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MATRIX VENTURES, INC.
#5 2118 Eastern Avenue
North Vancouver, B.C.
Canada V7L 3G3
Telephone: (604) 986-9633
Fax: (604) 681-7622
February 11, 2005
U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0304
Attention: H. Yuna Peng
Dear Sirs:
Re: Registration Statement on Form SB-2 - File Number 333-120382
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We write in response to your letter dated February 1 2005 regarding the
above-noted registration statement on Form SB-2. We have today filed an amended
Registration Statement via the EDGAR system. We enclose a copy of this amended
Form SB-2, as well as a copy that has been highlighted to show changes from the
previous filing.
We respond sequentially to your comments as follows:
Registration Statement Facing Page
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1. Please include the Commission registration number on the facing
page of all future amendments to this registration statement.
We have included the Commission registration number on the facing page
of the amended version of our registration statement.
Summary
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2. Revise the "Statement of Loss and Deficit" to Statement of Operations
consistent with the financial statements.
We have revised the heading "Statement of Loss and Deficit" to read
"Statement of Operations".
3. Delete the reference to "the trading price. . ." at the bottom of
page 6.
We have removed the noted reference.
Risk Factors, page 6
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4. Risk factor 7 subheading states that if you do not incur an additional
$20,000 in exploration expenditures on the property, you will not
acquire any interest in the property. In the risk factor discussion,
you state additional $10,000 in expenditures by December 31, 2006 is
required. Further, according to the Property Option Agreement, it seems
you would need to incur an additional $100,000 by the end of 2006.
Please reconcile the discrepancies in the risk factor and on page 21.
We have revised the risk factor to disclose that we must incur
additional expenditures of $110,000 on the Wanapitei River property in
order to acquire an interest in the property (ie. $10,000 by December
31, 2005 and an additional $100,000 by December 31, 2006.
5. We note your response to prior comment 14. However, the staff
understands that under British Columbia law, title to British Columbia
mining claims can only be held by British Columbia residents or
corporations. Therefore, it appears that Matrix Ventures, an American
corporation, will not be able to purchase the mining claim. Please
provide an opinion of counsel to the staff on a supplemental status on
whether Matrix may acquire the mining claim. If not, the risk that
Matrix Ventures will not be able to obtain title to the mining claim
because it is not a British Columbia corporation should be discussed in
the risk factor section and revise your registration statement
accordingly.
We provide a legal opinion from Gregory S. Yanke Law Corporation, our
Canadian legal counsel, confirming that title to a mineral property may
be registered in the name of a Nevada corporation. We have filed this
opinion, as well as a consent to use, as an exhibit to our amended
registration statement.
Interests of Named Experts And Counsel, page 20
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6. In your response to comment 17, you state that an attorney has provided
an opinion on the validity of your common stock. This statement,
however, is not in the prospectus. Also, please disclose the name of
the attorney.
We will file a legal opinion regarding the validity of our common stock
as an exhibit to the next amendment of our registration statement.
7. Please revise the second paragraph under this caption. The registration
statement must contain an opinion of counsel in accordance with Item
601 of Regulation SB.
We have revised our disclosure to include details of legal counsel who
have acted as experts in connection with our registration statement.
Description of Business, page 20
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8. You state that if you fail to incur an additional $20,000 by December
31, 2006, your option to acquire interest in the property will
terminate. This contradicts other parts of the disclosure which
indicate that you need to incur at least an additional $100,000 by
December 31, 2006. Please reconcile.
We have revised the $20,000 figure to read "$100,000".
9. Please provide the result of the phase I study. If you don't have the
result yet, discuss when you expect to have the result and a decision
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on whether to proceed with phase II. If you will not proceed with phase
II, disclose whether and how you plan to continue this offering.
We expect to have results from the phase one exploration on the
Wanapitei River property in March 2005 and will make a decision
regarding proceeding with phase two shortly thereafter.
10. You also indicate that if you allow the option to lapse, you will not
own any interest in the property. Please discuss what will happen to
the company. Will it be liquidated?
We have disclosed the following:
"If our interest in the Wanapitei River property lapses, we will
attempt to raise additional funds in order to acquire an interest in an
alternative mineral property. We do not currently have any confirmed
source of financing or specific mineral properties in mind if this
occurs."
11. We reissue prior comment 28. The consent of John Siriunas to the use
of his name and the references to his report should be filed as an
exhibit to the amended registration statement.
We will file Mr. Siriunas's consent as an exhibit to our next amended
registration statement.
Plan of Operation, page 24
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12. Please explain the reasons you don't have to rent or purchase any
equipment for the exploration.
We have disclosed that all required equipment is provided by the
consulting geologist who oversees the programs.
Certain Relationships and Related Transactions, page 27
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13. Revise the reference to the date of the registration statement.
Registration statements do not carry a date.
We have removed the reference to the date of the registration
statement.
Part II
Exhibits
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14. Please file the legality opinion with your next amendment. Further,
current disclosure indicates that the legality opinion was filed as an
exhibit to your registration statement dated November 12, 2004. Please
correct.
We have removed the reference to the legal opinion as an exhibit that
was filed on November 12, 2004.
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Signatures
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15. Please have the registration statement signed by chief accounting
officer and principal financial officer.
We have indicated that Erika Kumar is signing as our chief accounting
officer and principal financial officer.
Yours truly,
MATRIX VENTURES, INC.
PER: /s/ Lori Bolton
LORI BOLTON
President