SecProbe.io

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Mail Stop 4-6

February 23, 2005

Mr. Gordon C. McDougall
President
Revelstoke Industries, Inc.
c/o Dieterich & Associates
11300 West Olympic Boulevard, Suite 800
Los Angeles, California 90064

Re:	Revelstoke Industries, Inc.
	Registration Statement on Form SB-2 filed February 17, 2005
	File No. 333-122862

Dear Mr. McDougall:

	This is to advise you that a preliminary review of the above
registration statement indicates that it fails in various respects
to
comply with the requirements of the Securities Act, the rules and
regulations under that Act and the requirements of the form.  For
this reason, we will not perform a detailed examination of the
registration statement, and we will not issue any comments other
than
the comments specified below because to do so would delay the
review
of other disclosure documents that do not appear to contain
comparable deficiencies.

General
1. We note that your audited balance sheet and audited statements
of
income and cash flow are as of and from inception to May 31, 2004,
respectively.  These audited financial statements do not meet our
requirements.  Pursuant to Rules 3-01(a) and 3-02(a) of Regulation
S-
X, your registration statement must include audited financial
statements as of a date within 135 days of the date of filing the
registration statement.  Please refile your registration statement
with appropriate financial statements.  We advise having the
period
through November 30, 2004 audited.
2. We note that your current offering includes the sale of shares
by
you and selling stockholders.  The exact nature of your
transaction,
however, is unclear from your current disclosure.  You currently
state that you will sell shares of your common stock, but that
selling stockholders may sell first or concurrently.  Please
refile
to provide definitive terms upon which the offering will be made
and
explain how the offering will be divided between you and your
selling
stockholders.  Among other deficiencies, prospective purchasers in
your offering do not have information to determine whether their
investment will fund the company or whether the proceeds will go
to
selling stockholders.  Please note that Section 5 of the
Securities
Act requires that you register a specific transaction, not a range
of
alternative transactions from which you will select at a later
time.

	You are advised that we will not recommend acceleration of
the
effective date of the registration statement and that, should the
registration statement become effective in its present form, we
would
be required to consider what recommendation, if any, we should
make
to the Commission.

      We suggest that you consider submitting a substantive
amendment
to correct the deficiencies or a request for withdrawal of the
filing.  Please be advised that if you amend to respond
appropriately
to the foregoing comments, we expect to conduct a full review of
your
initial public offering document.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Christopher H. Dieterich, Esq.
	Dieterich & Associates
	11300 West Olympic Boulevard, Suite 800
	Los Angeles, California 90064
	Telephone: (310) 312-6888
	Facsimile:  (310) 312-6680

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