SecProbe.io

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(Letter  Head)

May  30,  2005

United  States  Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.
20549

Mail  Stop  4561

ATTENTION:  MR.  MARK  P.  SHUMAN
            BRANCH  CHIEF  -  LEGAL
            -----------------------

Dear  Mr.  Shuman:

Re:     Amendment  No.  2  to  Form  SB-2
        File  No.  333-121660
        Filed  on  April  19,  2005

In  response  to your comment in your letter dated May 13, 2005, I have prepared
the  following  replies.

As  indicated  in  prior  letter the page numbers referred to in this letter are
those  of  the  "red-lined"  copy.

To  faciliate  your  review,  I  am  enclosing  the  following  documents:

     Three  copies  of  the  "red-lined"  Form  SB-2;

     Three  copies  of  the  completed  Form  SB-2  without  "red-lines";

     Three  copies  of  your  letter  dated  May  13,  2005;  and

     Two  copies  of  this  letter.

My  responses  are  made  in  the  order  set  forth  in  your  letter.

                                      -1-
<PAGE>

RISK  FACTORS,  PAGE  3
-----------------------

1.   In  response  to  this comment and prior comment 5, I have revised the risk
     factor  to  include  the  various  points  mentioned  as  follows:

"To  continue  as a going concern, the Company is in urgent need of money.   For
example,  over  the  next  twelve  months  the  Company  will require $8,800 for
operating  expenses,  $26,100  for  offering expenses and $56,478 for payment to
its  third party creditors.  In addition, to the foregoing cash requirements, as
a  minimum  the  Company will have to spend $3,411 to maintain the Tylerstone in
good  standing  on  or  before January 31, 2006.   This is only the minimum cost
since  if  it  wishes  to  complete  the exploration program referred to in this
prospectus  it  will require an estimated $247,500.  If this entire offering was
subscribed  for the Company would not have sufficient money to pay all the above
noted  expenses  and  accounts  payable;  being  a  total  of $338,878 and would
therefore  incur  a  shortfall  of  $38,878.   Once the Company becomes a public
company,  the  general  and  administrative expenses will increase by $27,550 as
outlined  on  page  36.   Investors  should  be  warned  there  will be no money
available from the sale of gold, silver, lead or zinc from the Tylerstone in the
foreseeable  future or maybe never since there is no ore reserve existing on the
Tylerstone  and  there  is  the  distinct  possible  there  will never be an ore
reserve.  Presently,  the  Company  has been able to survive if lack of money by
not  paying  its  creditors  and receiving small advances from its directors and
officers.   If  no  money is received under this offering, the Company will have
to  rely  upon  further  advances from its officers and directors.   None of the
directors  and  officers  have committed to advance further money to the Company
and none are willing to sign a personal guarantee allowing the Company to borrow
from  a  lending  institution.  Without  further advances and no money from this
offering, the Company will not have sufficient money to proceed with its planned
objectives  and  will  cease  to  be a going concern within the next few months.
Investors  should  be  aware, prior to making an investment under this offering,
there  is the distinct possibility they will lose their entire investment due to
the  Company  having  a  lack  of  money  to  continue  as  a  viable  entity."

                                      -2-
<PAGE>

2.     I  have  changed  the  presentation  of the Risk Factors to eliminate the
three  distinct categories and to place the Risk Factors in the order I consider
are  most  important  for investors to be aware of immediately.  Please note the
Risk  Factors  have been moved to new locations resulting in them being shown as
"red-line"  amendments  although  no  change  has been made in the Risk Factors,
except  than  No.  1,  other  than  their  location  in  the  prospectus.

To  assist  in  your  review  I  have  listed  the  Risk  Factors  titles below:

1.   Loss of total investment by new investors if the Company is unable to raise
     sufficient  funds  to  carry  on  operations.

2.   Since  inception  the  Company  has had limited operations and has incurred
     accumulated  losses  of  $145,834.

3.   Auditors  are concerned as to whether or not the Company will continue as a
     going  concern.

4.   Penny  stock  rules  may  make  buying  and selling of the Company's shares
     difficult.

5.   The  Company  has no history of managing an exploration property upon which
     investors  may  evaluate  the  Company's  performance.

6.   The  Company  only  has one mineral claim which might impair its ability to
     attract  capital  to  acquire  further  mineral  properties.

7.   Messrs.  Stephenson  and  Skoda  are  the  only  directors  who  have  any
     exploration  experience  since  both Ms. Murphy and Mr. Hawkins have had no
     involvement  in  the  past  with  an  exploration  company.

                                      -3-
<PAGE>

8.   The directors have other business interests which might result in their not
     devoting  a  significant  amount  of  time  to  the affairs of the Company.

9.   If the Company fails to maintain market makers it will affect the liquidity
     of  the  shares  purchased  by  new  investors.

10.  Having to raise money from the sale of shares will automatically dilute the
     ownership  interest  of  each  shareholder  of  the  Company.

11.  The  issuance  of  shares  under  this offering might result in a change of
     control.

12.  There  is no minimum number of shares that must be sold under this offering
     and  any  funds  received  can  be  immediately  used  by  the  Company.

13.  The Company's ability to operate will depend on its ability to face all the
     challenges  of  a  new  business.

14.  If  a market for the Company's common stock does not develop, investors may
     be  unable  to  sell  their  shares.

15.  The  directors  and officers are self-underwriting this offering which will
     result  in  no  independent  evaluation  of  the offering price paid by new
     shareholders.

16.  Management  is  under  no contractual obligation to remain with the Company
     and  their  departure  could  cause  the  Company's  business  to  fail.

17.  If  the  Company  does  not  maintain the Tylerstone in good standing on or
     before  February  24, 2006, it will loss its interest to the mineral rights
     thereon.

18.  The  Board of Directors has the discretion to amend the use of proceeds set
     forth  in  this  prospectus.

                                      -4-
<PAGE>

19.  The  present  shareholders  have  purchased  their  shares  at  prices
     substantially  below  the  offering  price  under  this  prospectus.

20.  There  may  be  wide fluctuations in the share price of the Company's share
     which  management  has  not  control  over.

21.  The Company does not anticipate paying any dividends to its shareholders in
     the  foreseeable  future.

22.  Spending money on exploration activities might not result in a commercially
     viable  ore  reserve  ever  being  identified.

23.  Title  to  the  Tylerstone is unsure since no survey has been undertaken to
     determine  the  boundaries  of  the  claim.

24.  Positive  results  during  exploration  does  not  guarantee  commercial
     production  due  to  certain  environmental  regulations.

25.  The  Company  is  subject  to  intense  competition  from other exploration
     companies.

26.  Access  to  the  Tylerstone  is  difficult  and  expensive.

27.  Minerals  on  the  Tylerstone  may  not  be  of  commercial  value.

28.  Unknown hazards will increase the risk of exploration for which the Company
     does not have the funds available to protect its exploration crew or insure
     against  injuries.

29.  The  location and access of smelting facilities might restrict the refining
     of  any  ore  extracted  from  the  Tylerstone.

30.  Access  to  supplies  and  exploration  crew  personnel  might  prove to be
     difficult  and  result  in  additional  cost  and  expenditures.

                                      -5-
<PAGE>

31.  The  Company  does  not  carry  key  man  insurance.

With the expansion of Risk Factor number 1 under comment 1 above, I have deleted
Risk  Factor  number 3 under the former heading "C - Management and the Company"
to  avoid  duplication  as  follows:

"IT  IS DOUBTFUL IF THE COMPANY WILL BE ABLE TO FUND OPERATIONS FOR THE NEXT SIX
MONTHS  IF  IT  DOES  NOT  RECEIVE  THE  FUNDS  FROM  THIS  OFFERING.

The  Minimum  period  of  operations the Company could fund, relying on advances
from  its  officers and directors, would be six months if no funds were received
under  this  offering.  In the event the directors and officers are unwilling to
fund  operations,  the Company could not operate at all.   Since the Company has
no  minimum  offering  under  this  prospectus,  any  money raised might have an
insignificant  effect  on  financing  operations.   Therefore,  the  only  other
potential  source  of  funding,  other  than  this  offering,  would be personal
advances  made  by  the  Company's  officers and directors.   Even if the market
price of gold, silver, lead or zinc wee to reach extremely high prices, it would
take  years  before  the  Company  would  be  able to sell any minerals from the
Tylerstone.   Therefore, no reliance should be placed on the sale of minerals as
a  means  of  raising  funds.   The Company will require $227,500 in exploration
costs, assuming not all of Phase III is undertaken, and an additional $65,278 to
pay  expenses  for  the  next  twelve  months which included $26,100 in Offering
Expenses.

ITEM  19.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  PAGE  43
------------------------------------------------------------------------

3.     The  business  purpose  for  the  gifting of 750,000 restricted shares to
Louise  Murphy, Edward Skoda and myself in the amount of 250,000 shares each was
that  Mr.  Hawkins  felt he wanted to attract individuals who have experience in
exploration and in accounting matters.   As you will note from my resume, I am a
professional geologist with a number of years experience.  Mr. Skoda has been in
the exploration industry for the last twenty or more years.  Ms. Murphy has been
in  office  administration  and accounting for the majority of her working life.
Mr.  Hawkins  is  neither  a  geologist  or  an  accountant  although  he  is  a
businessman.  The shares were gifted to us by Mr. Hawkins thereby allowing us to
acquire  an interest in the Company at no cost to us.   This was an incentive to
us  to  become  members  of  the  Board  of  Directors.

                                      -6-
<PAGE>

There are no formal agreements or informal understandings that Mr. Hawkins would
receive  shares  or  other  compensation  from  the  Company  in return for this
transfer  of  shares.

I  have  revised the applicable paragraph on page 43 in response to this comment
as  follows:

"The business purpose for gifting the shares to the above noted directors was to
induce  them  to  become  members  of  the Board of Directors since they possess
certain  knowledge,  being  able  to  manage  an exploration company and general
office  procedures, which Mr. Hawkins does not have.   As mentioned elsewhere in
this  prospectus,  Messrs.  Stephenson  and  Skoda  have been in the exploration
industry  for  a  number  of  years and for the majority of her working life Ms.
Murphy  has  been  involved with accounting and office procedures.  There are no
formal  agreements  or  informal  understandings  that Mr. Hawkins would receive
shares  or  other compensation from the Company or any of the other directors in
return  for  this  transfer  of  shares."

4.     As  mentioned  in  3  above,  Mr.  Hawkins gifted the shares to the other
directors in order to attract individuals who were familiar with exploration and
administration.  No  consideration  was  paid to Mr. Hawkins for the transfer of
shares.  No  value was established to record this transactions for the following
reasons:

1.     The  total  transaction was deemed immaterial since Mr. Hawkins only paid
$750  for the shares gifted to the other directors.   He did not request payment
from  each  director  due  to  the  minor  dollar  amount involved.  The Company
considers $750, the price paid by Mr. Hawkins, to be immaterial and therefore it
was  not  accounted  for  as  a  contribution to capital and expensed during the
period  of  transfer.

                                      -7-
<PAGE>

2.     At  the  time of the transfer, it would have been extremely difficult for
the  Company  to  value  the  services  to be rendered by these directors in the
future.  Basically, the Company could not determine a fair value of the services
to  be  rendered  in  the  future  at  the  time  of  gifting  of  the  shares.

3.     Since the shares of the Company are not trading, there is no market value
which  could be assigned to the shares gifted to the other directors.  Assigning
the  offering price nearly a year after the transaction took place does not seem
reasonable  since  it  would not reflect the actual situation at the time of the
transfer.

4.     Placing a value on the Company at the date of gifting of the shares would
have  given  a  negative  value to the Company.   Even today, prior the offering
being  subscribed  for,  the  Company  has  a  negative  book  value

The above noted points are the reasons why the transfer was not accounted for in
the  financial  statements  as  at  the date the shares were gifted to the other
directors.  At  the  time,  it  was  not  a  material  transaction.

EXHIBIT  5  -  LEGAL  OPINION  FILED  12-27-2004
------------------------------------------------

5.      In  response  to  this  comment,  I  am  attaching  a letter from Bartel
Eng  and  Schroder.

In  closing,  I  would  like  to  thank  the staff for their assistance to date.

Yours  very  truly;
Tylerstone  Ventures  Corporation

Per:   /s/  "Laurence  Stephenson"
----------------------------------
Laurence  Stephenson
Chief  Executive  Officer,  President  and
Director

Enclosures

                                      -8-
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