SEC Company Response from TYLERSTONE VENTURES CORP (CIK 0001157443) — Jul 21, 2005
TYLERSTONE VENTURES CORP (CIK 0001157443)
Date: July 21, 2005 · CIK: 0001157443 · Accession: 0001157443-05-000031
AI Filing Summary & Sentiment
File numbers found in text: 333-121660
Referenced dates: July 18, 2005, July 18, 2005
Letter
July 21, 2005 United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. Mail Stop 4561 ATTENTION: MR. NEIL MILLER ATTORNEY-ADVISOR ------------------
Re: Amendment No. 4 and 5 to Form SB-2 File No. 333-121660 Filed on June 30, 2005 and July 18, 2005 respectively
Dear Mr. Miller:
In response to your letter dated July 18, 2005, I am enclosing the following documents for your review and consideration.
Two copies of the "red-lined" Form SB-2A;
Two copies of the Form SB-2A without the red-lines;
Two copies of your letter dated July 18, 2005; and
One copy of this letter.
Risk Factors -------------
10. The Directors Have Other Business Interests page 5 --- ----------------------------------------------------------
1. The above noted risk factor has been amended in response to the comment as follows:
"The majority of directors and officers are all involved with other business interests and presently only spend 5 to 10 hours a month individually on the affairs of the Company. Laurence Stephenson is the president and director of ----------------------------------------------------- Armitage Mining Corp., Douglas Lake Minerals, Inc and Sutcliffe Resources Ltd.; -------------------------------------------------------------------------------- the first company has filed a Form SB-2 with the SEC, the second company is -------------------------------------------------------------------------------- quoted on the OTC Bulletin Board and the third company is quoted on the Toronto -------------------------------------------------------------------------------- Venture Exchange. Edward Skoda is a director and secretary treasurer of -------------------------------------------------------------------------------- Colossus Ventures, Inc., a company which has filed a Form SB-2 with the SEC, and -------------------------------------------------------------------------------- a director of Zeo Tech Enviro Corp. and Quinto Technologies Inc., both companies -------------------------------------------------------------------------------- quoted on the Toronto Venture Exchange. Their work commitments to each of -------------------------------------------------------------------------------- these other companies might have an impact on the amount of time they can devote -------------------------------------------------------------------------------- to the affairs of the Company. Presently, Louise Murphy spends approximately 5 ------------------------------------------- hours, Fred Hawkins spends approximately 2 hours, Edward Skoda spends approximately 10 hours and Laurence Stephenson spends approximately 10 hours. A new investor should consider whether or not they wish to be involved in a company whose directors and officers are not able to devote a significant amount of time to the affairs of the Company due to their other business interests". --------------------------------------
None of the above noted companies have joint mineral properties with our Company; Armitage Mining Corp.'s property is located in Sudbury, Ontario, Douglas Lake Minerals, Inc's. properties are located in Squamish, British Columbia and Tanzania, Africa, Sutcliffe Resources Ltd's property is located at Harrison Lake, British Columbia, Zeo Tech Enviro Corp's properties are located in Annox and Princeton, British Columbia and Quinto Technologies Inc.'s properties are all located Quebec.
2. I have reviewed the filings for Douglas Lake Minerals, Inc. regarding your comment of being not a timely filer. Douglas Lake Minerals, Inc. was late in filing its 10Q-SB for February 28, 2005 but did file a Notice of Late Filing and subsequently filed the 10Q-SB within the prescribed time. The Form 10-QSB for August 31, 2004 was filed within 44 days of the balance sheet date and the Form 10Q-SB for November 30, 2004 was filed within 22 days of the balance sheet date.
With regards to Tylerstone, even though management does not devote significant time to the affairs of the Company at the present time, it will be the responsible of Louise Murphy, being a professional accountant with the designation of a Certified Management Accountant, to ensure all filings are made on a timely basis. It is the opinion on management that timely reporting will not be a material risk to Tylerstone and therefore no consideration has been given to disclosure under Risk Factors.
Item 10. Directors, Executive Officers, Promoters and Control Persons, page 17 ------------------------ 3. I am Chairman of the Board of Directors. I have inserted under the schedule on page 18 opposite my name "Chairman of the Board of Directors". In addition, I have added a second sentence to (1) under the same schedule on page 19 which reads as follows:
"Mr. Stephenson serves as Chairman of the Board of Directors".
4. The following has been inserted under the business experience of the directors to identify all members of our management or Board of Directors who have been employed by a reporting company during the past five years.
Mr. Stephenson's biography:
"Presently, Mr. Stephenson is the president and a director of Armitage Mining Corp. (a company which has submitted in 2005 to the SEC a Form SB-2), Douglas Lake Minerals, Inc. (a reporting company trading on the OTC Bulletin Board) and Sutcliffe Resources Ltd. (a company quoted on the Toronto Venture Exchange)".
Mr. Skoda's biography:
" In the past, Mr. Skoda was a director, until 1999, of Mandalay Capital Corp. (now called Save the World Air, Inc.) which trades on the OTC Bulletin Board and was a director of The Bralorne Mining Company (a reporting company in the United States which does not trade on any public exchange) until he resigned in the spring of 2004. In addition, Mr. Skoda is a director and secretary treasurer of Colossus Ventures, Inc. which filed in November 2004 a Form SB-2 with the SEC."
Neither Mr. Hawkins nor Ms. Murphy has been an officer or director of a reporting company.
Financial Statements ---------------------
5. The financial statements were updated in amendment #5 and the accountants have updated their consent as shown on Exhibit 23.3.
Yours very truly; Tylerstone Ventures Corporation
Per: /s/ "Laurence Stephenson" ---- --------------------------- Laurence Stephenson Chief Executive Officer, President and Director
Enclosures
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
(Letterhead)
July 21, 2005
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
20549
Mail Stop 4561
ATTENTION: MR. NEIL MILLER
ATTORNEY-ADVISOR
------------------
Dear Mr. Miller:
Re: Amendment No. 4 and 5 to Form SB-2
File No. 333-121660
Filed on June 30, 2005 and July 18, 2005 respectively
In response to your letter dated July 18, 2005, I am enclosing the following
documents for your review and consideration.
Two copies of the "red-lined" Form SB-2A;
Two copies of the Form SB-2A without the red-lines;
Two copies of your letter dated July 18, 2005; and
One copy of this letter.
Risk Factors
-------------
10. The Directors Have Other Business Interests page 5
--- ----------------------------------------------------------
1. The above noted risk factor has been amended in response to the comment
as follows:
"The majority of directors and officers are all involved with other business
interests and presently only spend 5 to 10 hours a month individually on the
affairs of the Company. Laurence Stephenson is the president and director of
-----------------------------------------------------
Armitage Mining Corp., Douglas Lake Minerals, Inc and Sutcliffe Resources Ltd.;
--------------------------------------------------------------------------------
the first company has filed a Form SB-2 with the SEC, the second company is
--------------------------------------------------------------------------------
quoted on the OTC Bulletin Board and the third company is quoted on the Toronto
--------------------------------------------------------------------------------
Venture Exchange. Edward Skoda is a director and secretary treasurer of
--------------------------------------------------------------------------------
Colossus Ventures, Inc., a company which has filed a Form SB-2 with the SEC, and
--------------------------------------------------------------------------------
a director of Zeo Tech Enviro Corp. and Quinto Technologies Inc., both companies
--------------------------------------------------------------------------------
quoted on the Toronto Venture Exchange. Their work commitments to each of
--------------------------------------------------------------------------------
these other companies might have an impact on the amount of time they can devote
--------------------------------------------------------------------------------
to the affairs of the Company. Presently, Louise Murphy spends approximately 5
-------------------------------------------
hours, Fred Hawkins spends approximately 2 hours, Edward Skoda spends
approximately 10 hours and Laurence Stephenson spends approximately 10 hours. A
new investor should consider whether or not they wish to be involved in a
company whose directors and officers are not able to devote a significant amount
of time to the affairs of the Company due to their other business interests".
--------------------------------------
None of the above noted companies have joint mineral properties with our
Company; Armitage Mining Corp.'s property is located in Sudbury, Ontario,
Douglas Lake Minerals, Inc's. properties are located in Squamish, British
Columbia and Tanzania, Africa, Sutcliffe Resources Ltd's property is located at
Harrison Lake, British Columbia, Zeo Tech Enviro Corp's properties are located
in Annox and Princeton, British Columbia and Quinto Technologies Inc.'s
properties are all located Quebec.
2. I have reviewed the filings for Douglas Lake Minerals, Inc. regarding
your comment of being not a timely filer. Douglas Lake Minerals, Inc. was late
in filing its 10Q-SB for February 28, 2005 but did file a Notice of Late Filing
and subsequently filed the 10Q-SB within the prescribed time. The Form 10-QSB
for August 31, 2004 was filed within 44 days of the balance sheet date and the
Form 10Q-SB for November 30, 2004 was filed within 22 days of the balance sheet
date.
With regards to Tylerstone, even though management does not devote
significant time to the affairs of the Company at the present time, it will be
the responsible of Louise Murphy, being a professional accountant with the
designation of a Certified Management Accountant, to ensure all filings are made
on a timely basis. It is the opinion on management that timely reporting will
not be a material risk to Tylerstone and therefore no consideration has been
given to disclosure under Risk Factors.
Item 10. Directors, Executive Officers, Promoters and Control
Persons, page 17
------------------------
3. I am Chairman of the Board of Directors. I have inserted under the
schedule on page 18 opposite my name "Chairman of the Board of Directors". In
addition, I have added a second sentence to (1) under the same schedule on page
19 which reads as follows:
"Mr. Stephenson serves as Chairman of the Board of Directors".
4. The following has been inserted under the business experience of the
directors to identify all members of our management or Board of Directors who
have been employed by a reporting company during the past five years.
Mr. Stephenson's biography:
"Presently, Mr. Stephenson is the president and a director of Armitage Mining
Corp. (a company which has submitted in 2005 to the SEC a Form SB-2), Douglas
Lake Minerals, Inc. (a reporting company trading on the OTC Bulletin Board) and
Sutcliffe Resources Ltd. (a company quoted on the Toronto Venture Exchange)".
Mr. Skoda's biography:
" In the past, Mr. Skoda was a director, until 1999, of Mandalay Capital
Corp. (now called Save the World Air, Inc.) which trades on the OTC Bulletin
Board and was a director of The Bralorne Mining Company (a reporting company in
the United States which does not trade on any public exchange) until he resigned
in the spring of 2004. In addition, Mr. Skoda is a director and secretary
treasurer of Colossus Ventures, Inc. which filed in November 2004 a Form SB-2
with the SEC."
Neither Mr. Hawkins nor Ms. Murphy has been an officer or director of a
reporting company.
Financial Statements
---------------------
5. The financial statements were updated in amendment #5 and the accountants
have updated their consent as shown on Exhibit 23.3.
Yours very truly;
Tylerstone Ventures Corporation
Per: /s/ "Laurence Stephenson"
---- ---------------------------
Laurence Stephenson
Chief Executive Officer, President and
Director
Enclosures
</TEXT>
</DOCUMENT>