MAIL STOP 3561

August 16, 2005

Howard Balter, Chief Executive Officer
Ad. Venture Partners, Inc.
18 W. 18th Street, 11th Floor
New York, NY 10011

      Re:	Ad. Venture Partners, Inc.
   Amendment No. 3 to Registration Statement on
   Form S-1
   Filed August 8, 2005
   File No. 333-124141

Dear Mr. Balter,

      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.

Principal Stockholders, page 46

1. Please revise the disclosure discussing Messrs. Balter and
Slasky`s ability to mitigate their risks to include the
possibility
that they may pledge their current shares as collateral to finance
any open market warrant purchases.  Please see exhibit 10.7.






Financial Statements

Statement of Stockholders` Equity, page F-5

2. We note the five-for-six reverse split of your shares of common
stock that took place on August 5, 2005.  Accordingly, please
revise
the statement of stockholder`s equity to properly reflect the
split.

Part II

Exhibits

3. Please have counsel revise the legality opinion to indicate
that
it opines upon Delaware law including the statutory provisions,
all
applicable provisions of the Delaware Constitution and all
reported
judicial decisions interpreting those laws.

4. Because the units and warrants will be trading as a security,
please have counsel revise the legality opinion to opine whether
the
units and warrants will be duly authorized, validly issued, fully
paid and non-assessable.




Closing Comments

      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.

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

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Babette Cooper (202) 551-3396 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.

						Sincerely,



						John Reynolds
      Assistant Director



Cc:  	Gian-Michele aMarca
	Fax #  (415) 951-3699


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Howard Balter, Chief Executive Officer
Ad.Venture Partners, Inc.
August 16, 2005
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