  Keeping in mind the several models of M(atrix) theory we attempt to
understand the possible structure of the topological M(atrix) theory
``underlying'' these approaches. In particular we are motivated by the issue
about the nature of the structure of the vacuum of the topological M(atrix)
theory and how this could be related to the vacuum of the electroweak theory.
In doing so we are led to a simple topological matrix model. Moreover it is
intuitively expected from the current understanding that the noncommutative
nature of ``spacetime'' and background independence should lead to a
topological Model. The main purpose of this note is to propose a simple
topological Matrix Model which bears relation to F and M theories. Suggestions
on the origin of the chemical potential term appearing in the matrix models are
given.
