42nd Street
Vancouver, BC
Canada

Ryan Hartt 50,000 50,000 Nil Nil
1159 Main Street
Suite 604
Vancouver, BC
Canada

Christyna Cvetinic 8,000 8,000 Nil Nil
9331 Patterson Road
Richmond, B.C.
Canada

Rebecca Soroka 8,000 8,000 Nil Nil
2014 West 3rd Avenue
Vancouver, B.C.
Canada

Justin Halabi 8,000 8,000 Nil Nil
8191 Seafair Drive
Richmond, B.C.
Canada

Chad Grisdale 5,000 5,000 Nil Nil
3302 East Boulevard
Vancouver, B.C.
Canada

Heidi Streicek 5,000 5,000 Nil Nil
6177 Aurora Court
Delta, B.C.

<page>

All of the above shareholders beneficially own and have sole voting and
investment power over all shares or rights to the shares registered in their
names. The numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares offered are sold.
The percentages are based on 7,309,000 shares of common stock outstanding on the
date of this prospectus.

None of the selling shareholders:

(1) has had a material relationship with us other than as a
shareholder at any time within the past three years; or

(2) has ever been one of our officers or directors.

Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:

The selling shareholders will sell our shares at $0.10 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.

We are bearing all costs relating to the registration of the common stock. These
are estimated to be $11,000. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:

1. Not engage in any stabilization activities in connection with
our common stock;

2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Securities Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other

<page>

than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:

* contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation to such duties or other requirements;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on
disciplinary actions;
* defines significant terms in the disclosure document or in the
conduct of trading penny stocks; and
* contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;

The broker-dealer also must provide, prior to affecting any transaction in a
penny stock, the customer:

* with bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 North Carson Street, Suite 212, Carson City,
Nevada, 89701.

<page>

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

Directors:

Name of Director
- -----------------------
Lori Bolton
Erika Kumar

Executive Officers:

Name of Officer Office
- --------------------- ------
Lori Bolton President, Chief
Executive Officer,
and a Director

Erika Kumar Secretary, Treasurer,
and a Director

Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Ms. Lori Bolton has acted as our president, chief executive officer and as a
director since our incorporation. Ms. Bolton is a graduate of Capilano College
where she earned her legal secretary certificate in August of 1987. Mrs. Bolton
was employed for 13 years with the same law firm and in 2001 she took a leave of
absence to raise her son.

Ms. Bolton does not have any professional training or technical credentials in
the exploration, development or operation of mines.

Ms.Bolton intends to devote 30% of her business time to our affairs.

Ms. Erika Kumar has acted as our secretary, treasurer and as a director since
our incorporation. Ms. Kumar is a graduate of Simon Fraser University where she
earned her Bachelor of Arts degree, majoring in communication in 2003. In 2004,
Ms. Kumar began a full-time position with Adbusters Media Foundation as an
administrative assistant where she deals predominantly with client
communications and assists with book ordering, copyright, and research.

Ms. Kumar does not have any professional training or technical credentials in
the exploration, development or operation of mines.

Ms. Kumar intends to devote approximately 10% of her business time to our
affairs.

<page>

Term of Office

Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described
above.

Conflicts of Interest

We do not have any procedures in place to address conflicts of interest that may
arise in our directors between our business and their other business activities.

Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.

Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
- -------------------------------------------------------------------------------

Common Lori Bolton 2,500,000 34.20%
Stock President, Chief
Executive Officer
And Director
2118 Eastern Avenue, Suite 5
North Vancouver, B.C.
Canada

Common Erika Kumar 2,500,000 34.20%
Stock Secretary, Treasurer
and Director
1344 Coleman Street
North Vancouver, B.C.
Canada

Common All Officers and Directors 5,000,000 68.40%
Stock as a Group that consists of shares
two people

The percent of class is based on 7,309,000 shares of common stock issued and
outstanding as of the date of this prospectus.

Description Of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

<page>

Common Stock

As of November 10, 2004, there were 7,309,000 shares of our common stock issued
and outstanding that are held by 34 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

<page>

Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration
statement have been audited by Manning Elliott, Chartered Accountants, to the
extent and for the periods set forth in their report appearing elsewhere in this
document and in the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.

Organization Within Last Five Years

We were incorporated on February 2, 2004 under the laws of the state of Nevada.
On that date, Lori Bolton and Erika Kumar were appointed as our directors. As
well, Ms. Bolton was appointed as our president and chief executive officer,
while Ms. Kumar was appointed as our secretary and treasurer.

Description Of Business

In General

We intend to commence business operations as an exploration stage company
engaged in the acquisition and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We have the sole and exclusive option to acquire a 100% interest in
one mineral claim known as the Wanapitei River property.

Our plan of operation is to undertake exploration programs on the Wanapitei
River property in order to ascertain whether it possesses economic quantities of
gold, copper, nickel and platinum-group metals. There is no assurance that a

<page>

commercially viable mineral deposit exists on this property. Further exploration
will be required before a final evaluation as to the economic and legal
feasibility of the Wanapitei River property is determined.

Wanapitei River Property Option Agreement

On April 21, 2004, we entered into an agreement with Mr. Terry Loney, of Garson,
Ontario, whereby he granted us the sole and exclusive option to acquire a 100%
interest in the Wanapitei River property which is located in Scadding Township,
approximately 18 miles northeast of the City of Sudbury, Ontario, Canada. The
area of the property is approximately 164 hectares.

In order to acquire a 100% interest in the Wanapitei River property from Mr.
Loney, we must:

o pay him $7,200 (we paid this amount to him upon the execution of
the option agreement);

o incur exploration expenditures on the property of at least
$115,000 as follows:

o at least $5,000 by December 31, 2004; o at least an additional $10,000
by December 31, 2005; and o at least an additional $100,000 by December
31, 2006.

Mr. Loney holds title to the Wanapitei River claim. Our option agreement with
him requires that he transfer the claim to us if we successfully exercise the
option.

Description, Location and Access

The Wanapitei River property is located in Scadding Township in Sudbury Mining
Division, approximately 18 miles northeast of the City of Sudbury, Ontario,
Canada. The claim is approximately centered on at 46(Degree) 39' North latitude
and 80(Degree) 41' West longitude. The property consists of one mining claim and
is registered as claim number 3018926.

Access to the claims is via Regional Road 86 (the Falconbridge Highway or
Airport Road) by following the abandoned railway right-of-way that now forms
part of the Trans-Canada Trail, traveling north to the claim.

The region of the Wanapitei River property is classified as having a humid high
cool temperature ecoclimate. The average mean annual temperature is 3.5(0)
Celsius. The average daily temperature range in summer is from 11.8(0) to
23.1(0) Celsius, while in winter the average range is from -16.8(0) to -6.9(0)
Celsius. Average annual precipitation for the area is 872 millimeters and the
month-end snow cover is deepest in January and February with an average of 40
centimeters.

The dominant land cover is mixed wood forest of sugar maple, yellow birch,
poplar, eastern hemlock and eastern white pine. Wetter sites support red maple,
black ash, white spruce, tamarack and eastern white cedar.

<page>

The proximity of the Wanapitei River property to the Sudbury mining camp and the
history of past mineral production in the vicinity provides all manner of
infrastructure necessary for the timely exploration of mineral properties in the
area. The smelter complex of Falconbridge Limited lies 12 kilometers to the
southwest of the property. The smelter has the capacity to produce 130,000
tonnes of nickel per annum and is currently underutilized. Sudbury airport is
located only 10 kilometers to the southwest of the property.

Exploration History

Occurrences of gold in the area of the property have been reported since the
late 1800's. However, the only recorded work over the current area of the
Wanapitei River property is an airborne geophysical survey that the Canadian
Nickel Company Ltd. conducted in 1981. Geophysical surveying is the search for
mineral deposits by measuring the physical property of near-surface rocks, and
looking for unusual responses caused by the presence of mineralization.
Electrical, magnetic, gravitational, seismic and radioactive properties are the
ones most commonly measured. The survey on the Wanapitei River property did not
result in the discovery of any significant anomalies that would indicate the
potential presence of mineralization.

Falconbridge Limited and Inco Limited conducted undocumented exploration work
over the property and the surrounding area. The results of this work are not in
the public domain.

Geological Assessment Report: Wanapitei River Property

We retained Mr. John M. Siriunas, a professional engineer from Milton Ontario,
to conduct an independent review of the Wanapitei River property. He has
concluded that additional exploration is recommended on the property to
determine whether or not it has the potential to host an economic mineral
deposit. He recommends a three phase exploration program to evaluate the
Wanapitei River property.

Phase one would consist of prospecting the area to establish the preferred
orientation of the grid emplacement. Grid emplacement involves dividing a
portion of the property being explored into small sections. Results from
exploration are recorded according to the area of the grid that was explored.

Phase two would involve trenching of the target zones to supply critical
information at an early stage of exploration. Trenching involves removing
surface soil using a backhoe or bulldozer. Samples are then taken from the
bedrock below and analysed for mineral content.

Phase three would consist of line cutting, magnetic and VLF-EM surveys,
geological mapping and geochemical analysis.

Line cutting involves removing bush from the property in order to produce
straight clearings. This provides grid boundaries for exploration work.

<page>

A magnetic survey is used to measure the strength of the earth's magnetic field.
Variations in the magnetic readings on the property may indicate the increased
likelihood of precious or base minerals in the area.

VLF-EM surveys consist of two separate surveys: the very low frequency (VLF)
survey and the electromagnetic survey. Very low frequency surveys use radio
waves to determine whether rocks on a mineral property conduct electricity.
Electromagnetic surveys use electricity and magnets to determine conductivity.
Almost all of the precious and base metals that the Company seeks are above
average conductors of electricity and will affect the VLF and electromagnetic
readings.

Geological mapping involves plotting previous exploration data relating to the
Wanapitei River Property on a map in order to determine the best property
locations to conduct subsequent exploration work.

Geochemical analysis consists of a geologist and his assistant gathering grab
samples with the most potential to host economically significant mineralization
based on their observation of any surface rocks. All samples gathered are sent
to a laboratory where they are crushed and analysed for metal content.

Proposed Budget

Phase I Prospecting -Field Work and analysis $ 5,000

Total Phase I Costs $ 5,000

Phase II Trenching -Equipment $ 4,500
-supervision, fieldwork, analysis $ 5,500

Total Phase II Costs $ 10,000

Phase III Linecutting $ 5,200

Geophysics -Magnetics, VLF-EM $ 3,000
-consulting and interpretation $ 2,800

Geology -Mapping, analysis, interpretation $ 38,000

Geochemistry -Sampling, analysis, interpretation $ 26,000

Total Phase III Costs $ 75,000

Total Program Costs $ 90,000

Compliance with Government Regulation

We will be required to conduct all mineral exploration activities in accordance
with the Mining Act of Ontario. While we do not require any authorization to
proceed with the initial two phases of the recommended exploration program, we

<page>

will be required to obtain work permits from the Ontario Ministry of Northern
Development and Mines for the Phase III drilling program and any subsequent
exploration work that results in a physical disturbance to the land if the
program calls for the disturbance of more than 10,000 square meters of the
property surface, or such areas that would total that amount when combined. A
work permit is also required for the erection of structures on the property.
There is no charge to obtain a work permit under the Mining Act.

When our exploration program proceeds to the drilling stage, we may be required
to post small bonds if the rights of a private land owner may be affected. We
may also be required to file statements of work with the Ministry of Northern
Development and Mines. We will also be required to undertake remediation work on
any exploration that results in physical disturbance to the land. The cost of
remediation work will vary according to the degree of physical disturbance. We
have budgeted for regulatory compliance costs in the proposed exploration
program. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended exploration programs. Because there is presently no
information on the size, tenor, or quality of any minerals or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings or our competitive position.

An environmental review is not required under the Environmental Assessment Act
to proceed with the recommended exploration program on our mineral claims.

Employees

We have no employees as of the date of this prospectus other than our two
directors.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our
incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Plan Of Operation

Our plan of operation for the twelve months following the date of this
prospectus is to complete the phase one, two and three exploration programs on
the Wanapitei River property recommended by John Siriunas. We anticipate that
the phase one and two programs will cost approximately $15,000, while the phase
three program will cost about $75,000. To date, we have not commenced
exploration on the Wanapitei River property.

<page>

We plan on commencing the phase one exploration program on the Wanapitei River
property in November 2004 to ensure that we meet our requirement to incur a
minimum of $5,000 on exploration expenditures on the property by December 31,
2004. The program should take approximately one month to complete, including the
compilation and interpretation of results. We will then undertake the phase two
work program during the spring of 2005. This program will also take
approximately one month to complete at an estimated cost of $10,000. We would
then commence the phase three exploration program in the summer or fall of 2005.
This phase would take two months to complete and cost approximately $75,000.

Subject to availability, we intend to retain Mr. John Siriunas, to oversee the
proposed exploration of the Wanapitei River property given his familiarity with
the property area. We do not have any verbal or written agreement regarding the
retention of Mr. Siriunas, though he has indicated that he will be available to
provide his services.

In addition to exploration costs, we anticipate spending an additional $15,000
on administrative fees, including fees payable in connection with the filing of
this registration statement, our compliance with reporting obligations and
covering general administrative costs.

Total expenditures over the next 12 months are therefore expected to be
$105,000. While we have sufficient funds on hand to cover the costs of the phase
one and two exploration programs, we will require additional funding in order to
proceed with the phase three exploration program and for administrative costs.
We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund the second phase of the exploration
program. We believe that debt financing will not be an alternative for funding
the complete exploration program. We do not have any arrangements in place for
any future equity financing. We may also seek to obtain short-term loans from
our directors, although no such arrangement has been made.

Results Of Operations For The Period From Inception Through June 30, 2004

We did not earn any revenues from our incorporation on February 2, 2004 to June
30, 2004. We do not anticipate earning revenues until such time as we have
entered into commercial production on the Wanapitei River property. We have not
commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the property, or if such
minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $41,164 for the period from our
inception on February 2, 2004 to June 30, 2004. These operating expenses were
comprised of legal and organization costs of $25,365, mineral property costs of
$7,200, management services donated by our president, Ms. Lori Bolton, recorded
at $3,750, accounting and audit fees of $3,535, rent costs donated by Ms. Bolton
recorded at $1,250 and bank charges of $64.

<page>

We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.

Description Of Property

We have the sole and exclusive option to acquire a 100% interest in the mineral
claim known as the Wanapitei River property. We do not own or lease an interest
in any other property.

Certain Relationships And Related Transactions

Our president, Ms. Lori Bolton, provided us with a cash advance of $50 in order
to facilitate the opening of our corporate bank account. The amount is
unsecured, non-interest bearing and has no specific terms of repayment.

Ms. Bolton provides management services and office premises to us free of
charge. The services are valued at $750 per month and the office premises are
valued at $250 per month.

Otherwise, none of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Lori Bolton.
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.

Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 34 registered
shareholders.

Rule 144 Shares

A total of 5,000,000 shares of our common stock are available for
resale to the public after March 23, 2005 in accordance with the volume and
trading limitations of Rule 144 of the Act. In general, under Rule 144 as

<page>

currently in effect, a person who has beneficially owned shares of a company's
common stock for at least one year is entitled to sell within any three month
period a number of shares that does not exceed the greater of:

1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, will equal 73,090 shares as of the date of this
prospectus; or

2. the average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect
to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any
other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course
of business; or

2. our total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

<page>

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services rendered in all
capacities to us for the fiscal period ended June 30, 2004.

Annual Compensation

Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
- -------------------------------------------------------------------------------
Lori Pres., 2004 $0 0 0 0 0 0 0
Bolton CEO &
Dir.

Erika Sec., 2004 $0 0 0 0 0 0 0
Kumar & Dir.

Stock Option Grants

We have not granted any stock options to the executive officers since our
inception.

Consulting Agreements

We do not have any employment or consulting agreement with Lori Bolton or Erika
Kumar, our directors and officers.

Financial Statements

Index to Financial Statements:

Audited financial statements for the period ending June 30, 2004, including:

a. Auditors Report;

b. Balance Sheet;

c. Statement of Operations;

d. Statement of Cash Flows;

e. Statement of Stockholders' Deficiency; and

f. Notes to the Financial Statements

<page>

MATRIX VENTURES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

June 30, 2004

<page>

MANNINNG ELLIOTT 11th floor, 1050 West Pender Street,
Vancouver, BC,Canada V6E 3S7

CHARTERED ACCOUNTANTS Phone: 604.714.3600 Fax:604.714.3669
Web: manningelliott.com

Independent Auditors' Report
----------------------------

To the Stockholders and Board of Directors
of Matrix Ventures Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Matrix Ventures Inc. (An
Exploration Stage Company) as of June 30, 2004 and the related statements of
operations, stockholders' equity and cash flows for the period from February 2,
2004 (Date of Inception) to June 30, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Matrix Ventures Inc. (An
Exploration Stage Company), as of June 30, 2004, and the results of its
operations, cash flows and stockholders' equity for the period from February 2,
2004 (Date of Inception) to June 30, 2004, in conformity with generally accepted
accounting principles used in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the early exploration stage and has losses from
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ "Manning Elliott"

CHARTERED ACCOUNTANTS

Vancouver, Canada

August 17, 2004

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEET
June 30, 2004
(Expressed in US Dollars)

ASSETS
- ------ 2004
----
Current Assets
Cash $ 23,936
- -----------------------------------------------------------------------------
Total Assets $ 23,936
=============================================================================

LIABILITIES
- -----------

Current Liabilities
Accounts payable $ 365
Accrued liabilities 28,535
Due to a related party (Note 4(a)) 50
- -----------------------------------------------------------------------------
Total Liabilities 28,950
- -----------------------------------------------------------------------------

STOCKHOLDERS' DEFICIT
- ---------------------
Common Stock
75,000,000 shares authorized, with a $0.001 par value,
7,309,000 shares issued and outstanding 7,309
Additional Paid in Capital 23,841
Donated Capital (Note 4(b)) 5,000
- -----------------------------------------------------------------------------
36,150

Deficit Accumulated During The Exploration Stage (41,164)
- -----------------------------------------------------------------------------

Total Stockholders' Deficit (5,014)
- -----------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit $23,936
=============================================================================

Commitment - Note 3

The accompanying notes are an integral part of these financial statements

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Expressed in US Dollars)

From
February 2, 2004
(Inception) to
June 30,
2004
----

Revenue $ -
- -------------------------------------------------------------------------

Expenses
Accounting and audit fees 3,535
Bank charges 64
Donated rent (Note 4(b)) 1,250
Donated services (Note 4(b)) 3,750
Legal and organizational costs 25,365
Mineral property costs 7,200
- -------------------------------------------------------------------------
Total Expenses 41,164
- -------------------------------------------------------------------------

Net Loss for the Period $ (41,164)
=========================================================================

Basic and Diluted Loss per Share $ (0.01)
=========================================================================

Weighted Average Number of Shares Outstanding 5,344,000
=========================================================================

The accompanying notes are an integral part of these financial statements

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in US Dollars)

<table>
<caption>
From
February 2, 2004
(Inception) to
June 30,
2004
----
<s> <c>
Operating Activities

Net loss for the period $ (41,164)

Adjustment to reconcile net loss to cash used in operating activities

Donated services and rent 5,000

Change in non-cash working capital balance related to operations

Accounts payable 365
Accrued liabilities 28,535
- ---------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities (7,264)
- ---------------------------------------------------------------------------------------------------------

Financing Activities

Capital stock issued 31,150
Advance from a related party 50
- ---------------------------------------------------------------------------------------------------------

Net Cash from Financing Activities 31,200
- ---------------------------------------------------------------------------------------------------------

Increase in Cash 23,936

Cash, Beginning of the Period -
- ---------------------------------------------------------------------------------------------------------

Cash, End of the Period $ 23,936
=========================================================================================================

Non-cash Investing and Financing Activities -
- ---------------------------------------------------------------------------------------------------------

Supplemental Disclosure
Interest paid -
Income taxes paid -

</table>

The accompanying notes are an integral part of these financial statements

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Expressed in US Dollars)

Deficit
Accumulated
Additional During the
Common Shares Paid-in Donated Exploration
-------------
Number Par Value Capital Capital Stage Total
------ --------- ------- ------- ----- -----
<s> <c> <c> <c> <c> <c> <c>
Balance February 2, 2004 (Date of Inception) - $ - $ - $ - $ - $ -
Capital stock issued for cash
- March 23, 2004 at $0.001 5,000,000 5,000 - - - 5,000
- April 2-30, 2004 at $0.01 2,275,000 2,275 20,475 - - 22,750
- April 30, 2004 at $0.10 34,000 34 3,366 - - 3,400
Donated services and rent - - - 5,000 - 5,000
Net loss for the period - - - - (41,164) (41,164)
- ----------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2004 7,309,000 $ 7,309 $ 23,841 $5,000 $ (41,164) $ (5,014)
==================================================================================================================================
</table>

The accompanying notes are an integral part of these financial statements

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2004
(Expressed in US Dollars)

Note 1 Nature and Continuance of Operations
------------------------------------
The Company was incorporated in the State of Nevada on February 2,
2004. The Company is an Exploration Stage Company as defined by
Statement of Financial Accounting Standard ("SFAS") No. 7. The
Company has acquired a mineral property located in the Province of
Ontario, Canada and has not yet determined whether this property
contains reserves that are economically recoverable. The
recoverability of amounts from the property will be dependent upon
the discovery of economically recoverable reserves, confirmation
of the Company's interest in the underlying property, the ability
of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to
complete the development of the property and upon future
profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern
basis. The Company has incurred losses since inception resulting
in an accumulated deficit of $41,164 since inception and further
losses are anticipated in the development of its business raising
substantial doubt about the Company's ability to continue as a
going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from
normal business operations when they come due.

The Company is planning to file an SB-2 Registration Statement to
register 2,309,000 shares of common stock for resale by existing
shareholders of the Company with the United States Securities and
Exchange Commission. The Company will not receive any proceeds
from the resale of shares of common stock by the selling
stockholders.

Note 2 Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States of America and are expressed in US dollars. The
Company's fiscal year end is June 30.

Mineral Property Costs
----------------------
The Company has been in the exploration stage since its formation
on February 2, 2004 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are charged to operations as incurred. When it
has been determined that a mineral property can be economically
developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property, are
capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2004
(Expressed in US Dollars)

Note 2 Summary of Significant Accounting Policies - (continued)
------------------------------------------

Use of Estimates and Assumptions
--------------------------------
The preparation of financial statements in conformity with US
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Foreign Currency Translation
----------------------------
The Company's functional currency is the Canadian dollar. The
financial statements of the Company are translated to United
States dollars in accordance with SFAS No. 52 "Foreign Currency
Translation". Monetary assets and liabilities denominated in
foreign currencies are translated using the exchange rate
prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign currency denominated
transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in
Canadian dollars. The Company has not, to the date of these
financials statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.

Financial Instruments
---------------------
The carrying value of cash, accounts payable, accrued liabilities
and due to related parties approximates their fair value because
of the short maturity of these instruments. The Company's
operations are in Canada and virtually all of its assets and
liabilities are giving rise to significant exposure to market
risks from changes in foreign currency rates. The financial risk
is the risk to the Company's operations that arise from
fluctuations in foreign exchange rates and the degree of
volatility of these rates. Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency
risk.

Environmental Costs
-------------------
Environmental expenditures that relate to current operations are
charged to operations or capitalized as appropriate. Expenditures
that relate to an existing condition caused by past operations,
and which do not contribute to current or future revenue
generation, are charged to operations. Liabilities are recorded
when environmental assessments and/or remedial efforts are
probable, and the cost can be reasonably estimated. Generally, the
timing of these accruals coincides with the earlier of completion
of a feasibility study or the Company's commitments to plan of
action based on the then known facts.

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2004
(Expressed in US Dollars)

Note 2 Summary of Significant Accounting Policies - (continued)
------------------------------------------

Income Taxes
------------
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No.
109 the Company is required to compute tax asset benefits for net
operating losses carried forward. Potential benefit of net
operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward
in future years.

Basic and Diluted Net Loss Per Share
------------------------------------
The Company computes net income (loss) per share in accordance
with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires
presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock
using the if-converted method. In computing Diluted EPS, the
average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.

Stock-based Compensation
------------------------
In December 2002, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS
No. 148 is to: (1) provide alternative methods of transition for
an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the
disclosure provisions to require prominent disclosure about the
effects on reported net income of an entity's accounting policy
decisions with respect to stock-based employee compensation, and
(3) to require disclosure of those effects in interim financial
information. The disclosure provisions of SFAS No. 148 were
effective for the Company for the year ended June 30, 2004.

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2004
(Expressed in US Dollars)

Note 2 Summary of Significant Accounting Policies - (continued)
------------------------------------------

Stock-based Compensation (continued)
------------------------

The Company has elected to continue to account for stock-based
employee compensation arrangements in accordance with the
provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", ("APB No. 25") and
comply with the disclosure provisions of SFAS No. 123 as amended
by SFAS No. 148 as described above. In addition, in accordance
with SFAS No. 123 the Company applies the fair value method using
the Black-Scholes option-pricing model in accounting for options
granted to consultants. Under APB No. 25, compensation expense for
employees is recognized based on the difference, if any, on the
date of grant between the estimated fair value of the Company's
stock and the amount an employee must pay to acquire the stock.
Compensation expense is recognized immediately for past services
and pro-rata for future services over the option-vesting period.
To June 30, 2004 the Company has not granted any stock options.

The Company accounts for equity instruments issued in exchange for
the receipt of goods or services from other than employees in
accordance with SFAS No. 123 and the conclusions reached by the
Emerging Issues Task Force in Issue No. 96-18. Costs are measured
at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued,
whichever is more reliably measurable. The value of equity
instruments issued for consideration other than employee services
is determined on the earliest of a performance commitment or
completion of performance by the provider of goods or services as
defined by EITF 96-18.

The Company has also adopted the provisions of the Financial
Accounting Standards Board Interpretation No.44, Accounting for
Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25 ("FIN 44"), which provides
guidance as to certain applications of APB 25.

Comprehensive Loss
------------------
SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at June 30, 2004,
the Company has no items that represent a comprehensive loss and,
therefore, has not included a schedule of comprehensive loss in
the financial statements.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid instruments with maturity
of three months or less at the time of issuance to be cash
equivalents.

Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to
credit risk consist principally of cash. Cash was deposited with a
high quality credit institution.

<page>

MATRIX VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2004
(Expressed in US Dollars)

Note 3 Mineral Property
----------------
Pursuant to a Mineral Property Option Agreement ("Agreement")
dated April 21, 2004, the Company was granted the right to acquire
a 100% undivided right, title and interest in 16 mineral claims,
located in the Scadding Township, District of Sudbury, Ontario,
Canada. In order to keep the Agreement in good standing the
Company paid $7,200 and must incur further exploration
expenditures of $115,000 as follows:

(a) $5,000 by December 31, 2004;
(b) $10,000 by December 31, 2005; and
(c) $100,000 by December 31, 2006.

Note 4 Related Party Balances/Transactions
-----------------------------------
(a) The President provided a cash advance of $50 to the Company
during the period ended June 30, 2004. The amount is
unsecured, non-interest bearing and has no specific terms of
repayment.
(b) The President provides management services and office premises
to the Company. The services are valued at $750 per month and
the office premises are valued at $250 per month. During the
period ended June 30, 2004 donated services of $3,750 and
donated rent expense of $1,250 were charged to operations.

Note 5 Income Taxes
------------
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has incurred net operating losses of $40,800 which commence
expiring in 2024. Pursuant to SFAS No. 109 the Company is required
to compute tax asset benefits for net operating losses carried
forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the
net operating losses carried forward in future years.

The components of the net deferred tax asset at June 30, 2004, and
the statutory tax rate, the effective tax rate and the elected
amount of the valuation allowance are indicated below:

2004
$

Net Operating Loss 40,800

Statutory Tax Rate 34%

Effective Tax Rate -

Deferred Tax Asset 13,872

Valuation Allowance (13,872)
- --------------------------------------------------------------------------
Net Deferred Tax Asset -
==========================================================================

<page>

Changes In And Disagreements With Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.

Until _______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

<page>

Part II

Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director
has a material conflict of interest;

(2) a violation of criminal law (unless the director had
reasonable cause to believe that her or her conduct was lawful
or no reasonable cause to believe that her or her conduct was
unlawful);

(3) a transaction from which the director derived an improper
personal profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by
law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole discretion
pursuant to the powers vested us under Nevada law; or

(4) such indemnification is required to be made pursuant to the
bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that she is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This

<page>

advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $ 32.31
Transfer Agent Fees $ 1,500.00
Accounting fees and expenses $ 4,500.00
Legal fees and expenses $ 4,000.00
Edgar filing fees $ 1,200.00

-----------
Total $ 11,232.31
===========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.

Recent Sales Of Unregistered Securities

We issued 2,500,000 shares of our common stock to Ms. Lori Bolton and 2,500,000
shares to Ms. Erika Kumar on March 23, 2004. Ms. Bolton is our president, chief
executive officer and a director. Ms. Kumar is our, secretary, treasurer, and a
director. Ms. Bolton and Ms. Kumar acquired these 5,000,000 shares at a price of
$0.001 per share for total proceeds to us of $5,000.00.

These shares were issued pursuant to Regulation S of the Securities Act of 1933
(the "Securities Act") and are restricted shares as defined in the Securities
Act.

We completed an offering of 2,275,000 shares of our common stock at a price of
$0.01 per share to a total of 27 purchasers on April 19, 2004. The total amount
received from this offering was $22,750. We completed this offering pursuant to
Regulation S of the Securities Act.

<page>

The purchasers in this offering were as follows:

Name of Subscriber Number of Shares
------------------ ----------------

Andrew Tai 100,000
Derek Rathburn 100,000
Geoffery Ng 100,000
Nathan Malley 100,000
Stephan Dorner 100,000
Errol Burndett 100,000
Brie Anne Watson 100,000
Gertrude T. Ng 100,000
Ian Rieveley 100,000
Jordan Sankey 100,000
Isaac Payne 100,000
Marc Stephan 100,000
Adrienne Sankey 100,000
Dereck Griffen 100,000
Serena Pallot Zbarauskas 100,000
Rob Murray 75,000
Jill Anne Arias 75,000
Tito Kamel 75,000
Jennifer Davies 75,000
Leisa Dowler 75,000
John Lawrence 75,000
Daylen Proulx 75,000
Stephen Mulgren 50,000
Pauline Teotico 50,000
Joseph Seth Richardson 50,000
Viban Phung 50,000
Ryan Hartt 50,000

We completed an offering of 34,000 shares of our common stock at a price of
$0.10 per share to a total of five purchasers on April 30, 2004. The total
amount received from this offering was $3,400. We completed this offering
pursuant to Regulation S of the Securities Act.
The purchasers in this offering were as follows:

Name of Subscriber Number of Shares
--------------------------------------------------------
Christyna Cvetinic 8,000
Rebecca Soroka 8,000
Justin Halabi 8,000
Chad Grisdale 5,000
Heidi Streicek 5,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates, nor any person on behalf
of any of the foregoing, made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

<page>

No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

Exhibits
Exhibit
Number Description

3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion to be provided prior to effective date
10.1 Property Option Agreement dated April 21, 2004
23.1 Consent of Manning Elliott, Chartered Accountants
99.1 Location map

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, any increase or

<page>

decrease in Volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
commission pursuant to Rule 424(b)if, in the aggregate, the changes
in the volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

<page>

Signatures

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on November 10, 2004.

Matrix Ventures, Inc.

By:/s/ Lori Bolton
------------------------------
Lori Bolton, President, Chief
Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

SIGNATURE CAPACITY IN WHICH SIGNED DATE

/s/ Lori Bolton President, Chief Executive November 10, 2004
- ----------------------- Officer and Director
Lori Bolton

/s/ Erika Kumar Secretary, Treasurer, November 10, 2004
- ----------------------- and Director
Erika Kumar