SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE

								May 12, 2005

via facsimile and U.S. Mail

Mr. Bryan McKay
President and Chief Executive Officer
Stonechurch, Inc.
203 Bannerman Street North, Box 219
Porcupine, Ontario Canada P0N1C0

      Re:  	Stonechurch, Inc.
		Form SB-2/A
		Filed on April 8, 2005
		File No. 333-121571

Dear Mr. McKay:

      We have reviewed your filing and have the following
comments.
This letter confirms the comments that were issued orally on May
4,
2005.  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
supplemental 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.

Risk Factors, page 7

Because of the inherent dangers involved in mineral
exploration...,
page 8

1. We note your response to prior comment 6.  However, we are
unable
to locate this risk factor discussion in your amended registration
statement.  Please advise us as to whether this information has
been
subsequently removed or as to the location of the information in
the
risk factors section.  We may have further comment.

Because our directors have other business interests,..., page 10

2. We note your response to prior comment 7.  Further revise your
risk factor discussion to explain how your business would suffer
as a
result of the lack of time devoted to the company by Messrs. McKay
and Fruscalzo.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Direct any questions regarding the accounting comments to
John
Weitzel at (202) 942-1807 or, in his absence, Barry Stem, Senior
Assistant Chief Accountant, at (202) 942-1919.  Direct all other
disclosure issues to Melinda Kramer at (202) 942-1938 or, in her
absence, to Tangela Richter, Branch Chief, at (202) 942-1837.
Direct
any correspondence to us at the following ZIP Code:  20549-0405.

								Sincerely,

								H. Roger Schwall
      							Assistant Director
Cc:	Melinda Kramer
      John Weitzel
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Stonechurch, Inc.
May 12, 2005
page 1

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