Before M.A.S.K. and V.E.N.O.M. existed, they were all part of an organization dedicated to preserving peace throughout the world. Andy Trakker, Matt's kid brother, also worked for the organization, and he created blueprints of masks, vehicles and weapons that were designed to surprise and deceive the enemy. Miles Mayhem did not like the fact that he wasn't getting any publicity for his work because they worked anonymously. He became power hungry.
One morning, they had arranged to have a meeting to discuss Andy's inventions. Matt arrived late, only to find the organization headquarters ablaze and his kid brother on his death bed. Mayhem had double crossed them, and stolen the blueprints! Fortunately, Mayhem only had time to escape with half the plans. And so, He went on to use his half of Andy Trakker's inventions to form V.E.N.O.M. (Vicious Evil Network Of Mayhem), an organization dedicated to his evil quest for power. Matt Trakker used the other half to combat evil with M.A.S.K. (Mobile Armored Strike Kommand).