SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

(Letterhead)

June  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.  3  to  Form  SB-2
        File  No.  333-121660
        Filed  on  May  31,  2005

In  response to your comment in your letter dated June 24, 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-2A;

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

     Three  copies  of  your  letter  dated  June  24,  2005;  and

     Two  copies  of  this  letter.

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

                                      -1-
<PAGE>

REGISTRATION  STATEMENT  ON  FORM  SB-2
---------------------------------------

Risk  Factors,  page  3
-----------------------
General
-------

COMMENT  1
----------

In  error  the  previous Risk Factor was deleted during the revision of the Risk
Factors.  It  has  now  been  inserted  as  Risk  Factor  #2  as  follows:

"BECAUSE  THE  COMPANY HAS NO REVENUE, THE COMPANY WILL NEED ADDITIONAL FUNDS TO
CONTINUE  OPERATIONS

Because the Company has no revenue, the minimum period of operations the Company
could  fund,  relying on advances from its management, would be six months if no
funds  were received under this offering.   In the event management is 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 Company will have
to  seek financing from other sources, which, at this time cannot be determined.
Therefore, there is a risk that investors in this offering may lose their entire
investment."

COMMENT  2
----------

In  consideration  of  Comments  2  to  4,  the previous Risk Factor #1 has been
amended  to  read  as  follows:

LOSS  OF  TOTAL  INVESTMENT  BY  NEW INVESTORS IF THE COMPANY IS UNABLE TO RAISE
SUFFICIENT  FUNDS  TO  CARRY  ON  OPERATIONS

To  continue  as a going concern, the Company is in urgent need of money.   Over
the  next twelve months the Company will require approximately $69,000, as shown
on  page  41,  to maintain operations but undertaking no exploration programs on
the  Tylerstone except to maintain it in good standing for another year.  If and
when  the  shares  of  the  Company  become  publicly  traded,  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

                                      -2-
<PAGE>

maybe  never  since there is no ore reserve existing on the Tylerstone and there
is  the  distinct  possibility  there  will  never  be  an ore reserve.  Without
adequate  funds  being  received  under  this  offering,  there  is  a  distinct
possibility  that  any investors subscribing under this offering will lose their
entire  investment.

COMMENT  3
----------

In former Risk Factor #1 it was indicated estimated expenses for the next twelve
months  would  be $8,800, accounts payable was $56,478, the cost to maintain the
Tylerstone in good standing in the event the offering was not subscribed for was
$3,411 and offering expenses were $26,100.  This total was $94,789.  This figure
was  incorrect.   An  error  on  our  part  was  made in that we should not have
included  the  offering expenses in the total funds required since they had been
accrued  in  the  outstanding  accounts  payable as at February 28, 2005.  Under
response #7 in our letter dated April 18, 2005, the offering costs were shown as
a  deduction  from accounts payable in order not to duplicate expenses under the
Use  of  Proceeds.  To  avoid  any confusion on part of our future investors the
following  schedule  has  been  amended  on  page  41:

<TABLE>
<CAPTION>

                                                                              Accounts
                                 Add                                          Payable
                              Estimated      Total                              Less
                  Accounts     Expenses     Required     Deduct     Deduct    Offering/
                   Payable       for       Funds for    Offering    Explor-    Explor-
                   Feb. 28,       12        Next 12     Expenses    ation      ation
Description          2005       Months      Months        (iii)    Expenses   Expenses
-----------       ---------   --------     ---------   ---------    -------  ----------
<S>                         <C>         <C>       <C>        <C>        <C>      <C>         <C>      <C>        <C>       <C>
Accounting
and audit. . . .  $ 12,325    $  2,200     $ 14,525   $  (7,500)  $     -    $  7,025
Exploration
 - Tylerstone.           -       3,411        3,411           -    (3,411)          -
Filing fees. . .         -         400          400        (400)        -           -
Legal (i). . . .    14,670       3,000       17,670     (15,000)        -       2,670
Office (ii). . .       765       1,000        1,765      (1,000)        -         765
Printing . . . .         -       1,000        1,000      (1,000)        -           -
Rent . . . . . . .  20,245           -       20,245           -         -      20,245
Transfer
    Agent (i). . .   8,473       1,200        9,673      (1,200)        -       8,473
                   -------     -------      -------     -------  --------     -------

     Total . . . .$ 56,478    $ 12,211     $ 68,689    $(26,100)  $(3,411)   $ 39,178
                  ========    ========      =======     =======    =======    =======
</TABLE>

In  addition  the  previous  sentences  under (iii) have been changed to read as
follows:

                                      -3-
<PAGE>

"The amount required for the next year including outstanding accounts payable to
third parties has been determined at $68,689 as noted above.   In allocating the
Use of Proceeds on page 12 this amount has been reduced by the Offering Expenses
of  $26,100  and  exploration  expenses  of  $3,411 to a net of $39,178 to avoid
double  accounting  of  expenses."

The  previous  figures  on  pages  2  and  41  have  been  revised  accordingly.

COMMENT  4
----------

In  response  to  this  comment,  Risk  Factor  #3 has been included as follows:

"MANAGEMENT  HAS NOT COMMITTED TO ADVANCING FURTHER FUNDS AND ARE NOT WILLING TO
SIGN  PERSONAL  GUARANTEES  ALLOWING  THE  COMPANY  TO  BORROW  FROM  LENDING
INSTITUTIONS

If  no money is received under this offering, the Company will have to rely upon
further  advances  from  its  management.   Management  has  not  committed  to
advancing  further  money  to  the  Company  and is not willing to sign personal
guarantees  allowing  the Company to borrow from a lending institution.  Without
further  advances  and  if  no money is received from this offering, the Company
will not have sufficient money to proceed with its planned objectives - refer to
Risk  Factor #2.  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."

COMMENT  5
----------

In  response  to  this  comment  the  previous  Risk  Factor has been revised as
follows:

"AUDITORS  HAVE SUBSTANTIAL DOUBT AS TO WHETHER OR NOT THE COMPANY WILL CONTINUE
AS  A  GOING  CONCERN

The  Company's  auditors  have  stated  in  their  report to the directors dated
November  5,  2004 that the Company will need additional working capital for its
planned  activities and to service its debt which raises substantial doubt about

                                      -4-
<PAGE>

the  Company's  ability  to  continue  as  a  going  concern.   The  underlying
assumption,  in  any business entity, is that it exists as a viable concern able
to  meet  its  current  debt  obligations  and  to  continue  with  its  planned
operations.   Unless  the  Company is able to obtain additional working capital,
the  auditors  have  substantial doubt that it will continue as a going concern.
New  investors  should seriously consider the doubts the auditors have expressed
regarding  the  future  existence  of  the  Company."

Thank  you  for  the  time  you  have  taken  to  review  my  responses.

Yours  very  truly;
Tylerstone  Ventures  Corporation

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

Enclosures

                                      -5-
<PAGE>

</TEXT>
</DOCUMENT>