================================================================================

                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 FORM 10-QSB

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended   March 31, 2006
                                      ------------------

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to
                               ------------------   --------------------

      Commission File Number    333-120382
                            -----------------

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

          Nevada                                   Applied For
---------------------------------         -------------------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)

2640 Tempe Knoll Drive
North Vancouver, B.C.                                     V7N 4K6
----------------------------------------      -----------------------------
(Address of principal executive offices)                 (Zip Code)


Issuer's telephone number, including area code:        (604) 986-9633
                                                ---------------------------

                                      N/A
    -----------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                 last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days                              [ X ] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  [   ]  Yes    [ X ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  7,309,000 shares of $0.001 par value
common stock outstanding as of May 12, 2006.

<page>










                              MATRIX VENTURES, INC.

                         (An Exploration Stage Company)

                     UNAUDITED INTERIM FINANCIAL STATEMENTS

                                 March 31, 2006























<page>
Matrix Ventures, Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)

<table>
<caption>
                                                                                 March 31,             June 30,
                                                                                   2006                  2005
                                                                                     $                     $
ASSETS                                                                          (unaudited)


                                                                                <c>                <c>
Current Assets
   Cash                                                                               2,829                  9,330
----------------------------------------------------------------------------------------------------------------------


Total Assets                                                                          2,829                  9,330
======================================================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                                   2,122                  1,221
   Accrued liabilities                                                               25,000                 29,642
   Due to a related party (Note 4(a))                                                 9,241                     50
----------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                    36,363                 30,913
----------------------------------------------------------------------------------------------------------------------


Commitments (Note 3)

STOCKHOLDERS' DEFICIT

Common Stock
   75,000,000 shares authorized, with a $0.001 par value, 7,309,000
   shares issued and outstanding                                                      7,309                  7,309

Additional Paid-in Capital                                                           23,841                 23,841

Donated Capital (Note 4(b))                                                          26,000                 17,000

Deficit Accumulated During the Exploration Stage                                    (90,684)               (69,733)
----------------------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                         (33,534)               (21,583)
----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                           2,829                  9,330
======================================================================================================================
</table>








    The accompanying notes are an integral part of these financial statements

<page>

Matrix Ventures, Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(unaudited)



<table>
<caption>
                                                                                                                Accumulated From
                                                       Three Months                    Nine Months              February 2, 2004
                                                          Ended                           Ended                  (Inception) to
                                                        March 31,                       March 31,                   March 31,
                                                   2006            2005           2006            2005                2006
                                                    $               $               $              $                    $

                                                  <c>               <c>          <c>              <c>             <c>
Revenue                                                    -                 -             -                -             -
----------------------------------------------------------------------------------------------------------------------------

Expenses
   Donated rent (Note 5(b))                              750               750         2,250            2,250         6,500
   Donated services (Note 5(b))                        2,250             2,250         6,750            6,750        19,500
   Impairment loss on mineral property costs                                           2,000                          9,200
                                                           -                 -                              -
   Mineral exploration                                     -                 -             -            5,000         5,000
   Office                                                982               893         3,251            1,594         3,481
   Professional fees                                     576             1,928         6,700            6,814        47,003
----------------------------------------------------------------------------------------------------------------------------

Total Expenses                                         4,558             5,821        20,951           22,408        90,684
----------------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                               (4,558)           (5,821)      (20,951)         (22,408)      (90,684)
============================================================================================================================
Net Loss Per Share - Basic and Diluted                     -                 -             -                -            -
============================================================================================================================

Weighted Average Number of Shares Outstanding      7,309,000         7,309,000     7,309,000        7,309,000
============================================================================================================================
</table>











    The accompanying notes are an integral part of these financial statements

<page>

Matrix Ventures, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(unaudited)

<table>
<caption>
                                                                                Nine Months          Nine Months
                                                                                   Ended                Ended
                                                                                 March 31,            March 31,
                                                                                   2006                 2005
                                                                                     $                    $

                                                                             <c>                  <c>
Operating Activities

   Net loss for the period                                                          (20,951)             (22,408)

   Adjustments to reconcile net loss to cash used in operating activities

     Donated services and rent                                                        9,000                9,000
     Impairment loss on mineral property costs                                        2,000                    -

   Changes in operating assets and liabilities

     Accounts payable                                                                   901                  428
     Accrued liabilities                                                             (4,642)                (107)
     Due to a related party                                                             191                    -
--------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                                               (13,501)             (13,087)
--------------------------------------------------------------------------------------------------------------------
Investing Activities

   Mineral property costs                                                            (2,000)                   -
--------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                                (2,000)                   -
--------------------------------------------------------------------------------------------------------------------
Financing Activities

   Advances from a related party                                                      9,000                    -
--------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                             9,000                    -
--------------------------------------------------------------------------------------------------------------------
Decrease in Cash                                                                     (6,501)             (13,087)

Cash - Beginning of Period                                                            9,330               23,936
--------------------------------------------------------------------------------------------------------------------
Cash - End of Period                                                                  2,829               10,849
====================================================================================================================
Supplemental Disclosures
   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)
Notes to the Financial Statements
March 31, 2006
(Expressed in U.S. Dollars)
(unaudited)


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 a working capital deficiency of $33,534 and has incurred losses
     since inception resulting in an accumulated deficit of $90,684. The Company
     expects  further  losses  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.


2.   Summary of Significant Accounting Policies

        a)   Basis of Presentation

         The  financial   statements  of  the  Company  have  been  prepared  in
         accordance with generally accepted accounting  principles in the United
         States and are expressed in U.S. dollars. The Company's fiscal year end
         is June 30.

        b)   Use of Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States 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.

        c)   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.

        d)   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  exploration costs are expensed
         as  incurred.   Mineral  property   acquisition   costs  are  initially
         capitalized  when incurred  using the guidance in EITF 04-02,  "Whether
         Mineral Rights Are Tangible or Intangible Assets". The Company assesses
         the  carrying  costs for  impairment  under SFAS 144,  "Accounting  for
         Impairment  or  Disposal of Long Lived  Assets" at each fiscal  quarter
         end.  When  it has  been  determined  that a  mineral  property  can be
         economically  developed as a result of establishing proven and probable
         reserves,  the costs  then  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.  If mineral
         properties  are  subsequently  abandoned or impaired,  any  capitalized
         costs will be charged to operations.

<page>

Matrix Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2006
(Expressed in U.S. Dollars)
(unaudited)


2.   Summary of Significant Accounting Policies (continued)

        e)   Long-lived Assets

         In  accordance  with SFAS No. 144,  "Accounting  for the  Impairment or
         Disposal of Long-Lived Assets", the carrying value of long-lived assets
         is  reviewed  on  a  regular  basis  for  the  existence  of  facts  or
         circumstances  that may  suggest  impairment.  The  Company  recognizes
         impairment when the sum of the expected  undiscounted future cash flows
         is less than the carrying amount of the asset.  Impairment  losses,  if
         any,  are  measured as the excess of the  carrying  amount of the asset
         over its estimated fair value.

        f)   Foreign Currency Translation

         The Company's  functional  and reporting  currency is the United States
         dollar.   Monetary  assets  and  liabilities   denominated  in  foreign
         currencies  are  translated  in  accordance  with SFAS No. 52  "Foreign
         Currency  Translation",  using  the  exchange  rate  prevailing  at the
         balance sheet date.  Gains and losses  arising on 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.

        g)   Financial Instruments

         The carrying values of cash, accounts payable,  accrued liabilities and
         due to a related  party  approximate  their fair values  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.

        h)   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.

        i)   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.  The potential benefits 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.

        j)   Stock-based Compensation

         The Company  records  stock-based  compensation in accordance with SFAS
         No. 123, "Accounting for Stock-Based Compensation". All transactions in
         which goods or services are provided to the Company in exchange for the
         issuance  of equity  instruments  are  accounted  for based on the fair
         value of the  consideration  received  or the fair  value of the equity
         instrument  issued,  whichever  is  more  reliably  measurable.  Equity
         instruments  issued to employees and the cost of the services  received
         as consideration are measured and recognized based on the fair value of
         the equity  instruments  issued.  The Company does not currently have a
         stock option plan.

<page>

Matrix Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2006
(Expressed in U.S. Dollars)
(unaudited)


2.   Summary of Significant Accounting Policies (continued)

        k)   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.

        l)   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 March 31, 2006 and 2005, the Company
         has no items that represent a comprehensive  loss and,  therefore,  has
         not  included  a  schedule  of  comprehensive  loss  in  the  financial
         statements.

        m)   Interim Financial Statements

         These interim unaudited financial  statements have been prepared on the
         same basis as the annual  financial  statements  and in the  opinion of
         management,   reflect  all  adjustments,   which  include  only  normal
         recurring  adjustments,  necessary  to  present  fairly  the  Company's
         financial  position,  results  of  operations  and cash  flows  for the
         periods  shown.  The  results of  operations  for such  periods are not
         necessarily  indicative of the results  expected for a full year or for
         any future period.

        n)   Recent Accounting Pronouncements

         In May 2005,  the Financial  Accounting  Standards  Board (FASB) issued
         SFAS No. 154, "Accounting Changes and Error Corrections - A Replacement
         of  APB  Opinion  No.  20  and  SFAS  No.  3".  SFAS  154  changes  the
         requirements  for the  accounting  for and  reporting  of a  change  in
         accounting principle and applies to all voluntary changes in accounting
         principle.  It  also  applies  to  changes  required  by an  accounting
         pronouncement in the unusual instance that the  pronouncement  does not
         include specific transition provisions. SFAS 154 requires retrospective
         application  to prior  periods'  financial  statements  of  changes  in
         accounting  principle,  unless it is  impracticable to determine either
         the period-specific effects or the cumulative effect of the change. The
         provisions  of SFAS No. 154 are effective  for  accounting  changes and
         correction of errors made in fiscal years  beginning after December 15,
         2005.  The adoption of this standard is not expected to have a material
         effect on the Company's results of operations or financial position.

<page>

Matrix Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2006
(Expressed in U.S. Dollars)
(unaudited)

2.   Summary of Significant Accounting Policies (continued)

     n)  Recent Accounting Pronouncements (continued)

         In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges  of
         Nonmonetary  Assets - An Amendment of APB Opinion No. 29". SFAS No. 153
         is the  result of a broader  effort  by the FASB to  improve  financial
         reporting by eliminating  differences between GAAP in the United States
         and GAAP  developed by the  International  Accounting  Standards  Board
         (IASB).  As part of this  effort,  the  FASB  and the  IASB  identified
         opportunities  to improve  financial  reporting by eliminating  certain
         narrow differences  between their existing accounting  standards.  SFAS
         No.  153  amends  APB  Opinion  No.  29,  "Accounting  for  Nonmonetary
         Transactions", that was issued in 1973. The amendments made by SFAS No.
         153 are based on the principle  that  exchanges of  nonmonetary  assets
         should be  measured  based on the fair value of the  assets  exchanged.
         Further,  the amendments eliminate the narrow exception for nonmonetary
         exchanges  of similar  productive  assets and replace it with a broader
         exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
         "commercial  substance."  Previously,  APB Opinion No. 29 required that
         the  accounting  for an  exchange of a  productive  asset for a similar
         productive  asset or an  equivalent  interest  in the  same or  similar
         productive  asset should be based on the  recorded  amount of the asset
         relinquished.   The   provisions  in  SFAS  No.153  are  effective  for
         nonmonetary asset exchanges occurring in fiscal periods beginning after
         June 15, 2005. Early  application is permitted and companies must apply
         the standard prospectively. The effect of adoption of this standard did
         not have a material  impact on the  Company's  results of operations or
         financial position.

        o)   Reclassifications

         Certain   reclassifications  have  been  made  to  the  prior  period's
         financial statements to conform to the current period's presentation.


3.   Mineral Properties

     Pursuant to a Mineral Property Option Agreement  ("Agreement")  dated April
     21,  2004,  as amended on December  31,  2005,  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.  The Company paid $7,200 to the Optionor  upon the execution of the
     Agreement.  The Company is obligated  to pay $2,000  (paid) to the Optionor
     upon execution of the amended  Agreement  dated December 31, 2005. In order
     to keep the Agreement in good  standing the Company must incur  exploration
     expenditures on the mineral claims of $115,000 as follows:

        (a) $5,000 by December  31, 2004  (incurred);
        (b) $10,000 by December 31, 2006; and
        (c) $100,000 by December 31, 2007.


4.   Related Party Transactions

        (a)  The amount of $9,241  (June 30, 2005 - $50) owing to the  President
         of the Company is unsecured, bears interest at 10% per annum and is due
         on demand.

        (b) The President of the Company 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 nine-month
         period ended March 31, 2006, donated services of $6,750 (2005 - $6,750)
         and donated  rent  expense of $2,250  (2005 - $2,250)  were  charged to
         operations.

<page>

Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report 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 likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.

Plan of Operation

Our plan of operation for the twelve months following the date of this report is
to complete the phase two and three exploration  programs on the Wanapitei River
property,  located in  Scadding  Township,  District  of  Sudbury,  Ontario,  as
recommended by John Siriunas. We anticipate that the phase two program will cost
approximately $10,000, while the phase three program will cost about $80,000. To
date, we have completed the first phase of  exploration  on the Wanapitei  River
property and part of phase two.

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 and his  involvement  with the  completion  of the phase one
program.  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.  We  will  not  have  to  rent  or  purchase  any  equipment  for
exploration.  All required equipment is provided by the consulting geologist who
oversees the programs.

In addition to exploration  costs, we anticipate  spending an additional $50,000
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
$140,000.  We will require  additional  funding in order to complete  additional
exploration  programs on the  Wanapitei  River  property 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.

As well,  our  president,  Lori Bolton,  has agreed to loan up to $150,000 to us
from time to time upon our request in order to fund  operations.  Amounts loaned
will be unsecured,  will bear annual simple  interest of 10% and will be payable
upon demand.

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.

Results Of Operations For Period Ending March 31, 2006

We did not earn any revenues during the nine-month period ending March 31, 2006.
We  incurred  operating  expenses  in the amount of $20,951  for the  nine-month
period  ended  March  31,  2006,  as  compared  to a loss  of  $22,408  for  the
comparative  period in  fiscal  2005.  The  slight  decrease  in net loss in the
current fiscal year is a result of a decrease in mineral  property costs ($5,000
in fiscal 2005 as compared to $2,000 in fiscal 2006).

<page>

As at March 31, 2006, we had total assets of $2,829 consisting  entirely of cash
and $36,363 in  liabilities  consisting of accounts  payable of $2,122,  accrued
liabilities of $25,000 and $9,241 due to one of our  directors.  As at March 31,
2006, we had a working capital deficiency of $33,534.

ITEM 3:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Our  management  evaluated  the  effectiveness  of our  disclosure  controls and
procedures  as of the  end  of our  fiscal  quarter  on  March  31,  2006.  This
evaluation was conducted by our chief executive  officer,  Lori Bolton,  and our
principal accounting officer, Erika Kumar.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.


Conclusions

Based upon his  evaluation  of our  controls,  our chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

<page>

PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

We are not a party to any pending legal  proceeding.  Management is not aware of
any threatened litigation, claims or assessments.

Item 2.  Changes in Securities

The Company  did not issue any  securities  during the  quarter  ended March 31,
2006.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

31.1  Certification pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934
31.2  Certification pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

We did not file any current reports on Form 8-K during the period.

SIGNATURES
----------

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

DATED:  May 12, 2006

Matrix Ventures, Inc.

/s/ Lori Bolton
------------------------------
Lori Bolton, President