SecProbe.io

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Room 4651

								July 18, 2005

Laurence Stephenson
Principal Financial Officer, President and Director
Tylerstone Ventures Corporation
1136 Martin Street
White Rock, British Columbia
Canada, V4B 3V9

RE:	Tylerstone Ventures Corporation
      Amendment No. 4 to Form SB-2
      File No. 333-121660
      Filed on June 30, 2005

Dear Mr. Stephenson:

      We have reviewed your amended 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.

      For purposes of this comment letter, we refer to the
pagination, paragraphs, sentence and line numbers as displayed by
the
marked courtesy copy version of your amended Form SB-2 filed on
June
30, 2005.

Risk Factors

10.  The Directors Have Other Business Interests . . . , page 5

1. We note your officers and directors are employed by other
public
companies not disclosure in this prospectus.  For example, please
revise this risk factor to disclose the relationships among
members
of your management and board with Armitage Mining Corp., Douglas
Lake
Minerals, Inc. and Colossus Ventures, Inc.

2.	We note Douglas Lake Minerals, Inc., a company who shares
your
President, is not a timely filer.   Because management cannot
devote
significant time to your affairs, please tell us whether the lack
of
timely reporting may be a material risk to Tylerstone and consider
risk factor disclosure, as appropriate.

Item 10.  Directors, Executive Officers, Promoters and Control
Persons, page 17

3. Please revise to designate which member of your Board of
Directors
serves as Chairman.

4. Revise your business experience summaries to identify all
members
of your management or board of directors who have been employed by
a
reporting company during the past five years.  Further, please
revise
to describe other directorships held in reporting companies naming
each reporting company.  Refer to Items 401(a)(4) and (a)(5) of
Regulation S-B.

Financial Statements

5.	Please update your financial statements and have the
accountants
update their consent, as appropriate.  See Items 310 and 601 of
Regulation S-B.

*   *   *

	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.

      You may contact Brad Skinner, Branch Chief Accountant, at
(202)
551-3489 if you have questions regarding comments on the financial
statements and related matters.  Please contact Neil Miller at
(202)
551-3442 for all other questions.  If you thereafter require
additional assistance, you may call me at (202) 551-3462 or
Barbara
C. Jacobs, Assistant Director, at (202) 551-3730.

      Sincerely,

      Mark P. Shuman
      Branch Chief-Legal

cc: 	Daniel B. Eng, Esq.
      Bartel Eng & Schroder
      (via facsimile (916) 442-0400)

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Mr. Laurence Stephenson
Tylerstone Ventures Corporation
July 18, 2005
Page 1

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