Mail Stop 3-09

							May 11, 2005

Nicole Milkovich
President and CEO
Milk Bottle Cards Inc.
127 East 18th Ave.
Vancouver, British Columbia, Canada, V5V 1E4

Re:	Milk Bottle Cards Inc.
	Registration Statement on Form SB-2
	File Number 333-124304

Dear Ms. Milkovich:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM SB-2

Registration Statement Cover Page

1. Footnote (4) to the registration fee table indicates the price
of
$0.025 per share is an estimate pursuant to Rule 457(c).  Rule
457(c)
applies to offerings of securities at fluctuating prices over
time.
From the disclosure in your prospectus, it appears you are
planning
to offer the securities at a fixed price of $0.025, not at
fluctuating prices.  Furthermore, since the offering does not meet
the requirements of a shelf or "at-the-market" offering, it needs
to
be at a fixed price.  Therefore, please delete the language in
footnote (4) that indicates otherwise.


Prospectus Cover Page

2. You disclose that "[t]here is no minimum number of shares
required
to be purchased," yet you also state that "[i]n the event we do
not
raise the proceeds before the expiration date of the offering, all
funds raised will be returned promptly to subscribers."  The
latter
phrase suggests there is a minimum in that the offering is an
"all-
or-nothing" offering.  Please reconcile these two statements.  Is
the
first statement saying there is no per-person minimum number of
shares?  If so, please clarify.

Risk Factors, page 6

3. We note from page 11 that the offering price was determined
arbitrarily and bears no relationship to your assets, book value,
earnings, or any other established criteria.  Please disclose this
information in a risk factor.  The risk factor should also
disclose,
if true, that the offering price was based on the amount of
proceeds
that you needed to start your operations, considering the amount
of
the company you wanted to sell to the public.

4. Please add a risk factor disclosing the size of the board, the
lack of independent directors, the lack of independent board
committees, the lack of an audit committee financial expert, and
these issues` implications to shareholders.

Since we are a development stage company, have generated . . . ,
page
6

5. Please disclose the amount of your accumulated deficit.

We are totally dependent on the proceeds from this offering . . .
,
page 7

6. Please disclose the amount of offering proceeds, the $6000
expenses of the offering, and the amount of cash on hand, and
compare
these amounts to your estimated total operating and other costs
through the design and manufacturing of your first collection of
cards.

7. We note you plan to use the proceeds of this offering to
develop
your initial collection of cards.  Please disclose the number of
cards you expect to be able to produce for this initial
collection,
considering the funds that will be available for this purpose.

We cannot predict when or if we will produce revenues . . . , page
7

8. This risk factor appears to describe the same risks as the
first
two risk factors.  Please combine this risk factor into the first
two, and remove any duplicative text.  Alternatively, if you
intend
for this risk factor to describe a different risk from the first
two,
revise it to more clearly identify the distinct risk.


Since our success depends upon the efforts of Nicole Milkovich . .
.
, page 7

9. We note the reference to Mr. Bolbrugge as a director.  If he is
a
director, he should be identified as such in the "Directors,
Executive Officers, Promoters and Control Persons" section on
pages
13-14, and he should sign the registration statement.  If he is
not a
director, please revise the risk factor accordingly.

10. We note your success is dependent on your ability to attract,
develop, motivate, and retain additional employees.  Please
mention
this issue in the risk factor heading.  Also, discuss any
difficulties you have had in attracting new employees.  Finally,
if
you are aware of any characteristics of your company that may not
be
attractive to potential recruits, please discuss them.

Our officers and director have conflicts of interest . . . , page
8

11. We note Ms. Milkovich and Mr. Bolbrugge devote time to other
activities.  Please disclose generally what these other activities
are and whether they compete with the proposed business activities
of
the company.

Because we do not currently have any patent or trademark
protection .
. . , page 8

12. In the Business section of your document, please disclose the
characteristics of your greeting card line that you believe will
make
it unique.

13. Please identify and discuss the "efforts to protect [your]
proprietary rights, such as [your] designs and brand name" that
you
are making.

14. To the extent you are aware that you have any proprietary
rights
that are being infringed upon or that you have been notified of a
third party`s belief that you are infringing on their proprietary
rights, please revise to disclose the situation and potential
consequences.

Due to the lack of a trading market for our securities . . . ,
page 9

15. Please disclose when you intend to apply for quotation on the
OTC
BB.

You will incur immediate and substantial dilution of the price you
pay for your shares, page 10

16. Please revise this risk factor to explain that investors who
purchase shares will contribute ___% of the total amount to fund
the
company but will own only ___% of the outstanding share capital
and
___% of the voting rights.

Use of Proceeds, page 10

17. Please identify the equipment you plan to purchase with the
offering proceeds.

18. Please identify with more specificity what you mean by
"working
capital."  If you do not yet have a plan for these funds, so
state.

Future Sales by Existing Stockholders, page 16

19. We note that pursuant to Rule 144, Ms. Milkovich may sell her
2,000,000 shares one year after their acquisition.  As such sales,
if
they occur, may cause the stock price to drop, please consider
adding
a risk factor regarding this matter.  The risk factor should
disclose
the number of shares that may be sold, the date at which the Rule
144
restrictions expire, and any other information necessary to
describe
the risk.

Description of Our Business

Our Proposed Business, page 19

20. Please disclose when you plan to launch your website.

Market Analysis, page 20

21. Please disclose the size of your target market, and identify
the
source of this figure.  If it is your own estimate, explain how
you
calculated the estimate.

22. Please state approximately how many "gift stores, card stores
and
flower stores" you plan to place your cards in initially.  Also,
state approximately how many of these stores have already agreed
to
sell your cards.

23. We note you "believe that there is a growing number of people
who
enjoy homemade greeting cards . . . ."  Please explain the basis
for
this belief.  For example, have you done surveys or other market
research?

Sales and Distribution Methods, page 21

24. We note you "have engaged the services of a website developer
to
design and host our website," and on page 25 you identify this
individual as Gary Baerg.  However, on page 24, you state you
"intend
to hire third party independent contractors for development of
[your]
website" when you have the funds to do so.  Please reconcile these
statements.

Management`s Discussion and Analysis or Plan of Operation, page 24

25. The "Proposed Milestones to Implement Business Operations"
discussion on pages 25-26 contains various timeframes for
completion
of the milestones.  As some of the timeframes are now passed and
others are soon approaching, please update the timeframes as
necessary.

Management`s Discussion and Analysis or Plan of Operation

Plan of Operation, page 25

26. In accordance with Item 303(a)(1)(i) of Regulation S-B, please
include disclosure which addresses how long you can satisfy your
cash
requirements and whether you will have to raise additional funds
in
the next 12 months.

Certain Relationships and Related Transactions, page 26

27. Please describe the transaction(s) in which Ms. Milkovich
acquired her 2,000,000 shares of common stock.

Notes to Financial Statements

28. We note that your operations are conducted in Canada.  Please
disclose your functional currency.  In addition, please tell us
how
this determination was made.  Refer to SFAS 52.

Note 3.  Related Parties, page 40

29. We note that you did not record an expense for the office
space
and equipment provided by the director of the Company.  Please
tell
us the fair value of both the office space and equipment and how
each
fair value was determined.

Exhibit 3.1: Articles of Incorporation

30. We note Dwight Alan Teegardin is identified in the articles of
incorporation as a director, and Sandra L. Miller is identified as
an
incorporator.  Please supplementally explain to us these two
individuals`s current status with the company.  If the articles of
incorporation have been amended since they were originally
drafted,
you should file the amendment.

Exhibit 5.1: Opinion re: Legality

31. We assume counsel believes they are qualified to give an
opinion
regarding a Nevada-domiciled company even though they may not be
licensed to practice law in Nevada.  Therefore, counsel should
remove
the disclosure indicating they are licensed in California.  It is
not
relevant, and it may suggest to some individuals that they are
qualifying their opinion.


Exhibit 99: Form of Subscription Agreement

32. Although it is permissible to require investors to acknowledge
they have received a copy of the prospectus, it is not permissible
to
ask them to acknowledge that they have read it.  Doing so may
cause
them to believe they are waiving some of their rights under the
securities laws.  Please delete this phrase from subparagraph a)
of
the subscription agreement.

33. Do you intend to send the subscription offer before the
registration statement is declared effective?  If so, please
supplementally explain to us how you will comply with section 5 of
the Securities Act.  For example, is the subscription agreement
intended to fit within the safe harbor of Rule 134 of the
Securities
Act?  If so, you will need to add a legend as prescribed by that
Rule.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	You may contact Dana Hartz at (202) 942-2976 or Mary Mast at
(202) 942-1858 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 824-5219 or me at (202) 942-1840 with any other
questions.

							Sincerely,



							Jeffrey Riedler
							Assistant Director

cc:	Michael M. Kessler, Esq.
	Lewis, Kessler & Kelsch
	3406 American River Drive
	Sacramento, California 95864
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Nicole Milkovich
Milk Bottle Cards Inc.
May 11, 2005
Page 1