SEC Company Response from TYLERSTONE VENTURES CORP (CIK 0001157443) — Aug 25, 2005
TYLERSTONE VENTURES CORP (CIK 0001157443)
Date: Aug. 25, 2005 · CIK: 0001157443 · Accession: 0001157443-05-000039
AI Filing Summary & Sentiment
File numbers found in text: 333-121660
Referenced dates: August 17, 2005, August 17, 2005
Letter
August 25, 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. 5 and 6 to Form SB-2 File No. 333-121660 Filed on July 18, 2005 and July 28, 2005
Dear Mr. Miller:
In response to your letter dated August 17, 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 August 17, 2005; and
One copy of this letter.
As in past correspondence, page reference numbers are those of the red lined copy enclosed herein.
Risk Factor ------------
1. In response to this comment I have inserted a new risk factor on page 9 under Risk Factor #6 as follows:
-1- <PAGE>
"A MATERIAL RISK TO THE COMPANY MAY BE THE LACK OF TIMELY REPORTING WITH THE SEC.
Our President is also the president of Douglas Lake Minerals, Inc., a reporting company in the United States, which has not been a timely filer of financial information with the SEC. For example, Douglas Lake Minerals, Inc. filed its Form NT-10Q - Notice of Inability to Timely File - on April 15, 2005 for a Form 10-QSB for the quarter ended February 28, 2005 and then filed the Form 10-QSB on April 29, 2005 outside the time required for filing. Therefore, it was a late filer as defined under Rule 12b-25(b)(2)(ii) since the extension period is five and not fourteen days. With management not devoting significant time to the affairs of Tylerstone Ventures Corporation, there is the strong possibility the lack of timely reporting may be a material risk to the Company in that its shares may be halted on the OTC Bulletin Board, either for a period of time or permanently, if it is consistent in filing late. An investor should consider whether or not they wish to invest in the shares of a company where its present management has been a late filer with the SEC in another company".
Other items
As discussed with you on the telephone last week, I have bracketed the figure of $17,103 as shown on the Statement of Operations for the nine months ended May 31, 2004 on page 64.
Our auditors consent letter has been included under Exhibit 23.3.
Please let me know if you have any other comments.
Yours very truly; Tylerstone Ventures Corporation
Per: /s/ "Laurence Stephenson ---- -------------------------- Laurence Stephenson Chief Executive Officer, President and Director
Enclosures
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(Letterhead)
August 25, 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. 5 and 6 to Form SB-2
File No. 333-121660
Filed on July 18, 2005 and July 28, 2005
In response to your letter dated August 17, 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 August 17, 2005; and
One copy of this letter.
As in past correspondence, page reference numbers are those of the red lined
copy enclosed herein.
Risk Factor
------------
1. In response to this comment I have inserted a new risk factor on page 9
under Risk Factor #6 as follows:
-1-
<PAGE>
"A MATERIAL RISK TO THE COMPANY MAY BE THE LACK OF TIMELY REPORTING WITH THE
SEC.
Our President is also the president of Douglas Lake Minerals, Inc., a reporting
company in the United States, which has not been a timely filer of financial
information with the SEC. For example, Douglas Lake Minerals, Inc. filed its
Form NT-10Q - Notice of Inability to Timely File - on April 15, 2005 for a Form
10-QSB for the quarter ended February 28, 2005 and then filed the Form 10-QSB on
April 29, 2005 outside the time required for filing. Therefore, it was a late
filer as defined under Rule 12b-25(b)(2)(ii) since the extension period is five
and not fourteen days. With management not devoting significant time to the
affairs of Tylerstone Ventures Corporation, there is the strong possibility the
lack of timely reporting may be a material risk to the Company in that its
shares may be halted on the OTC Bulletin Board, either for a period of time or
permanently, if it is consistent in filing late. An investor should consider
whether or not they wish to invest in the shares of a company where its present
management has been a late filer with the SEC in another company".
Other items
As discussed with you on the telephone last week, I have bracketed the figure of
$17,103 as shown on the Statement of Operations for the nine months ended May
31, 2004 on page 64.
Our auditors consent letter has been included under Exhibit 23.3.
Please let me know if you have any other comments.
Yours very truly;
Tylerstone Ventures Corporation
Per: /s/ "Laurence Stephenson
---- --------------------------
Laurence Stephenson
Chief Executive Officer, President and
Director
Enclosures
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