SecProbe.io

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Mail Stop 0405
June 2, 2005

via U.S. mail
						 May 30, 20
Mr. Edward Farrauto
Chief Financial Officer
TLC Ventures Corp.
Suite 285, 200 Granville Street
Vancouver, British Columbia, Canada, V6C 1S4

RE:		TLC Ventures Corp.
		Registration Statement on Form 20-F
		Filed on May 2, 2005

Dear Mr. Farrauto:

      We have reviewed the above 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
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General Comments
1. Where comments on one section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
2. Update your disclosure throughout your filing to the most
recent
practicable date with each amendment.  For example, update the
exchange rate information on page 8.  See Item 3.A.3 of Form 20-F.
3. Please note that our Office of International Corporation
Finance is
still conducting its review of your filing and may have additional
comments.

Glossary of Terms, page 6

4. A glossary does not substitute for presenting disclosure in
terms
that those unfamiliar with your business can readily understand.
Revise the disclosure in the document, particularly in the section
that contains the discussion of your properties, to provide clear
and
understandable disclosure.  The following are examples of overly
technical disclosure, which should be summarized so that the
average
investor may understand:

* "Rubicon`s principal target was an interpreted deep zone below
the
main footwall stringer zone in aphanitic felsic volcanics" on page
16;

* "The rocks therefore have ophiolitic affinities, subjected to
subsequent metamorphic events" on page 16; and

* "The deposit occurs along a north-south trending contact zone
between mafic volcaniclastics to the west and a thick cherty
rhyolite
dome sequence to the east."

Revise as necessary to define technical terms in context and to
explain any industry terms or concepts in necessary detail.  We
may
have additional comments once you provide revised disclosure.

Key Information, page 7

Risk Factors, page 9
5. Revise risk factor subheadings so that they clearly identify
the
risk to be discussed. Several of your risk factor captions are too
vague and generic to adequately describe the risk that follows.
For
example, simply stating that "The properties in which we have an
interest are in Canada" does not disclose the resulting risk of
harm
to investors.
6. Throughout this section, rather than stating that there is or
can
be no assurance of or no guarantee of a particular outcome, state
the
extent of each risk plainly and directly.

Information on Us, page 13

Our History and Development, page 13

Management Reorganization, page 13
7. Disclose the business purpose and background for the management
reorganization you refer to on page 13.  For example, why did the
former directors resign?

Acquisition of Point Leamington Property, page 13
8. Tell us whether you anticipate any obstacles to your payment
obligations or your compliance with any contract terms upon which
your
property interests are dependent.  For example, disclose whether
you
have satisfied the payments due to Rubicon on May 7, 2005 for your
option on the Point Leamington property.

Strategic/Consultant Agreements, page 14
9. Tell us how the fees paid to Endeavour, as your advisor, will
be
determined.

Private Placements, page 14
10. Provide us with more details regarding the private placements
to
which you refer.  Also, please disclose the federal securities law
exemption(s) upon which you relied.

Disposition of Property, page 14
11. Indicate the business purpose for selling your property
interests
in the Dawson and Mayo mining districts back to Thor Exploration
Ltd.
for $1.

Business Overview, page 15
12. We note you refer to an "airborne geophysical survey" that is
planned during 2005.  Please tell us the status of that survey.

Property, Plant and Equipment, page 15
13. Please provide an introductory paragraph to this section that
briefly and concisely summarizes the overall organization of this
section, setting forth the major mining properties, the nature of
your
interest in each property and the parcels that are considered part
of
such properties.

Operating and Financial Review and Prospects, page 22

Results of Operations, page 22
14. Your disclosure discusses several factors affecting your
results
of operations.  However, your description of those factors is too
general for investors to get a meaningful understanding of the
nature
of those factors.

Directors, Senior Management and Employees, page 31
15. We note that several of your officers and/or directors, such
as
Edward Farrauto, Douglas Forster, Dr. Richard Henley, and Blayne
Johnson, are concurrently officers of other companies.  For those
officers and/or directors employed by more than one company,
disclose
how much time each officer and/or director devotes to your
business.

Additional Information, page 38

Statement by Experts, page 48
16. We note your disclosure regarding HATCH Associates Ltd.
Please
provide the information required by Item 10(G) of Form 20-F.

Notes to Financial Statements

Note 11 - Differences Between United States and Canadian Generally
Accepted Accounting Principles ("GAAP")
17. Expand the footnote disclosure to include the difference on
the
statement of cash flows of the classification of mineral property
expenditures as an operating cash outflow for US GAAP purposes.

Engineering Comments

General

18. Insert a small-scale map showing the location and access to
the
property.  Note that SEC`s EDGAR program now accepts digital maps,
so
please include these maps in any future amendments that are
uploaded
to EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location
when the document is viewed on the Internet.  For more
information,
please consult the EDGAR manual, and if addition assistance is
required, please call Filer Support at 202-942-8900.  Otherwise,
provide the map to the staff for review.

19. Remove the technical report attached as an exhibit.  Industry
Guide 7 specifically prohibits technical studies being attached to
registration statements.

20. Add a risk factor that addresses that fact that the
probability of
an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability the properties do not contain any reserves, and any
funds
spent on exploration will probably be lost.

History, page 16

Exploration and Development, page 19

21. It is very important to clearly distinguish between
"Reserves,"
which have a clearly defined technical, legal, and economic
meaning,
and "Non-reserve" mineralization that may or may never be mined at
a
profit for various reasons.  In addition, within a "Non-Reserve"
section, disclose the measured and indicated resources separately
from
the inferred resources, using separate tables and narratives.
Resources should only be reported as "in place" tonnage and grade,
and
should not be disclosed as units of product, such as ounces of
gold or
pounds of copper.  The relative quality, reliability, and risk
associated with each group of estimates must be clearly
distinguished
and conveyed to the average non-technical reader.

Before the Measured and Indicated Resource table, insert the
following
including the indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Measured
and
Indicated Resources.
This section uses the terms "measured" and "indicated resources."
We
advise U.S. investors that while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them.  U.S. investors are cautioned
not
to assume that any part or all of mineral deposits in these
categories
will ever be converted into reserves.

Before the Inferred Resource table, insert the following including
the
indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources.
This section uses the term "inferred resources."  We advise U.S.
investors that while this term is recognized and required by
Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize it.  "Inferred resources" have a great amount of
uncertainty
as to their existence, and great uncertainty as to their economic
and
legal feasibility.  It cannot be assumed that all or any part of
an
Inferred Mineral Resource will ever be upgraded to a higher
category.
Under Canadian rules, estimates of Inferred Mineral Resources may
not
form the basis of feasibility or pre-feasibility studies, except
in
rare cases.
U.S. investors are cautioned not to assume that part or all of an
inferred resource exists, or is economically or legally minable.

22. Mineral resources must have "reasonable prospects for economic
extraction."  This means that any reportable "resource" estimates
must
have been delimited using an economically based cutoff grade to
segregate resources from just mineralization. Disclose the cutoff
grade used to delimit the tonnage estimates.  Also, disclose the
analysis and relevant factors that substantiate the cutoff grades
used
were based on reasonable economic assumptions. The relevant
factors
must realistically reflect the location, deposit scale,
continuity,
assumed mining method, metallurgical processes, operational and
capital costs, and reasonable metal prices based on the recent
historic three-year average.  Or if the resource estimates are not
based on economic cutoffs, remove the estimates.

Closing Comments

	We remind you that the Form 20-F registration statement
becomes
effective automatically under the Exchange Act 60 days from the
date
of filing, and the Exchange Act reporting requirements become
operative at that time.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that the filing includes all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      In responding to this comment letter, you must comply with
Rule
12b-15 and General Instruction D of Form 20-F, which includes
filing
copies of your amended registration statement, which you have
clearly
and accurately marked to reflect the changes that you have made.
You
should include with your filing a response letter that keys your
responses to our comments and indicates the location of changes
made
in response to our comments.  Also, you should note the location
of
any material changes that you made for reasons other than in
response
to our comments.  Supplementally, please provide four copies of
your
amended registration statement clearly and accurately marked to
reflect the changes that you have made to Jason Wynn.  In the
event
that you disagree with any of our comments, tell us why in your
response letter.  We may have additional comments based on your
responses.

      Direct questions relating to the engineering comments to
George
Schuler, Mining Engineer, at (202) 551-3718.  Direct questions
relating to the accounting comments to John Weitzel, Accountant,
at
(202) 551-3731 or, in his absence, to Barry Stem, Senior Assistant
Chief Accountant at (202) 551-3763.  Direct questions relating to
all
other disclosure issues to Jason Wynn, Attorney, at (202) 551-3756
or,
in his absence, to Carrie Darling, Attorney, at (202) 551-3724.
Direct any correspondence to us at the following ZIP Code: 20549-
0405.

      Sincerely,

									H. Roger Schwall
									Assistant Director

cc:	Via facsimile
      Mr. David Toyoda
      (604) 443-7000

      G. Schuler
	B. Stem
      J. Weitzel
      J. Wynn
      C. Darling
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Mr. Edward Farrauto
TLC Ventures Corp.
June 2, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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