3



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

                                   FORM 10-KSB

(x)     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
        1934
                         For  the  fiscal  year  ended          August  31, 2005
                                                                ----------------

(  )     TRANSACTION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE  ACT  OF  1934
                         For  the  transaction  period  from          to

                         Commission  File  number          333-121660
                                                           ----------

                   TYLERSTONE  VENTURES  CORPORATION
                   ---------------------------------
         (Exact  name  of  Company  as  specified  in  charter)

          Delaware                                        98-0375406
          --------                                        ----------
State  or  other  jurisdiction                   (I.R.S.  Employee  I.D.  No.)
of incorporation or organization

Suite  302  -  15015  Victoria  Avenue
White  Rock,  British  Columbia,  Canada                         V4B  1G2
----------------------------------------                         --------
(Address  of  principal  executive offices)                     (Zip Code)

Issuer's  telephone  number                   1-604-780-7659
                                            ---------------------

Securities  registered  pursuant  to  section  12  (b)  of  the  Act:

Title of each share                    Name of each exchange on which registered
      Common                                              None
------------------                              --------------------

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:

       None
----------------
(Title  of  Class)

Check  whether  the Issuer (1) filed all reports required to be filed by section
13  or  15  (d)  of the Exchange Act during the past 12 months (or for a shorter
period  that  Tylerstone  was  required  to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

          (1)   Yes  [X]     No  [  ]               (2)     Yes  [X]    No [   ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  Tylerstone's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [    ]

State  issuer's  revenues  for  its most recent fiscal year:     $           -0-
                                                                    ------------

State  the  aggregate  market value of the voting stock held by nonaffiliates of
Tylerstone.  The  aggregate  market  value shall be computed by reference to the
price  at  which the stock was sold, or the average bid and asked prices of such
stock,  as  of  a  specific  date  within  the  past  60  days.

As  at  August  31, 2005, the aggregate market value of the voting stock held by
nonaffiliates  is  undeterminable  and  is  considered  to  be  0.


                                      -1-
<PAGE>



     (ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As  of  August  31, 2005, Tylerstone has 2,120,000 shares of common stock issued
and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Exhibits  incorporated  by  reference  are  referred  under  Part  IV.






                                      -2-
<PAGE>






































                                TABLE OF CONTENTS



PART  1
-------
                                                                          Page
                                                                          ----

<TABLE>
<CAPTION>




ITEM 1.    DESCRIPTION OF BUSINESS                                          4
<S>                <C>                                             <C>
ITEM 2.. . DESCRIPTION OF PROPERTY                                         14

ITEM 3.. . LEGAL PROCEEDINGS                                               23

ITEM 4     SUBMISSION OF MATTERS TO VOTE
... . . . . . . OF SECURITIES HOLDERS                                       23

PART II
--------

ITEM 5     MARKET FOR COMMON EQUITY AND
... . . . . . . RELATED STOCKHOLDER MATTERS                                 23

ITEM 6     MANAGEMENT'S DISCUSSION AND
... . . . . . . ANALYSIS OR PLAN OF OPERATION                               24

ITEM 7..   FINANCIAL STATEMENTS                                            26

ITEM 8     CHANGES IN AND DISAGREEMENTS
               WITH ACCOUNTANTS ON ACCOUNTING
... . . . . . . AND FINANCIAL DISCLOSURE                                    27

ITEM 8A. . CONTROLS AND PROCEDURES                                         27

PART III
---------

ITEM 9     DIRECTORS, EXECUTIVE OFFICERS,
              PROMOTERS, AND CONTROL PERSONS,
              COMPLIANCE WITH SECTION 16 (a) OF
... . . . . . . . . . . . . . .  THE EXCHANGE ACT                          27

ITEM 10. . EXECUTIVE COMPENSATION                                         31

ITEM 11    SECURITY OWNERSHIP OF CERTAIN
              BENEFICAL OWNERS AND MANAGEMENT
.. . . . . . . AND RELATED STOCKHOLDERS MATTERS                            33

ITEM 12. . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 34

PART IV
--------

ITEM 13. . EXHIBITS AND REPORTS ON FORM 8-K                               38

ITEM 14    PRINCIPAL ACCOUNTANTS FEES AND
.. . . . . . . .SERVICES                                                   39

           SIGNATURES . .. .                                              40
</TABLE>


                                      -3-
<PAGE>




                                     PART 1


                        ITEM 1.  DESCRIPTION OF BUSINESS


HISTORY  AND  ORGANIZATION

Tylerstone  Ventures  Corporation  (the "Company") was incorporated on September
24,  1998  and has no subsidiaries and no affiliated companies.  It has not been
in bankruptcy, receivership or similar proceedings since its inception.  Nor has
it  been  involved  in  any  material reclassification, merger, consolidation or
purchase  or  sale  of  any  significant  assets  not  in the ordinary course of
business.  The  Company's  executive  offices  are  located at Suite 302 - 15015
Victoria  Avenue,  White  Rock,  British  Columbia,  Canada,  V4B  1G2  (Tel:
604-780-7678).

The  Company is an pre-exploration stage company (being engaged in the search of
mineral  deposits  (reserves)  which  are  not  in  either  the  development  or
production  stage)  without  any  assurance  that  a commercially viable mineral
deposit,  a  reserve,  exists  on  its  mineral  claim.

The  Company  owns  a  100 percent interest in the mineral rights on its mineral
property  in  British  Columbia,  Canada  called  the  Tylerstone  claim  (the
"Tylerstone").   The  Company  has  already undertaken exploration activities on
the  Tylerstone as more fully described elsewhere in this Form 10K-SB.  There is
no  assurance the Company will find a commercially viable mineral reserve on the
Tylerstone  regardless  of  the  dollars  spent  on  exploration  work  on  it.
Therefore,  no  matter  how  much exploration work is undertaken, a commercially
viable mineral reserve might never be found.  The Tylerstone is in good standing
until  February  24,  2006  at  which  time  assessment  work or cash in lieu of
assessment  work will have to be filed with the Ministry of Energy and Mines for
the  Province  of  British  Columbia (the "Ministry") in the amount of $3,100 to
keep  it  in  good  standing  for  an  additional  twelve  months.

Management  anticipates  the Company's shares will be qualified on the system of
the  National  Association of Securities Dealers, Inc. ("NASD") known as the OTC
Bulletin  Board  (the  "OTCBB").  The  Company has recently had its registration
statement  previously  filed  with  the  SEC become effective.    At the present
time,  Tylerstone  has  made  no  application to the OTCBB and there is distinct
possibility  its  shares  will  never  be  quoted  on  the  OTCBB.

The  Company  owns  the exclusive rights to all minerals on the Tylerstone claim
except  for  coal  which  is  under a separate license.  It has not obtained the
rights  to  placer  minerals  on  its  claim.  There  are  virtually  limited
possibilities  that there is any coal on the Tylerstone claim but there could be
placer  minerals which, if found, will be applied for.  The actual land is owned
by  the  Crown  (the  Province  of  British  Columbia).

The Company has no revenue to date from the exploration of the Tylerstone claim,
and  its  ability  to  affect  its  plans  for  the  future  will  depend on the
availability  of  financing.   Such  financing  will  be required to explore the
Tylerstone  claim  to  a  stage where a decision can be made by management as to
whether  an  ore reserve exists and can be successfully brought into production.
The  Company  anticipates  obtaining such funds from its directors and officers,
financial institutions or by way of the sale of its capital stock in the future,
but  there  can  be  no  assurance  the  Company will be successful in obtaining
additional capital for exploration activities from the sale of its capital stock
or  in  otherwise  raising  substantial  capital.

Now  that  the Company is considered to be a reporting company it is responsible
for  filing  various  forms  with  the  United  States  Securities  and Exchange
Commission (the "SEC") such as Form 10-KSB and Form 10-QSB.   If it is deficient


                                      -4-
<PAGE>



in  its  filing  of  these forms it could be halted or de-listed, if and when it
obtains  a  quotation  on  the  OTCBB.

The  shareholders  may  read and copy any material filed by the Company with the
SEC  at  the  SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
DC,  20549.   The  shareholders  may obtain information on the operations of the
Public  Reference Room by calling the SEC at 1-800-SEC-0330.   The SEC maintains
an  Internet  site  that contains reports, proxy and information statements, and
other  information  which  the  Company has filed electronically with the SEC by
assessing  the  website  using  the  following  address:  http://www.sec.gov.
                                                          ------------------
Presently  the  Company  has  no  website  at  this  time.

PLANNED  BUSINESS

The  following  discussion  should  be  read in conjunction with the information
contained  in  the financial statements of the Company and the notes, which form
an  integral  part  of  the  financial  statements,  which  are attached hereto.

The  financial  statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated  in  United  States  dollars.

The  Company  presently  has minimal day-to-day operations; consisting mainly of
maintaining  the  Tylerstone  claim  in  good standing and preparing the reports
filed  with  the  SEC  as  required.

The  Company's  independent  accountants  have  indicated in their opinion dated
September 29, 2005 that the Company will need additional working capital for its
planned  activity  and to service its debt, which raises substantial doubt about
its  ability  to  continue  as  a  going concern.  If the Company does not raise
sufficient funds from this Offering to meet its debt obligations and to maintain
the  Tylerstone  in good standing, there is the distinct possibility the Company
will  not be able to operate as a going concern and any investor subscribing for
shares  under  this  Offering  will  lose  their  entire  investment.

The  Company's  ability  to  raise  funds in the future might be limited as more
fully  described  under  "Risk  Factors"  below.

RISK  FACTORS

1.   LOSS OF TOTAL INVESTMENT BY NEW INVESTORS IF THE COMPANY IS UNABLE TO RAISE
     SUFFICIENT  FUNDS  TO  CARRY  ON  OPERATIONS

To  continue  as a going concern, the Company is in urgent need of money.   Over
the  next twelve months the Company will require approximately $99,314, as shown
on  page  25,  to maintain operations but undertaking no exploration programs on
the  Tylerstone  except  to  maintain  it  in  good  standing  for another year.
Investors  should  be  warned  there will be no money available from the sale of
gold,  silver,  lead  or  zinc  from the Tylerstone in the foreseeable future or
maybe  never  since there is no ore reserve existing on the Tylerstone and there
is  the  distinct  possibility  there  will  never  be  an ore reserve.  Without
adequate  funds  being  received  under  this  offering,  there  is  a  distinct
possibility  that  any  investors  subscribing  for  shares  under the Company's
prospectus  might  lose  their  entire  investment.

2.   BECAUSE  THE COMPANY HAS NO REVENUE, THE COMPANY WILL NEED ADDITIONAL FUNDS
     TO  CONTINUE  OPERATIONS

Because the Company has no revenue, the minimum period of operations the Company
could  fund,  relying on advances from its management, would be six months if no
funds were received under its prospectus.   In the event management is unwilling


                                      -5-
<PAGE>



to  fund  operations,  the Company could not operate at all.   Since the Company
has  no  minimum  offering  under its prospectus, any money raised might have an
insignificant  effect on financing operations.  Therefore, the Company will have
to  seek financing from other sources, which, at this time cannot be determined.
Therefore,  there  is  a  risk  investors  may  lose  their  entire  investment.

3.   MANAGEMENT HAS NOT COMMITTED TO ADVANCING FURTHER FUNDS AND ARE NOT WILLING
     TO  SIGN  PERSONAL  GUARANTEES  ALLOWING THE COMPANY TO BORROW FROM LENDING
     INSTITUTIONS

If  no money is received under this offering, the Company will have to rely upon
further  advances  from  its  management.   Management  has  not  committed  to
advancing  further  money  to  the  Company  and is not willing to sign personal
guarantees  allowing  the Company to borrow from a lending institution.  Without
further  advances  and  if no money is received from our prospectus, the Company
will  not  have  sufficient  money  to  proceed  with  its  planned  objectives.
Investors  should  be  aware,  prior to making an investment under the Company's
prospectus,  there  is  the  distinct  possibility  they  will lose their entire
investment  due  to  the  Company having a lack of money to continue as a viable
entity.

4.   SINCE  INCEPTION  THE  COMPANY  HAS HAD LIMITED OPERATIONS AND HAS INCURRED
     ACCUMULATED  LOSSES  OF  $163,525.

Since  its  inception  on  September  24,  1998,  the  Company  has  had limited
operations  other  than  undertaking  annual  assessment  work on the Tylerstone
claim.   As  at  August 31, 2005, the Company has incurred accumulated losses of
$163,525  without realizing any revenue from any source.  Without increasing its
operations,  the  Company  will  be considered by the investment community to be
basically  an  inactive  company  without any future potential.   This being the
case, the Company will find it extremely difficult to raise money from investors
thereby  resulting  in the directors and officers continually supplying money to
the  Company or, if they choice not to do so, allowing the Company to eventually
lose  the  rights  to  the  Tylerstone  and  cease  operations  all  together.

5.   AUDITORS  HAVE  SUBSTANTIAL  DOUBT  AS  TO  WHETHER OR NOT THE COMPANY WILL
     CONTINUE  AS  A  GOING  CONCERN

The  Company's  auditors  have  stated  in  their  report to the Directors dated
September 29, 2005 that the Company will need additional working capital for its
planned  activities and to service its debt which raises substantial doubt about
the  Company's  ability  to  continue  as  a  going  concern.   The  underlying
assumption,  in  any business entity, is that it exists as a viable concern able
to  meet  its  current  debt  obligations  and  to  continue  with  its  planned
operations.   Unless  the  Company is able to obtain additional working capital,
the  auditors  have  substantial doubt that it will continue as a going concern.
New  investors  should seriously consider the doubts the auditors have expressed
regarding  the  future  existence  of  the  Company.

6.   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  our  Company,  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


                                      -6-
<PAGE>



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.

7.   PENNY  STOCK  RULES  MAY  MAKE  BUYING  OR  SELLING OF THE COMPANY'S SHARES
     DIFFICULT

Broker-dealer  practices  in  connection  with  transactions  in penny stock are
regulated  by  certain  penny stock rules adopted by the Securities and Exchange
Commission  (the  "SEC").  Penny  stocks  generally are equity securities with a
price  of  less than $5.00 (other than securities registered on certain national
securities  exchanges  and  quoted on the NASDAQ system).  The penny stock rules
require  a  broker-dealer, prior to a transaction in a penny stock not otherwise
exempt  from  the rules, to deliver a standardized risk disclosure document that
provides information about the penny stocks and the nature and level of risks in
the  penny  stock market.  The broker-dealer also must provide the customer with
current  bid  and  offer quotations for the penny stock, the compensation of the
broker-dealer  and  its  salesperson  in  the  transaction,  and monthly account
statements  showing  the market value of each penny stock held in the customer's
account.  In  addition,  the  broker-dealer  must  make  a  special  written
determination  that  the  penny stock is a suitable investment for the purchaser
and  receive  the  purchaser's  written  agreement  to  the  transaction.  These
requirements  may  have the effect of reducing the level of trading activity, if
any,  in  the  secondary market for a security that becomes subject to the penny
stock  rules.  Since  the  shares  are  being  offered  at  $0.10 per share, the
Company's  common shares will be subject to the penny stock rules, and investors
may  find  it  more  difficult  to  sell  their  shares.

8.   THE  COMPANY  HAS  NO  HISTORY  MANAGING AN EXPLORATION PROPERTY UPON WHICH
     INVESTORS  MAY  EVALUATE  THE  COMPANY'S  PERFORMANCE

The  Company  is relatively new and in the pre-exploration stage and, other than
establishing some sampling grids on the Tylerstone claim, has not undertaken any
significant  exploration.  There exists no basis to evaluate how the Company can
manage an exploration property and determine, with reasonable assurance, it will
be  successful at exploring an exploration property to determine if there exists
any  minerals  on  it.  An investor may wish to invest in another company with a
history of managing exploration properties from which a meaningful evaluation of
past  performance  can  be  assessed.

9.   THE  COMPANY  HAS  ONLY ONE MINERAL CLAIM WHICH MIGHT IMPAIR ITS ABILITY TO
     ATTRACT  CAPITAL  TO  ACQUIRE  FURTHER  MINERAL  PROPERTIES

The  Company  currently holds the mineral rights to only one mineral claim:  the
Tylerstone.  The  Company,  in  the  future,  may  be unable to raise sufficient
capital  to acquire other mineral properties in the event that the Tylerstone is
without  merit  which  would  result in the Company having no future exploration
prospects.  This  should be a consideration to any new investor since he/she may
not  wish  to invest in a one mineral claim company which does not have adequate
working  capital  for  the  acquisition  of  other  properties.

10.  MESSRS.  STEPHENSON  AND  SKODA  ARE  THE  ONLY  DIRECTORS WHO HAVE HAD ANY
     EXPLORATION  EXPERIENCE SINCE MS. MURPHY HAS HAD NO INVOLVEMENT IN THE PAST
     WITH  AN  EXPLORATION  COMPANY.

Laurence  Stephenson,  President, and Edward Skoda, Director, have experience in
the  exploration  industry but Louise Murphy has been involved in an exploration
company.   Louise Murphy's background is in the accounting and administration of


                                      -7-
<PAGE>



professional  firms.   In the event, Messrs. Stephenson and Skoda were unable to
assist  the  Company  in  its  exploration  activities  due to terminating their
involvement  with  the Company, Louis Murphy would have the experience necessary
to  manage  an  exploration  program  on  the  Tylerstone  claim.   Therefore,
consultants  would  have  to be hired to assist in the exploration activities on
the Tylerstone and to make the decisions as to further exploration work thereon.
The  Board  of  Directors would not have an individual whom had knowledge of the
exploration  industry and could advise it as to the future approach to be taken.
Bearing  this  in mind, a new investor may not wish to invest in a company where
the Board of Directors comprised members who are unfamiliar with the exploration
industry.

11.  THE DIRECTORS HAVE OTHER BUSINESS INTERESTS WHICH MIGHT RESULT IN THEIR NOT
     DEVOTING  A  SIGNIFICANT  AMOUNT  OF  TIME  TO  THE  AFFAIRS OF THE COMPANY

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, 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.

12.  IF THE COMPANY FAILS TO MAINTAIN MARKET MAKERS IT WILL AFFECT THE LIQUIDITY
     OF  THE  SHARES  PURCHASED  BY  NEW  INVESTORS

If  the  Company  is  unable  to  maintain  at least one National Association of
Securities  Dealers, Inc. member broker/dealer as market maker, the liquidity of
the  common shares could be impaired, not only in the number of shares of common
stock  which  could  be bought and sold, but also through possible delays in the
timing  of  transactions,  and  lower  prices  for  the  common stock than might
otherwise  prevail.  Furthermore,  the  lack  of  market  makers could result in
persons  being unable to buy or sell shares of the Company's common stock on any
secondary  market.  A  new  investor  should  consider  whether or not he or she
wishes  to invest in a company which may never have a proven track record in the
public  market  and  may  not  have  the  services  of  any  market  maker.

13.  HAVING TO RAISE MONEY FROM THE SALE OF SHARES WILL AUTOMATICALLY DILUTE THE
     OWNERSHIP  INTEREST  OF  EACH  SHAREHOLDER  IN  THE  COMPANY

The  Company  believes the only realistic source of funds presently available to
it  is  through  the sale of its common stock.  Any sale of shares of its common
stock will result in automatic dilution of ownership to the shareholders.  A new
investor should be aware that his/her ownership interest in the Company might at
any  time  be  subject to dilution without the new investor having a decision in
the  matter.


                                      -8-
<PAGE>



14.  THE  ISSUANCE  OF  SHARES  UNDER OUR PROSPECTUS MIGHT RESULT IN A CHANGE OF
     CONTROL

Presently,  the Directors and Officers control 57% of the issued and outstanding
shares.  If  only  500,000  shares  are  purchased  by  new  investors under our
prospectus,  the  percentage  ownership  by  the Directors and Officers would be
reduced  to 46% thereby resulting in the possibility of a change in control.  If
3,000,000  are subscribed for, the ownership percentage of the current Directors
and  Officers  would  be  reduced  to  23%  which would enable one or a group of
shareholders,  acting  together,  to  accumulate sufficient shares to change the
Board  of  Directors  and  therefore  control.  New investors might want to give
consideration  to  the  possibility of a change in control which might result in
individuals  being  elected  to the Board of Directors whom these new investors,
under  normal  circumstances,  would not have entrusted with their money and the
operations  of  the  Company.

15.  THERE IS NO MINIMUM NUMBER OF SHARES THAT MUST BE SOLD UNDER OUR PROSPECTUS
     AND  ANY  FUNDS  RECEIVED  CAN  BE  IMMEDIATELY  USED  BY  THE  COMPANY

There  is  no minimum number of shares to be subscribed for under our prospectus
before  the  Company  is  able  to use the proceeds from the sale of its shares.
Even  if  one  investor  purchased  a  limited number of shares, the Company can
immediately  use  these funds.  If the Company receives only a limited number of
subscriptions,  there  might  not  be  enough  money  available to undertake the
exploration  program  warranted on the Tylerstone.  This being the case, the new
investor  would  have  made  an  investment which has not advanced the Company's
future  prospects.  Before  investing,  new  investors might be wise to consider
subscribing  to  shares  of  other  exploration companies in which the investing
public  are  anxious to participate, resulting in adequate funds being raised to
complete  the  companies'  plans  of  operation.

16.  THE COMPANY'S ABILITY TO OPERATE WILL DEPEND ON ITS ABILITY TO FACE ALL THE
     CHALLENGES  OF  A  NEW  BUSINESS

The Company expects to face many new challenges in the start-up of its business.
First, the Company will be required to raise capital to complete its exploration
programs  on  the  Tylerstone claim and to provide sufficient working capital to
enable  it  to  continue as a going concern.   Second, it will have to undertake
exploration  programs  to determine whether the Tylerstone actually has a viable
ore  reserve  thereon  and  if  not to evaluate the possibilities of identifying
other  mineral claims of merit.   Third, it will have to attract individuals who
have  knowledge  in  exploration  and  in assisting the directors to develop the
Company in the direction envisioned by the directors; that of becoming a mineral
exploration  company.  Fourth,  the  Company will have to meet all the standards
and requirements of a company seeking a quotation on NASD.   Firth, it will have
to  meet  all  the  requirements  of  communicating  on a regular basis with its
shareholders  and  in  maintaining  it  status  as  a  public  quoted  company.

If  the  Company  does not address all or any of the above challenges associated
with  the  starting  up  of  a  new  business  enterprise, there is the distinct
possibility  it  will not succeed and will eventually cease operations resulting
in  the  total loss of their investments by all its present shareholders and any
new  investors.

17.  IF  A MARKET FOR THE COMPANY'S COMMON STOCK DOES NOT DEVELOP, INVESTORS MAY
     BE  UNABLE  TO  SELL  THEIR  SHARES

There  is currently no market for the Company's common stock and there may never
be a public market. If no market ever develops for the Company's shares, it will
be  difficult  for  new  investors to sell their shares.  Even if the Company is
able  to  have  its shares listed on a stock exchange, the share price may never
trade  above  $0.10  per share thereby resulting in a loss to new investors.  In


                                      -9-
<PAGE>



addition,  there  may  be  no  share  volume  to  allow  the  Company's  present
shareholders  and  any  new  investors to sell their shares at any market price.
Without  a  public market or a public market that does not allow shareholder and
new investors to realize their investment or to sell their shares, new investors
should  consider whether or not they wish to invest in shares which they may not
be  able  sell  on  a  public  market.

18.  MANAGEMENT  IS  UNDER  NO CONTRACTUAL OBLIGATION TO REMAIN WITH THE COMPANY
     AND  THEIR  DEPARTURE  COULD  CAUSE  THE  COMPANY'S  BUSINESS  TO  FAIL

None  of  the directors or officers has signed a written employment agreement to
ensure  that  they  will  remain  with  the  Company.  In  the  event any of the
directors  or  officers  decide  to  resign from the Company, the Company may be
unable  to attract other qualified officers and directors since it does not have
the  funds  to  do  so.  New  investors  should consider whether they wish to be
associated  with  a  company  which  might  not  have,  in the future, qualified
directors  and  officers  to  manage  the  affairs  of  this  Company.

19.  IF  THE  COMPANY  DOES  NOT  MAINTAIN THE TYLERSTONE IN GOOD STANDING ON OR
     BEFORE  FEBRUARY  24, 2006, IT WILL LOSE ITS INTEREST TO THE MINERAL RIGHTS
     THEREON.

If  the  Company  is  unable  to  maintain the Tylerstone in good standing on or
before  February  24,  2006  by  not completing either assessment work or paying
$3,100 in cash to the Ministry, it will lose its interest in the minerals rights
on  the  Tylerstone.   If  this  occurs,  the  Company  will  no longer have any
interest in any mineral properties and, therefore, will have no assets to assist
in  its  future  development.   This  situation  might  result in the Company no
longer  being  a  going concern and money invested by shareholders would be lost
without  any  opportunity  of  recovery.

20.  THE  PRESENT  SHAREHOLDERS  HAVE  PURCHASED  THEIR  SHARES  AT  PRICES
     SUBSTANTIALLY  BELOW  THE  PRICE  OFFERED  IN  OUR  PROSPECTUS

All  of  the present shareholders acquired their shares at a substantially lower
price  than  the price investors will acquire their shares under our prospectus.
For  example,  1,850,000  shares  were  previously sold at a price of $0.001 per
share  and  270,000  shares  were previously sold at a price of $0.01 per share.
Any  of  these present shareholders could sell their shares at lower prices than
the shares being offered herein and realize a profit before any new investor had
a  chance  of  recovering  their  original  cost.  New  investors  might want to
consider  whether  they  wish  to  invest  in  another company where the present
shareholders  have purchased their shares at substantially lower prices than the
price  under  this  offering.

21.  THERE  MAY  BE WIDE FLUCTUATIONS IN THE SHARE PRICE OF THE COMPANY'S SHARES
     WHICH  MANAGEMENT  HAS  NO  CONTROL  OVER

If  a  market for the Company's common stock develops, the Company's stock price
may  be  volatile  with  wide  fluctuations  in  response  to  several  factors,
including:

(a)     Actual or anticipated variations in the Company's results of operations;
(b)     The  Company's  ability  or  inability  to  generate  new  revenues;
(c)     Increased  competition;  and
(d)     Conditions  and  trends  in  the  mineral  exploration  industry.

Further,  if the Company's common stock is traded on the OTC Bulletin Board, its
stock price may be impacted by factors that are unrelated or disproportionate to


                                      -10-
<PAGE>



the  Company's  operating  performance.  These  market  fluctuations, as well as
general  economic, political and market conditions, such as recessions, interest
rates  or  international  currency  fluctuations may adversely affect the market
price  of the Company's common stock.  An investor might not wish to invest in a
company  whose  share  price  is subject to wide fluctuations due to matters not
under  the  control  of  the  Company.

22.  THE COMPANY DOES NOT ANTICIPATE PAYING ANY DIVIDENDS TO ITS SHAREHOLDERS IN
     THE  FORESEEABLE  FUTURE

The  Company  will  not  pay  any  dividends  in the foreseeable future since it
anticipates  not  making  any revenue from the Tylerstone for many years to come
and,  when and if it does, which is extremely unlikely, it will retain the funds
to  explore other mineral properties or expand its activities on the Tylerstone.
A  new  investor  who  is  interested  in  income from his/her investment should
consider  another  form  of  investment  since  the  Company  will never, in the
immediate  future,  pay  any  dividends  to  its  shareholders.

23.  SPENDING MONEY ON EXPLORATION ACTIVITIES MIGHT NOT RESULT IN A COMMERCIALLY
     VIABLE  ORE  RESERVE  EVER  BEING  IDENTIFIED

There  is  no certainty any money spent on exploration of Tylerstone will result
in  the  identification  of  commercial  quantities of ore.  Even if millions of
dollars  were  spent over a period of years, an ore reserve might never be found
and  even  if  one  were  found it might not be profitable to extract such ores.
Very few mineral claims ever become properties with commercially viable reserves
thereon.  An  investor  should  not invest in this Company if they are expecting
that  money spent on the Tylerstone will result in an ore reserve of merit being
discovered since the chances of any reserve being on the Tylerstone is extremely
remote.

24.  TITLE  TO  THE  TYLERSTONE IS UNSURE SINCE NO SURVEY HAS BEEN UNDERTAKEN TO
     DETERMINE  THE  BOUNDARIES  OF  THE  CLAIM

While  the  Company  has  obtained  geological reports and confirmation from the
Ministry  with  respect  to the Tylerstone as to the mineral rights thereon, the
exact  boundaries  of  the  claim  itself have not been verified by survey.  The
Company  will  not verify the boundaries of the Tylerstone by survey in the near
future  and  might never undertake a survey.Therefore, the title and the precise
location  and  area  of  the  Tylerstone may be in doubt.  The Tylerstone may be
subject  to  prior unregistered agreements, transfers or native land claims, and
title  may  be  affected by undetected defects.  To resolve any dispute over the
boundaries of the Tylerstone might incur substantial legal costs for the Company
and result in the Company losing its rights to the mineral on the Tylerstone.  A
new investor might not wish to subscribe for shares under our prospectus knowing
that  the  exact  boundaries of the Tylerstone have not been surveyed to protect
the  Company's  interest.

25.  POSITIVE  RESULTS  DURING  EXPLORATION  DOES  NOT  GUARANTEE  COMMERCIAL
     PRODUCTION  DUE  TO  CERTAIN  ENVIRONMENTAL  REGULATIONS

If  the  results  of  the  Company's  geological  exploration  program indicates
commercially exploitable reserves, of which there is no assurance that this will
ever  be the case, and the Company determines to pursue commercial production of
the  Tylerstone,  the  Company may be subject to an environmental review process
under  environmental assessment legislation in the Province of British Columbia.
Compliance  with  an  environmental  review  process may be costly and may delay
commercial  production.  Furthermore,  there is the possibility that the Company
would  not  be able to proceed with commercial production upon completion of the
environmental  review  process  if  government  authorities  did not approve the
Company's  program  or  if  the  costs  of compliance with government regulation
adversely  affected  the  commercial viability of the proposed program.  At this


                                      -11-
<PAGE>



time  the  Company  does not have any idea what the cost will be to undertake an
environmental  review.  Without  knowing  the  cost  impact of the environmental
review  process,  an  investor  might  be  wise to consider not investing in our
common  shares.

26.  THE  COMPANY  WILL BE SUBJECT TO INTENSE COMPETITION FROM OTHER EXPLORATION
     COMPANIES

In  Canada  and  the  United  States,  there  are numerous exploration companies
varying  in  size  from  small  to  extremely  large.  All  of these exploration
companies  are  constantly  searching  for mineral properties of merit and funds
from  either  private or public sources to further their exploration activities.
The  competition is extremely heavy and being a small exploration company in its
initial stage of exploration will make it extremely difficult for the Company to
attract  funding  for  its  exploration  activities.   This is due to many other
companies competing for properties and capital either having a known name in the
industry  or a proven track record of successful exploration activities.  If the
Company is unable to attract capital for the Tylerstone, it might either have to
find  a  joint  venture  partner  to  participate in its exploration programs or
suffer  the  loss  of  the  Tylerstone  by not being able to maintain it in good
standing.  A  new  investor  might  not  wish  to subscribe for shares under our
prospectus if he/she feels the Company will not be able to compete in the future
for  money  to  explore  the  Tylerstone  or to retain its interest in the claim
itself.

27.  ACCESS  TO  THE  TYLERSTONE  IS  DIFFICULT  AND  EXPENSIVE

The  Tylerstone  has  no  suitable  road  for  easy  access  to  it.  Unless the
exploration  crew  is  prepared  to endure the hardships of crossing ravines and
scaling  steep  slopes,  the  only  way  to  access  the claim is by helicopter.
Helicopter  time  is  expensive  especially  since  the source of helicopters is
located  in  Pemberton,  28  miles  from the Tylerstone.  Before even flying the
exploration  crew  to  the  Tylerstone,  the  helicopter  would have to fly from
Pemberton  to Gold Bridge and subsequently return there.  All helicopter time in
the  air would be chargeable to the Company. Supplies would have to be delivered
to the Tylerstone by way of helicopter since any exploration crew would not want
to  have to manually carry in the supplies from Gold Bridge.  If the crew had to
carry  the  supplies  it  might  prove difficult to attract an exploration crew.
The difficulty of access to the Tylerstone claim and the cost of transporting an
exploration  crew to the claim should be a consideration of a new investor since
it  will  affect  the  eventual  profitability  of  the  Company.

28.  MINERALS  ON  THE  TYLERSTONE  MAY  NOT  BE  OF  COMMERCIAL  VALUE

The  Company  does  not know if the Tylerstone contains commercially exploitable
reserves of marketable minerals since the claim is in the pre-exploration stage.
It  is extremely rare for a mineral property to ever find reserves of commercial
value.  Even  though  previous  exploration  activities  have  occurred  on  the
Tylerstone  by  other  exploration companies, none of these companies have found
any  indications  that minerals on the Tylerstone are of commercial quantity and
grade.  Both  the  quantity  of tons of ore to be extracted and its grade, being
the  number  of  ounces  per  ton,  are  instrumental in determining whether the
minerals  are of commercial value.  If the number of tons is low, it will not be
profitable  for  the  Company  to  extract minerals from the Tylerstone.  If the
grade  is  low, smelter costs would not make it economically feasible to recover
the  minerals  therein.  Other exploration companies with known mineral reserves
having extractable quantities of ore with economic grades might be better suited
to  an  investor  than  subscribing  for  shares  under  this  offering.


                                      -12-
<PAGE>



29.  UNKNOWN HAZARDS WILL INCREASE THE RISK OF EXPLORATION FOR WHICH THE COMPANY
     DOES NOT HAVE THE FUNDS AVAILABLE TO PROTECT ITS EXPLORATION CREW OR INSURE
     AGAINST  INJURIES

An  exploration program on the Tylerstone will incur risk since the claim itself
is located in a mountainous area of British Columbia with deep ravines and steep
cliffs.  The  exploration  crew  will have to combat weather conditions which at
times  could  be  extremely  wet  or  subject  to  snow conditions.  The ground,
comprising  of sharp rock surfaces and fallen trees will be slippery which might
result  in injuries to the crew.  The Tylerstone has an old adit on it which, if
explored to determine why it was originally dug, might collapse causing injuries
to  the  crew.  Hazards,  such  as  mentioned above, might result in the Company
being unable to continue exploration due to personnel not wishing to explore the
Tylerstone unless safer conditions are present.  Presently, the Company does not
have  the funds available to ensure that its exploration crew will adequately be
protected  from  injuries  at  all times.  Any injuries might result in lawsuits
which the Company has not insured against.  Being a pre-exploration company with
limited  funds  available  to  protect  its  exploration crew and insure against
injury,  a  new investor might wish to consider investing in another exploration
company  with  adequate  funds to offer additional protection to its crew and to
insure  against  future  injuries.

30.  THE  LOCATION AND ACCESS OF SMELTING FACILITIES MIGHT RESTRICT THE REFINING
     OF  ANY  ORE  EXTRACTED  FROM  THE  TYLERSTONE

Even  if  the  Company  is successful in its search for commercially exploitable
reserves  of  marketable minerals on the Tylerstone, the Company may not be able
to extract the minerals from the Tylerstone due to smelting facilities not being
available  within  economic distance.  Even though there is a smelter located in
the town of Gold Bridge, within 10 miles of the Tylerstone, it is private and in
March  2004 commenced to process ore from its own claims.   Therefore, there may
be  no  opportunity  to  use these facilities if and when the Company is able to
extract minerals from the Tylerstone.  Other smelter facilities would have to be
used  and  this would result in significant costs of hauling ore great distances
which  might  prove  to be uneconomical for the Company.  The cost of haulage of
ore might result in the Company being unable to achieve its goals and eventually
ceasing  to exist as a viable operation, which might result in the total loss of
funds  invested  by  all  shareholders.

31.  ACCESS  TO  SUPPLIES  AND  EXPLORATION  CREW  PERSONNEL  MIGHT  PROVE TO BE
     DIFFICULT  AND  RESULT  IN  ADDITIONAL  COST  AND  EXPENDITURES

The  Tylerstone is located 10 miles east of the township of Gold Bridge, British
Columbia  and  therefore supplies and personnel are available there but with the
smelter  now operating near Gold Bridge and other mineral claims currently being
explored  in  the  surrounding areas by other exploration companies, it might be
difficult  to  obtain  supplies  and  crews  as required.  Such supplies as wood
products,  dynamite,  bulldozers  and  people  might  not be available as needed
resulting  in  delays  in  exploring  the Tylerstone.  Supplies might have to be
transported from Vancouver which will increase the exploration cost and time for
the  completion of the exploration program.  Even if crews are available in Gold
Bridge,  they  may  not have the training required to explore the Tylerstone and
the  Company  will  incur additional expenses training the crews which otherwise
might  not  have  been  the  case.  Not  having  the supplies and crew personnel
available  when  needed  or  having to pay increased costs for such supplies and
crew  personnel  might  result  in  exceeding  the exploration budget.  With the
possibilities  of increased costs due to lack of supplies and adequately trained
personnel,  new  investors  should consider the material effect such factors may
have  on  the  Company's  exploration  program.


                                      -13-
<PAGE>



32.  THE  COMPANY  DOES  NOT  CARRY  KEY  MAN  INSURANCE

The  Company  does not carry key-man insurance and in the event of a loss of any
of  the  directors  and  officers,  especially Messrs. Stephenson and Skoda, the
Company  will  not  have  the  funds  available to seek out and compensate other
individuals  of  similar qualifications.  Even if the Company does have funds in
the future, the board of directors may decide not to use the funds to attract an
individual  with  the  required  qualifications.  The inability to compensate or
retain  qualified  directors and officers will have a material adverse effect on
the  Company.



                         ITEM 2. DESCRIPTION OF PROPERTY


HISTORY  OF  THE  TYLERSTONE  CLAIM

The Company was incorporated in the State of Delaware on September 24, 1998.  On
February 24, 1999, the Company "staked" the Tylerstone near Gold Bridge, British
Columbia  and  has undertaken exploration programs on the Tylerstone to meet the
assessment  requirements  to maintain the Tylerstone in good standing during the
last five years, other than in 2004, due to snow conditions in the area and paid
the  Ministry $3,081, to maintain the Tylerstone in good standing until February
24,  2006.

The  Ministry has granted to the Company the exclusive rights to the minerals on
the  Tylerstone  from  the  date the Company first "staked" the Tylerstone.   In
order  to keep these rights, each year the Company is required to spend money on
the Tylerstone; either by way of assessment work (being the physical exploration
work  on  the  property)  or by paying cash in lieu.  If the latter happens, the
Company pays the money directly to the Ministry.  Each year the Company must pay
$155 per unit.   Since there are 20 units comprising the Tylerstone, the Company
will have to pay approximately $3,100 in either physical work or cash in lieu of
work  not  done to maintain the Tylerstone in good standing for a further twelve
month period.   In the event the Company does more assessment work than required
for  the year, the residual balance can be carried forward and applied to future
years.  If  the Company does not undertake the physical assessment work and does
not pay the Ministry the equivalent money in cash, all rights to the minerals on
the  Tylerstone  will cease effective on the anniversary date; being February 24
of  the  year  in  question.

The  Company  is in the pre-exploration stage and will be in the pre-exploration
stage  until  it commences significant exploration activities.  The Company will
continue  to  be in the exploration stage until it achieves significant revenues
from  operations.  In  an  exploration stage company, management devotes most of
its  activities  exploring its mineral properties.  There is no assurance that a
commercially  viable  mineral  deposit  exists  on  the  Tylerstone or any other
mineral  property  acquired  by  the Company in the future.  Further exploration
will  be  required  before  a  final  evaluation  as  to  the economic and legal
feasibility  is  determined for the Tylerstone.  The Company's ability to emerge
from  the  exploration  stage  with  respect  to  its planned principal business
activity  is  dependent upon its ability to attain profitable operations.  There
is no guarantee the Company will be able to identify, acquire or develop mineral
properties  that  will  produce profitability.  Moreover, if a potential mineral
property  is  identified which warrants acquisition or participation, additional
funds  may  be  required  to  complete the acquisition or participation, and the
Company may not be able to obtain such financing on terms which are satisfactory
to  it.  There  is substantial doubt regarding the Company's ability to continue
as a going concern.  The Company's plans for its continuation as a going concern
include  financing  its  operations  through  sales of its common stock.  If the
Company  is  not  successful  with its plans, investors could then lose all or a
substantial  portion  of  their  investment.


                                      -14-
<PAGE>



The  Company  has  the rights to certain minerals on the Tylerstone but does not
have  the  rights  to  any  placer  minerals  (being  mineral  contained  in the
overburden which is above the hard rock) or to coal.  The placer rights could be
staked  by  the  Company  but  management  feels  with limited overburden on the
majority  of  the Tylerstone there is no need to do so at the present time.  If,
during  the  exploration  program, placer minerals are found to be of value, the
Company  will  immediately stake the Tylerstone for placer.  Presently, no other
parties  have  the  rights to placer on the Tylerstone.  In the Gold River area,
there  are  no  coal  bearing  properties.  The  land itself is not owned by the
Company.  The  Company has  only the mineral rights thereon.   The land is owned
by  the  Crown;  being  the  Province  of  British  Columbia.

DISTRIBUTION  METHODS

The  Company has given no consideration to the method or methods of distribution
to  be  used  if  it is able to discover a viable ore reserve on the Tylerstone.
When  and if this occurs the Company will engage the services of consultants who
are  experts  in  the  distribution  of minerals to determine the most efficient
method  available  to  it.

COMPETITIVE  BUSINESS  CONDITIONS  AND  THE  COMPANY'S  POSITION  IN  THE MINING
INDUSTRY

Vast  areas  of Western Canada and the United States Pacific Northwest have been
explored.  Over  the  years,  extensive literature has been prepared on numerous
areas  of  mineralization thereby allowing a company to have an understanding of
an area prior to obtaining the mineral rights.  This allows a junior exploration
Company  to seek out and be competitive with other mining companies in obtaining
properties  subject  to  grass  roots  exploration.

Nevertheless,  the  Company  is  at  a  competitive  disadvantage  compared  to
established  mineral  exploration  companies  when  it  comes  to  being able to
complete  extensive  exploration  programs on the Tylerstone.  In the future, if
the  Company  is  unable  to  raise  further  funds  to carry on its exploration
program,  it  might  be forced to enter into a joint venture with another better
financed  company  which will result in the Company's interest in the Tylerstone
being  substantially  diluted.

SOURCES  AND  AVAILABILITY  OF  SUPPLIES  AND  RAW  MATERIALS

Supplies  required  during  the  pre-exploration  stage, being posts for marking
areas  on  the claim, link chain for measuring out the grid on the claim, ribbon
for  marking  the  intersections  and shovels and picks can all be obtained from
Gold  Bridge  which  is  within  10 miles of the Tylerstone.  At this stage, the
Company  does  not  require  a  source  of  raw  materials  since  it  is in the
pre-exploration  stage,  being  mainly in exploring and establishing geochemical
grids  on  the  Tylerstone,  whereas  once  a  trenching and drilling program is
decided  upon  the  Company  will  require  such  raw  materials  as  cement for
establishing  a  drill  site, wood for the platform supporting the drill and for
the  base  for  the  tent  camp.

DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS

The  Company does not have any customers and may never have any customers if the
Tylerstone  does  not  have  a  viable  ore  reserve  of commercial value on it.

AMOUNT  SPENT  ON  RESEARCH  AND  DEVELOPMENT

The  Company  has  not  spent  any  money  on research and development since its
inception.


                                      -15-
<PAGE>




REQUIREMENTS  OF  GOVERNMENTAL  APPROVALS  AND  MINING  REGULATIONS

During  the  Company  initial  exploration program under Phase I, it will not be
required  to  seek approvals from the Ministry.  Nevertheless, it will file with
the  Ministry  a "Statement of Work, Cash Payment, Rental" when it has completed
its  exploration.

This  will  be  similar during Phase II but during Phase III the Company will be
required  to  apply for a "Reclamation Permit" and "Safekeeping Agreement" which
guarantees  the Tylerstone will be left, after Phase III, is a condition similar
to  what  it  was  prior  to Phase III.   The Company will be required to file a
deposit  with  the  Ministry  ranging  from  $2,700 to $3,850 depending upon the
determination  of  the  Inspector of Mines for the Province of British Columbia.
In  the  event  the  Company does not leave the Tylerstone in a similar state as
prior  to the exploration, the Ministry will undertake the work on behalf of the
Company  at a cost of between $0.55 to $0.77 per cubic meter of earth, trees and
material  moved.

The  Company will have to adhere to certain section of the Mineral Act and other
Acts  as  follows:

     "Mineral Exploration Code - Part II Health, Safety and Reclamation Code for
Mines"  which  assists  in the protection of employees and other persons who are
exploring  the  Tylerstone;

     "Fire  Prevention  and Suppression Regulations of the Forest Practices Code
of  British  Columbia"  which  set  guidelines  for  camp  fires  and the use of
explosives  during  exploration;  and

     "License  to  Cut"  will  be  required  in  the event that trees need to be
removed  from  the  Tylerstone.

In addition to the above, the Company will require an employee on the Tylerstone
who  has  a  First  Aid  Certificate  and  carries a First Aid Kit at all times.

Laurence  Stephenson  has  extensive exploration experience and is familiar with
the  regulations  respecting  the  initial  acquisition and early exploration of
mining  claims  in  British  Columbia.

ENVIRONMENTAL  REQUIREMENT  IN  BRITISH  COLUMBIA

The  Company's  exploration  activities  on  the  Tylerstone  are  subject  to
environmental  regulations.  Environmental legislation in Canada is working in a
manner  which  may  require structure standards and enforcement, increased fines
and  penalties  for  non-compliance, more stringent environmental assessments of
proposed  projects  and  a heightened degree of responsibility for companies and
their  officers,  directors  and  employees.

1.     Environmental  Regulations  -  Federal
       --------------------------------------

Within  Canada  most  of  the  environmental  regulations in force are under the
Provincial rather than the Federal government.  As a result, federal legislation
and  regulations  do  not  materially  affect  the  Company's  operations.

2.     Provincial  Environmental  Regulations
       --------------------------------------

Environmental  requirements  in  the  Province of British Columbia are under the
direction  of  the  Provincial  Government  since  both  the  local  and Federal
governments do not take an active part in administering the requirements of Bill
57  -  Environmental  Management  Act (the "Environmental Act") which was passed


                                      -16-
<PAGE>



after the third reading on October 21, 2003 and received Royal Assent on October
23,  2003.

The  basic  principle under the above Environmental Act is that an individual or
company should bear the cost of returning the land to its original state if they
are  responsible  for  the disturbance.  This Environmental Act incorporates the
idea  that  whoever  benefits  financially  from  the  activities  on a piece of
property and contributes to its contamination should be liable for its clean-up.
If  an  individual  or  company  benefits  they should not be unfairly enriched.

The  Company will secure all necessary permits for exploration, if required, and
will  file final plans of operation prior to the commencement of any exploration
other  than  the  establishment  of  a  sampling grid.  At the present time, the
Company  anticipates no endangered species will be disturbed.  Re-contouring and
re-vegetation  of disturbed surface areas will be completed pursuant to the law.
There will be no discharge of water into active streams, creeks, rivers or lakes
and  any  other  body of water regulated by the environmental law or regulation.
Any  portals,  adits  or  shafts  will  be  sealed.

Although  compliance with such laws is not presently a significant factor in the
Company's  operations,  it  is  possible  that compliance with future changes in
environmental  regulations,  if  any,  will  adversely  affect  its  operations.

FACILITIES  DURING  PRE-EXPLORATION  AND  DRILLING  PROGRAM

During  the  pre-exploration  and  future drilling program, the Company will not
build  facilities  to  house  the  exploration  and drilling crew since both the
Company  and  the  drilling company will provide tent facilities while the crews
are  located on the Tylerstone.  Even though the town of Gold Bridge is within a
short  distance from the Tylerstone, the time to travel would have to be done by
helicopter and the Company does not wish to incur this expense on a daily basis.
Tent  and  camping  equipment  can  easily  be  either  rented or purchased from
Vancouver  and  transported  by  helicopter  to  the  site.

STAKING  OF  THE  TYLERSTONE

The  Tylerstone  claim was "staked" by Edward Skoda, Director of the Company, on
its  behalf  on  February 24, 1999.  "Staking" of a claim was the method used by
the  Ministry  in  verifying  title  to  the  minerals  on  Crown property.  The
individual  staking a claim, known as the "staker," inserts a post or stake into
the  ground  of  unstaked  property  and defines this post as the corner post or
"identification"  post.  A  serial  pre-numbered  tag,  purchased  from the Gold
Commissioner's  office  (a division of the Ministry), is affixed to the post and
the  date  and  time  of inserting the post into the ground is recorded on it as
well  as  the proposed name of the claim.  The staker is required to walk a line
in  one  direction  from  the stake and another line at 90-degree angle from the
original  walk  starting  at  the  corner  post.  The  lines  are  walked  for
approximately  1,500  feet.  Upon  completion  of  these  two  walks, the staker
records  the number of units being staked upon the metal tag on the corner post.
This  information is recorded on a 4-foot Post Mineral Claim form and filed with
the  Ministry  in  Vancouver,  British  Columbia.

As  at  January  15,  2005,  the Ministry no longer requires physical staking as
noted above but allows claims to be obtained over the Ministry's website thereby
eliminating  the  need  to  travel  to  the  claim  and insert post and walk the
required  distance.

HIRING  AN  EXPLORATION  CREW

Due to the hardship of the Tylerstone in accessing it by foot, the Company might
find  it difficult to hire an exploration crew when it is needed.   In the event
the  Company  does  not wish to incur the cost of using helicopters to transport
the  crew and supplies to the Tylerstone, only certain exploration workers would


                                      -17-
<PAGE>



be suitable to climb the wooded mountain side to the Tylerstone while packing in
supplies  and  tent  facilities.  These  individuals  would  have  to be in good
physical  shape  and  willing  to  endure hardships in traveling to and from the
Tylerstone.  This  fact  will  limit  the number of available men in the town of
Gold Bridge which would result in the Company having to seek exploration workers
in  other  areas  of  British  Columbia.  There  is the distinct possibility the
Company  would  have to pay above normal wages for these workers to be convinced
to explore the Tylerstone.  This being the case, it will have a financial impact
on  the Company since its costs associated with hiring these exploration workers
would  substantially  increase.

OTHER  MINERAL  PROPERTIES

The  Company  has  not  identified any other mineral properties for staking and,
therefore,  has only the mineral rights on the Tylerstone.  It has not dedicated
any  resources  to  identifying  other  mineral  properties.

EMPLOYEES

The  Company  does  not  currently  have  any  full  time  employees.

TITLE  TO  THE  TYLERSTONE

The  claim  is  recorded in the name of Edward Skoda, former Principal Executive
Officer  and  a  current  Director  of  the  Company.  This was done to save the
Company  from  having to obtain a Free Miners License from the Ministry.  A Free
Miners  License  has  to be held by either a company or an individual before any
work can be undertaken on a mineral claim.  To obtain a Free Miners License, the
Company  would  have  to  incorporate  extra-provincially  since  a  company
incorporated  outside  of  British  Columbia  cannot  hold the rights to mineral
claims  unless  it  is registered in the Province.   To protect the Company, Mr.
Skoda  signed  a  Bill  of  Sale  Absolute  which, when filed with the Ministry,
changes  ownership  in  the  mineral  rights  on  the Tylerstone to the Company.

The  Company  will  be  making  application  in  the  future  to  obtain  an
extra-provincial  registration and its own Free Miners License.  Even though the
Company  has a signed Bill of Sale Absolute in its possession, it is exposed and
might  lose  its  interest  in  the Tylerstone.  If Mr. Skoda transfers title to
another  person  and  that  deed is recorded prior to recording of the Company's
deed, that person would have superior title and the Company would have none.  If
that event occurs, however, Mr. Skoda will be liable to the Company for monetary
damages  for  breach  of  his  warranty  to  the  title.

PROPERTY  DESCRIPTION,  LOCATION  AND  ACCESS

The Tylerstone is located within the Lode Mineral Property near the town of Gold
Bridge.  The  legal  corner  post  (the  "LCP") of the Tylerstone claim has been
established  through  the witness post staking procedure.  The LCP is located on
the  northern  shore,  of the largest of three ponds, at the headwaters of Truax
Creek.  The  claim can be accessed by snowmobile and snowshoes from either Sheep
Creek  Access  Road  or the Truax Creek access road.  Both of these roads can be
accessed  from  the  village  of  Gold  Bridge.

Tylerstone  is  located approximately 80 air-miles north-northeast of Vancouver,
British  Columbia,  Canada.  The  property  is  approximately  1.25  miles
north-northwest  of  Truax  Mountain.

Access  to  Tylerstone is by helicopter from Pemberton, British Columbia or from
Lillooet,  British  Columbia.  Pemberton  is 28 air-miles south-southwest of the
property  and  Lillooet  is  28  air-miles  east-southeast  of  the  property.


                                      -18-
<PAGE>



CLAIM  STATUS

Tylerstone  consists  of  a  single  ode  mineral  claim  in the Lillooet Mining
Division  of  British  Columbia,  covering  an  area  of  1,235  acres.  Claim
information  was  obtained  from  the  office  of  the  Ministry  as  follows.

        Claim  Name          Tenure  No.     Units          Expiry  Date
        -----------          -----------     -----          ---------------

        Tylerstone           367927           20          February  24,  2006

Over  the  years,  the  Company  has  undertaken  certain  work  programs on the
Tylerstone  which are more fully described below.  This has allowed the claim to
be  maintained  in  good  standing  since  its  original  staking.

LACK  OF  A  VIABLE  MINERAL  RESERVE

The  Company  is  in  the  pre-exploration stage, being engaged in the search of
mineral  deposits  (reserves),  without  any  assurance that a commercial viable
mineral  deposit  or reserve exists on the Tylerstone.   A reserve is defined as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination.   Reserves are customarily
stated  in  terms of "ore" (a natural occurance of one or more minerals that may
be  mined  and  sold  at  a  profit  or  from  which some part may be profitably
separated)  when  dealing  with  metalliferous  minerals  (metal  bearing  ore).
Reserves  are  either  "proven"  or  "probable"  and  are  defined  as  follows:

Proven  (Measured)  Reserves:   Reserves for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or
quality are computed from the results of detailed sampling and (b) the sites for
inspection,  sampling  and  measurement  are  spaced so closely and the geologic
character  is  so  well  defined  that size, shape, depth and mineral content of
reserves  is  well-established.

Probable  (Indicated)  Reserves:  Reserves  for  which quantity and grade and/or
quality  are computed from information similar to that used in proven (measured)
reserves,  but  the  sites for inspection, sampling, and measurement are farther
apart  or  are  otherwise  less  adequately  spaced.   The  degree of assurance,
although  lower  than  that  for  proven  (measured) reserves, is high enough to
assume  continuity  between  points  of  observation.

GEOLOGY

It  should be noted the Ministry has posted an extremely detailed publication on
the  metallurgy  of  the  Bridge  River  area  on  their  website:

     (www.em.gov.vc.ca/mining/geosurv/minfile/mapareas/bridge.htm)
      -----------------------------------------------------------

Tylerstone  area  is  rugged and in areas below tree line, forest cover is dense
with  thick  undergrowth.  These  factors,  combined with poor access, appear to
have  discouraged the intense prospecting which took place in other parts of the
Bridge  River  area.  Modern  geological  and geochemical exploration techniques
followed  up  by  excavator  trenching  allow  effective  exploration  today.

CLIMATE  IN  THE  TYLERSTONE  AREA

The  winters  can be harsh with many inches of snow during the months of October
through  to  the  end of March.  Access to the Tylerstone during these months is
extremely  difficult  and  at some times impossible.  During the months of April
and  May and again in September the climate is a mixture of rain and sleet.  The


                                      -19-
<PAGE>



rain  can  be  heavy  in  the  spring  months thereby again making access to the
Tylerstone  difficult.  The  summers  are  normally hot and dry with a chance of
forest  closures  by  the  Ministry  of  Forestry.

AREA  AND  LOCAL  MINERALIZATION
The  style  of  mineralization in the Bridge River area is similar to the Mother
Lode  camp  of  California.  The  two  camps  have  similarities  in  ore,  vein
mineralogy,  wall  rock alterations (being the rock forming the walls of a drill
hole)  and  wall rocks, and are similar in the association of the ore veins with
the major fault along a belt of elongate serpentine bodies (having the qualities
of  being  greasy  or  silky  luster  which feels slightly soapy) that flank the
margins  of  granite  batholiths  (a  large  generally  discordant plutonic mass
comprising  a  course-  grained igneous rock composed of greater than 20% quartz
and feldspar that has more than 40 square miles of surface exposure and no known
floor).

An extensive fracture system (a general term for any break in a rock, whether or
not  it  causes displacement, due to mechanical failure by stress) in the Bridge
River  have  provided  abundant  channel ways for vein-forming solutions.  It is
speculated  that the stresses caused by the intrusion of the granitic plutons (a
medium  coarse  grained  rock  formed  by solidification of molten material that
originates  within the Earth) resulted in shearing (a deformation resulting from
stresses  that  cause  or  tend  to  cause contiguous parts of the body to slide
relatively  to  each  other in a direction parallel to the plane of contact) and
led to the development of veins (a mineral which fills a fault or other fracture
in  the  host  rock,  in  tabular  or  sheet  like  form,  often associated with
replacement  of  the  host  rock).

CONCLUSION  AND  RECOMMENDATIONS
Tylerstone  warrants  a  modest  Phase  I  exploration program ($16,500) of data
acquisition, aerial photograph interpretation, base map preparation, prospecting
and  report writing.  Contingent upon the success of this Phase I program, Phase
II  program ($66,000) of geochemical sampling, geological mapping, rock sampling
and  report writing is recommended.  A Phase III program ($165,000) of trenching
and/or  diamond  drilling and report writing is recommended, contingent upon the
success  of  the  Phase  II program.  A breakdown of the exploration steps under
each  Phase  is  indicated  below.

Phase  1  -  Estimated  Cost:  $16,500
--------

-Acquisition  of  all  property  data on the Tylerstone and surrounding area and
aerial  photographs;
-Aerial  photographic  interpretation  and  base  map  preparation;
-Prospecting and the continuation of the existing grid system on the Tylerstone;
-Submission  to  a  geological  laboratory samples, both soil and rock, obtained
from  the  Tylerstone  for  assaying  for  gold,  silver  and  other  minerals;
-A  geological  report  prepared by an independent geologist on the findings and
work  undertaken  on Phase I and recommendation regarding Phase II which will be
presented to Laurence Stephenson for his review and presentation to the Board of
Directors;  and
-Preparation  of  assessment  report  to  be  filed  with  the  Ministry.

Phase  I  is  expected  to  take  10  working  days including preparation of the
assessment  report.

Phase  II  (Contingent  Upon  the  Success of Phase I) - Estimated Cost: $66,000
------------------------------------------------------

-Geochemical  soil  within  the  established  grid  system,  where  applicable;
-Geological  mapping  and  rock  sampling  in  various  areas of the Tylerstone;
-Sample analysis for gold, silver and pathfinder elements (being the means which
will  lead  the  exploration  crew  to  a  deposit  of  a  desired  substance);


                                      -20-
<PAGE>



-Preparation  of geological report on the exploration activities of Phase II for
submission  to  Laurence  Stephenson for review and discussion with the Board of
Directors;  and
-Preparation  of  assessment  report  to  be  filed  with  the  Ministry.

Phase  II  is  expected  to  take  25  working days including preparation of the
assessment  report.

Phase  III (Contingent  Upon the Success of Phase II) - Estimated Cost: $165,000
-----------------------------------------------------

-Trenching  of  defined  targets  which  were  identified  under Phase II, where
applicable;
-Diamond  drilling  in  areas  of interest (at this time the exact footage to be
drilled  is  unknown);
-Sample  analysis  for  gold  and  silver  -  will  be  done  by fire assay at a
recognized  laboratory  in  Vancouver;
-Preparation  of  a  geological  report by an independent geologist based on the
finding  under  Phase  III  and  recommendation  for  consideration  by Laurence
Stephenson  and  the  Board  of  Directors;  and
-Preparation  of  assessment  report  to  be  filed  with  the  Ministry.

Phase  III  is  expected  to  take  30 working days including preparation of the
assessment  report.

     The  total  cost  of  completing  Phase I to III inclusive is approximately
$247,500.

The Company is considered to be in the pre-exploration stage and will be in this
stage  until  it  has  completed Phases I to III.  The Company's work program is
designed  on a progressive basis whereby the results of earlier Phases determine
the detail of the next Phase.   The final decision to proceed to a further Phase
will be the responsibility of Laurence Stephenson, in conjunction with the Board
of  Directors'  approval,  after  the  Company  has  received  analysis  and
recommendations from its independent consulting geologist for the last completed
Phase.   The factors which will determine whether Phase II is undertaken will be
the  gold and silver content from soil and rock samples under Phase I.  If there
is  an indication of the presence of gold, even in lesser grades than would make
it economic to recover, the Company would consider Phase II since it would allow
the Company to further investigate and obtain geological information on the area
where  the  gold grades were identified.  Initially, gold grades of one tenth of
an  ounce  per  ton  would be encouraging.  By the end of Phase III, the Company
will have a better understanding of the potential of the Tylerstone.  Whether or
not the Company can identify economic tonnage and grades by the end of Phase III
is  uncertain  and  maybe  unlikely.   The  total  number of days, as determined
above,  would  be  65  but  there  will have to be time in between each Phase to
assess  the  results  and to organize the required personnel for the next Phase.
Therefore,  conservatively, the completion of Phases I to III inclusive would be
approximately  90  to  100  days  from  the commencement of Phase I.   After the
entire  exploration  program  has  been completed, the Company will no longer be
considered  to  be  a  pre-exploration company since sufficient exploration work
would  have  been  done  on  the  Tylerstone.

Presently, the Company does not have the funds to either start or finish Phase I
of the above work program on the Tylerstone.  If no funds are received under its
prospectus  the Company will not be able to undertake any of the above Phases of
work.  The  Tylerstone is in good standing until February 24, 2006 after which a
payment  of  approximately  $3,100 (being $155 per unit) will have to be made by
the  Company to maintain it in good standing for a further year.  If no money is
received under this offering, the directors will have to contribute funds to the
Company to ensure that the Tylerstone does not lapse leaving the Company with no
mineral  property.


                                      -21-
<PAGE>




Recent  Exploration  Work  on  Tylerstone

Exploration  -  February  2000
------------------------------

The  Company  did not perform any exploration work on the Tylerstone during this
season  but  paid  cash in lieu of work performed in the amount of $1,466 (being
approximately  $73 per unit for each of the 20 units) which maintained the claim
in  good  standing  until  February  24,  2001.

During  the first three years, the assessment charge is Cdn. $100 per unit or US
$73 per unit.  In year four, the assessment value is doubled to Cdn. $200.00 per
unit  or  US  $155.

Exploration  -  February  2001
------------------------------

The objective of this physical work program was to orient a grid system over the
adit zone, saddle zone and east ridge zone.  A total of $1,503 was spent on this
exploration  work  as  follows:

     (1)  The  prospector assessed the Tylerstone by helicopter from the town of
          Lillooet.

     (2)  One  of  the objectives during this initial exploration program was to
          establish  a grid system whereby future soil and rock samples could be
          obtained  for  assaying. No prospecting activities were undertaken due
          to  the  snow  conditions.

A  general  topographical  reconnaissance  was carried out to determine the best
grid  layout  due  to the extreme topography.  A total of 3,432 feet of baseline
and  1,452  feet  of  X  -  lines  were  established  as  follow:

The  old  exploration  adit  (a  previous  tunnel  driven by the old prospectors
following  a  vein  structure)  and  three  trenches  were  located  for  future
exploration.

Exploration  -  February  2002
------------------------------

The  objective  of  this  physical  work  program was to extend a grid system in
preparation  for  a  geochemical  soil  sampling program.  A total of $1,416 was
expended  to  establish  12,535  feet  of  sampling  grid.

Exploration  -  February  2003
------------------------------

The  objective  of  the  physical  work  program for 2003 was to extend the grid
system  established  in  2002  and  2003.  A  total  of  $2,816  was  expended
establishing  21,285  feet  of  sampling  grid.

Exploration  -  February  2004
------------------------------

Due to heavy snow conditions in January and February 2004 on the Tylerstone, the
Company  could  not access the claim.  Therefore, it was required to pay cash in
lieu  of exploration for work not done in the amount of $3,081.  This amount was
paid  to  the  Ministry  and  maintained  the  Tylerstone in good standing until
February  24,  2005.

Exploration  -  February  2005
------------------------------

On  February  22,  2005,  the  Company  filed a Statement of Work, Cash Payment,
Rental  form  with  the Ministry indicating the Company has incurred exploration
costs  in the amount of $3,414 to maintain the Tylerstone in good standing until
February  24,  2006.   The  assessment  work  undertaken was detailed geological
mapping  and  geotechnical  sampling  (thin  section  cutting  of sample rocks).


                                      -22-
<PAGE>



COMPANY'S  MAIN  PRODUCT

The  Company  does  not  currently have and may never have a main product if the
Company  is  unsuccessful  in  its exploration of the Tylerstone.  The Company's
main  product  may be the sale of gold and silver that can be extracted from the
Tylerstone  when,  and if ever, a commercially viable ore reserve is discovered.
There  is no assurance a commercially viable ore reserve will ever be identified
and  whether, if identified, it will be of the size and grade to be economically
feasible.

INVESTMENT  POLICY

The  Company is not limited on the percentage of assets which may be invested in
any  one  investment  or  mineral  property.  A  disposal of a major asset would
result  in  the Board of Directors seeking shareholder approval since this would
ensure no subsequent shareholder action could be brought against the Company and
its  directors  and  officers.  The Company's policy is to acquire assets, being
mainly  mineral  properties,  primarily  for  income  in  the future rather than
capital  gains.  It  is  the intention of the Company to explore and develop, if
warranted,  the  Tylerstone  in  hopes  of  eventually developing it into income
producing  property  from  the  sale  of  the  minerals  contained  thereon.


                            ITEM 3. LEGAL PROCEEDINGS


There  are  no legal proceedings to which the Company is a party or to which its
property  is subject, nor to the best of management's knowledge are any material
legal  proceedings  contemplated.


          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS


There  has been no Annual General Meeting of Stockholders within the last fiscal
year.  In a Directors' Meeting held on May 27, 2005 it was agreed that an Annual
General Meeting of Stockholders would occur subsequent to the Company becoming a
reporting  company.   The  Directors  have  not yet decided upon the date of the
Annual  General  Meeting  of  Stockholders.


        ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


During  the  past  year,  there  has  been no established trading market for the
Company's  common  stock.  Since  its  inception,  the  Company has not paid any
dividends  on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future.   As at August 31, 2005 the Company had
40  shareholders;  four  of these shareholders are officers and directors of the
Company.

There are no securities authorized for issuance under outstanding stock options,
warrants  or  rights.  There  are no employee benefit plans entered into between
the Company and its director, officers, consultants or other non-employees.  The
Company  is  considering  adopting  an incentive stock option plan for officers,
directors,  employees  and  consultants  in  order to attract personnel who will


                                      -23-
<PAGE>



assist  in the development of the Company.  Once the incentive stock option plan
has been structured it will be presented at the Annual Meeting for shareholders'
approval.


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


OVERVIEW

The  Company  was incorporated on September 24, 1998 under the laws of the State
of Delaware.  The Company's Articles of Incorporation currently provide that the
Company  is  authorized  to  issue  25,000,000 shares of common stock, par value
$0.001  per  share.  As  at  August  31,  2005,  there  were  2,120,000  shares
outstanding.  Under its prospectus, the Company is able to issue up to 3,000,000
common shares at a price of $0.10 per share.  No shares have been subscribed for
under  this  prospectus  as  at  the  date  of  filing  this  Form  10K-SB.

LIQUIDITY  AND  CAPITAL  RESOURCES

There  is  limited historical financial information about the Company upon which
to  base  an  evaluation  of  its performance.  The Company is a pre-exploration
stage  company  and  has  not  generated  any  revenues  from  operations.

The  Company's  continued  existence  and  plans for future growth depend on its
ability  to  obtain  the capital necessary to operate, through the generation of
revenue and the issuance of additional debt or equity.  The Company will need to
raise  capital  to  fund normal operating costs and exploration efforts.  If the
Company  is  not  able  to generate sufficient revenues and cash flows or obtain
alternative  funding,  it  will  be  unable  to continue as a going concern.  As
disclosed  in  the report of the independent auditors on the Company's financial
statements  provided  elsewhere  in  this  Form 10K-SB, its recurring losses and
negative cash flows from operations raises substantial doubt about the Company's
ability  to  continue  as  a  going  concern.  The  Company's  working  capital
deficiency  as  at  August 31, 2005 is $114,075 with accumulated losses from the
date  of  inception  of  $163,525.  The  Company  will require $66,842 to settle
amounts owed to third parties.  The Company is hoping to obtain sufficient funds
under  its  prospectus to cover the above noted amounts.  At present time, there
are no alternative sources of funds other than the issuance of shares under this
offering.  The  directors  have  not,  at  this time, given any consideration to
advancing  additional  funds  or  obtaining  debt  financing  from institutional
lenders supported by their personal guarantees.  If the Company does not receive
sufficient  funds to settle amounts owed to third party creditors and pay future
expenses,  there  is the possibility that the Company might cease operations and
never  be  quoted  on the OTC Bulletin Board which would result in all investors
losing  the  funds  they  invested  in  the  Company.

As  at August 31, 2005 the Company had no assets, and $114,075 of liabilities of
which  $47,232 were due to the related parties.  Amounts owed to related parties
have  no  specific  terms  of  repayment  and  bear  no interest.  The following
schedule  shows  the  minimum  amount  of  capital  necessary for the Company to
finance  planned operations for a period of not less than twelve months from the
date  of  this  prospectus.


                                      -24-
<PAGE>







<TABLE>
<CAPTION>




                                                             ACCOUNTS     ESTIMATED
                                               ESTIMATED      PAYABLE        CASH
             EXPENDITURE                       EXPENSES   AUG. 31, 2005   REQUIRED
     -------------------------------          ----------  --------------  ---------
<S>                              <C>         <C>             <C>        <C>
     Accounting and audit. . . . . .   i    $     8,940    $    17,645    $    26,585
     Annual General Meeting. . . . .   ii         2,000              -          2,000
     Bank charges. . . . . . . . . .                 72              -             72
     Edgar filings . . . . . . . . .   iii        2,100              -          2,100
     Exploration and filing fees . .   iv         3,100              -          3,100
     Filing fees and franchise taxes   v            259              -            259
     Legal . . . . . . . . . . . . .   vi         7,500         18,416         25,916
     Office. . . . . . . . . . . . .                500            984          1,484
     Rent. . . . . . . . . . . . . .   vii            -         20,245         20,245
     Shareholders' communication . .   viii       5,000              -          5,000
     Transfer agent's fees . . . . .   ix         2,000         10,553         12,553
                                             ----------      ---------        -------
            Total expenses. .           . .  $   31,471   $     67,843    $    99,314
                                             ==========     ==========      =========
</TABLE>




i.   The  Company  will have Madsen & Associates, CPA's Inc., review its 10-QSBs
     and  examine  its  Form  10-KSB.  In  addition, the Company has an internal
     accountant  prepare the working papers for the various financial statements
     to  be  sent  to  Madsen  &  Associates.

ii.  The  Directors  have  approved  the holding of an Annual General Meeting of
     Stockholders  now  that  the Company's prospectus is effective. No date has
     been  set  for  the  Meeting  at  this  time. The above cost relates to the
     preparation  of  the Information Circular and Proxy, mailing and tabulating
     the votes received from the shareholders. In addition, there will be a cost
     of  renting  a  room  for  the  Meeting.

iii. The various Form 10K-SB and 10Q-SB will have to edgarized for submission to
     the  SEC.

iv.  The  Company  will  have  to  incur  a  minimum  of  $3,100 to maintain the
     Tylerstone  in  good standing for a further year. Under the prospectus, the
     Company  estimated  a  minimum  of  $16,500,  being  the cost of Phase 1 as
     recommended  by  the  Directors,  be  spent  during the next year. With the
     winter  months approaching, the Company might have to wait until the latter
     part  of  the spring of 2006 to undertake a full exploration program on the
     Tylerstone.

v.   The Company has paid annual filing fees to The Company Corporation of $175.
     Franchise  taxes  were  paid  to the State of Delaware in the amount of $84
     including  interest.

vi.  The  Company  will have to use the services of its attorney during the year
     for  various  matters  such  as  preparation of news releases and review of
     filing  documents  with  the  SEC.

vii. The  Company  did  not  incur any rental expense since it used the personal
     residence of its President. Similar to management fees, rent expense should
     be  reflected  as  an operating expense. Therefore, the Company has accrued
     $350  per  month  as  an  expense  with an offsetting credit to "Capital in
     Excess of Par Value". The amount set up in accounts payable represents rent
     unpaid  for  previous  office  facilities.


                                      -25-
<PAGE>



viii.  Once  the  Company becomes a quoted company on the OTCBB it will start to
     communicate  with its shareholders and investing public in general. Certain
     documents  such  as  new  releases, annual meetings, responses to enquires,
     etc. will have to be attended to. The above noted cost is an estimate since
     management  has  never  performed  this  function  before.

ix.  The  transfer agent is Nevada Agency & Trust Company who charges $1,200 per
     year  to  act  as  such.  The  additional  amount included above is for the
     issuance  of  new  share  certificates  under  our  prospectus.

Off-Balance  Sheet  Arrangements

As  of  August  31,  2005,  the  Company  does  not  have  any off-balance sheet
arrangements.

Offices

The  Company's  executive  offices  are  located  in  Suite 302 - 15015 Victoria
Avenue,  White  Rock,  British  Columbia.  The office is located in the personal
residence  of  Laurence  Stephenson.  There  is  no charge to the Company by Mr.
Stevenson  but  the  Company  has  accrued donated rent expense in its accounts.
Presently,  the  Company is not anticipating incurring any actual expense for an
office  until such time as management feels the Company has significant activity
to  warrant  an  office  and  the  funds  are  available.

Incorporation  in  the  State  of  Delaware

The  Company  incorporated in the State of Delaware rather than British Columbia
for  tax  reasons.  For  example,  both  the  Federal and Provincial Governments
impose  tax  on any profits made.  This corporate tax could range as high as 51%
of  net  income.  In  addition,  the  Province of British Columbia has an annual
capital  tax  based  on  the  number  of  shares  outstanding.  By  having  a
Delaware-based  company,  the  Company,  if  it  ex-provincially incorporates in
British  Columbia, will only be subject to a 15% withholding tax as set forth in
the  Canada/US  Tax  Treaty.

Purchase  of  Assets

The  Company  does  not  expect  to  purchase  or  sell any plant or significant
equipment  during  the  next  year.

Increase  in  Number  of  Employees

The  Company does not expect any significant changes in the number of employees.



                          ITEM 7.  FINANCIAL STATEMENTS


The  financial  statements  of  the Company are included following the signature
page  to  this  Form  10-KSB.


                                      -26-
<PAGE>





      ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE


During  the  fiscal year ended August 31, 2005 and through the subsequent period
to,  to  the  best  of the Company's knowledge, there have been no disagreements
with  Madsen & Associates, CPA's Inc. on any matters of accounting principles or
practices,  financial  statement  disclosure,  or  audit scope procedures, which
disagreement  if  not resolved to the satisfaction of Madsen & Associates, CPA's
Inc. would have caused them to make a reference in connection with its report on
the  financial  statements  for  the  year.


                        ITEM 8A - CONTROLS AND PROCEDURES


(a)     Evaluation  of  Disclosure  Controls  and  Procedures
        -----------------------------------------------------

The  Company's  Chief  Executive  Officer  and it Chief Financial Officer, after
evaluating  the  effectiveness  of  the  Company's  controls  and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a 14(c) and 15d 14 (c) as
of  the  date  within 90 days of the filing of this annual report on Form 10-KSB
(the  "Evaluation  Date"),  have  concluded  that as of the Evaluation Date, the
Company's  disclosure  controls  and  procedures  were adequate and effective to
ensure  that  material  information  relating to it would be made known to it by
others,  particularly  during  the  period  in  which this annual report on Form
10-KSB  was  being  prepared.

(b)     Changes  in  Internal  Controls
        -------------------------------

There were no significant changes in the Company's internal controls or in other
factors  that  could  significantly affect the Company's disclosure controls and
procedures  subsequent  to the Evaluation Date, nor any significant deficiencies
or  material  weaknesses  in  such  disclosure controls and procedures requiring
corrective  actions.

                                    PART 111


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT


     The  name, municipality of residence, position held within the Company, age
and  the  year  the  individual  was first elected or appointed as a director or
executive  officer  of  the Company are set forth in the following table.   Each
director  is  to  serve until the Annual Meeting of Shareholders or until his or
her  successor  is  elected  or  appointed.  The  work experience of each of the
directors  and  officers  is indicated in their individual biographies set forth
below.


                                      -27-
<PAGE>



<TABLE>
<CAPTION>




            NAME AND                                                              YEAR
         MUNICIPALITY OF           POSITION OR OFFICE WITHIN THE                 BECAME
          RESIDENCE                          REGISTRANT                  AGE    A DIRECTOR
<S>                  <C>                                      <C>     <C>
     Laurence Stephenson              Chairman of the Board,             56        2004
     White Rock, B.C.               Principal Executive Officer
     Canada                               President and
     . . . . . . .                         Director (1)

     Louise Murphy . .         Principal Financial Officer, Secretary    55        2004
     Coquitlam, B.C. . .                    Treasurer and
     Canada. . . . . . .                     Director (2)

Edward Skoda. . . .                          Director (3)                57      1998 to
Chapaloa, . . . . .                                                              2001 and
Jalisco, Mexico . .                                                                2003
</TABLE>




(1)  Laurence  Stephenson became a director on May 18, 2004 and was appointed on
     the  same  day as Principal Executive Officer and President. Mr. Stephenson
     serves  as  Chairman  of  the  Board  of  Directors.

(2)  Louise  Murphy  became  a director on May 18, 2004 and was appointed on the
     same  day  as  Principal  Financial  Officer  and  Secretary  Treasurer.

(3)  Edward  Skoda was the founding director of the Company and became President
     on  October 5, 1998 and resigned on April 2, 2001 as President and Director
     due  to  other  business  matters  requiring  his  attention.  He was again
     appointed  a  Director  on  April  15,  2003.

     Fred  Hawkins  resigned  as  a  director  on  May  28,  2005.

AUDIT  COMMITTEE

The  Audit  Committee  of the Company currently consists of Laurence Stephenson,
Principal  Executive  Officer,  Louise  Murphy, Principal Financial Officer, and
Edward  Skoda,  Director.   The  general  function  of the audit committee is to
review  the  overall audit plan and the Company's system of internal control, to
review  the  results of the external audit, and to resolve any potential dispute
with  the  Company's  auditors.  The  percentage  of  common shares beneficially
owned,  directly  and indirectly by the officers and directors, collectively, is
56.6  percent  of  the  total  issued  and  outstanding  shares.

BIOGRAPHIES

The  following  are  biographies  of  the directors and officers of the Company.

LAURENCE  STEPHENSON  has  a Bachelor of Science in geology (1975) from Carleton
University  in  Ottawa,  Ontario, Canada and a Master of Business Administration
(1985)  from  York  University  in  Toronto, Canada.  During the majority of his
working  life,  starting from 1967, Mr. Stephenson has been involved in planning
and  budgeting  for  mineral  exploration  in various parts of Canada as well as
consulting  in  geological  and  offering  business  advice  to  the exploration
industry.  He  has  been a director of various companies associated with mineral
exploration  such  as  Glencairn Explorations Ltd. (listed on the former Calgary
Exchange),  Strike  Minerals  Ltd.  (listed on the over-the-counter in Toronto),
Barkhor  Resources Inc., Golden Chief Resources Ltd., Golden Hemlock Exploration
Ltd.,  and  Kokanee  Exploration  Ltd. (all three listed on the former Vancouver
Stock  Exchange)  and Sutcliffe Resources Ltd. (previously listed on the Toronto
Stock Exchange).  As a director his duties included hiring and evaluation staff,
negotiating  with  the  provincial  government  to secure prospects and permits,
assisting  with  joint ventures arrangements and applicable financing, preparing
profiles for submission to mining journals, organizing re-activation reports and
overseeing the various exploration programs undertaken by the companies he was a
director.   At the same time, Mr. Stephenson has his own private consulting firm
called  GeoFin  Inc.  where  he offered business advise to the mining community,
designing  and  implication  of  various exploration programs to be used in both


                                      -28-
<PAGE>



Mexico and South America and assisting in financing various ventures. 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).

LOUISE  MURPHY has an extensive background in administration in both the medical
and  legal  office  environment  and  holds  a  degree as a Certified Management
Accountant  (1989).  Her duties included organizing the accounting, computer and
office  procedures  as  well  as undertaking job costing, budget preparation and
variance  reporting.  In addition, she has been responsible for making decisions
regarding  scheme, format, frequency and type of advertising required by various
firms  she  has  been  employed with.  Since 2001 to the present time, Ms Murphy
became  self-employed  offering  her services to various law firms and being "on
call"  to the Vancouver School Board for various accounting assignments.  On May
18, 2004, she became a Director and was appointed Chief Financial Officer, Chief
Accounting Officer and Secretary Treasurer of the Company.   Ms. Murphy does not
hold  a  directorship  in  any  other  reporting  company.

EDWARD  SKODA  attended  the  Haileybury  School of Mines in Haileybury, Ontario
where  he  obtained  a  diploma  in mining engineering technology (1971).  After
graduation  he  was  employed  by  Kaiser  Engineering Inc and assigned to their
Hammerstay  Iron  Project in Australia as a civic inspector for the construction
of a railway bed.  In 1973, he was employed by Newmont Mining Ltd. of Vancouver,
B.C.  as an underground mining ventilation technologist in their Granduc Mine in
northern  British  Columbia.  During  1976  to  1991,  Mr. Skoda worked for such
companies as Tara Mines in Ireland and the Northwest Territories, Echo Bay Mines
at  Port  Radium  near  Great  Bear  Lake, Ange Gold Ltd. of Vancouver, Canadian
Mining  Services Ltd. and Bechtel Corporation of San Francisco, California where
his jobs comprised over this period of time security manager, warehouse manager,
underground shift boss and project manager.  These positions involved control of
explosives,  overseeing  supplies  and shipping of concentrate, mine development
including  rehabilitation  of  old  adits,  underground  exploration,  drilling
blasting in order to extend the adits and assisting with preparation of budgets.
In  1991,  Mr. Skoda became a director of Lornex Exploration Inc. and became the
project  manager  with  the objective of mining the old Churchill Copper Project
and  Davis  Keyes  Copper  Project  both in north B.C. near Nelson.  In 1992, he
became  self  employed by staking claims for various companies in Downsville and
Forest  Hills  area of California, Anyox, Princeton and Bralorne located in B.C.
and  other  claims  in  Mexico, Nevada and Arizona. 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.

Mr.  Skoda  served  as  President and Principal Executive Officer of the Company
from its inception to April 2, 2001 and on April 15, 2003 was again appointed to
the  Board  of  Directors.  Currently,  Mr.  Skoda  is  a director of two public
industrial  mineral companies listed on the Toronto Venture Exchange in Toronto,
Ontario:  one:  Zeo  Tech  Enviro  Corp  (6 years as a director) - a producer of
zeolite  product  for the oil and gas industry and two: Quinto Technologies Inc.
(8  years  as  a  director)  -  exploring  for  graphite  nickel  and  iron ore.

Although  Laurence  Stephenson,  Louise Murphy and Edward Skoda do not work full
time  for  the  Company,  they  plan  to devote whatever time is required as the
Company  advances  in its exploration program.  Once the Tylerstone is ready for
exploring,  both  Laurence  Stephenson and Edward Skoda will devote the required
time  to  ensure  the  exploration  program  is  completed within budget.  It is
estimated  Laurence  Stephensen  will  spend  40  hours  a  month overseeing the
exploration  whereas  Edward  Skoda  will be working full time on the Tylerstone
during the exploration period.  It is expected Louise Murphy will be required to


                                      -29-
<PAGE>



spend  at  least  15  hours  a  month  accounting  for  the  expenses during the
exploration  program  and preparing an analysis of actual to budgeted costs.  If
the  Tylerstone is proven to have an ore reserve on it, the time required by the
directors  and  officers  will  increase  significantly.

SIGNIFICANT  EMPLOYEES

Other  than the officers of the Company, the Company does not currently have any
significant employees.  The Company might have to engage the services of certain
consultants,  who  are  not  employees,  to  assist  in  the  exploration of the
Tylerstone, if either Laurence Stephenson or Edward Skoda are unavailable at the
time  the  exploration  work will take place.  If consultants are required, they
will  be  an  integral part to the operations of the Company for the period they
are  so  engaged.  At  the  present time, the Company has not yet identified any
prospective  consultants.

FAMILY  RELATIONSHIPS

There  are  no  family  relationships  among  directors,  executive officers, or
persons  nominated  or  chosen  by  the Company to become directors or executive
officers.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

To the knowledge of management, during the past five years, no present director,
executive  officer  or  person  nominated  to  become a director or an executive
officer  of  the  Company:

(1)  filed  a petition under the Federal bankruptcy laws or any state insolvency
     law,  nor  had a receiver, fiscal agent or similar officer appointed by the
     court  for  the  business or property of such person, or any partnership in
     which  he  was  a general partner at or within two years before the time of
     such filings, or any corporation or business association of which he was an
     executive  officer  at  or within ten years before the time of such filing;

(2)  was  convicted  in  a  criminal  proceeding  or  named subject of a pending
     criminal  proceeding  (excluding  traffic  violations  and  other  minor
     offenses);

(3)  was  the  subject  of  any  order,  judgment  or  decree,  not subsequently
     reversed,  suspended  or  vacated,  of any court of competent jurisdiction,
     permanently  or  temporarily  enjoining him from or otherwise limiting, the
     following  activities:

     (i)  acting as a futures commission merchant, introducing broker, commodity
          trading  advisor,  commodity  pool  operator,  floor  broker, leverage
          transaction  merchant,  any  other  person  regulated by the Commodity
          Futures  Trading  Commission  or  an  associated  person of any of the
          foregoing,  or as an investment advisor, underwriter, broker or dealer
          in  securities, or as an affiliate person, director or employee of any
          investment  company,  or  engaging  in  or  continuing  any conduct or
          practice  in  connection  with  such  activity;

     (ii) engaging  in  any  type  of  business  practice;  or

     (iii) engaging in any activities in connection with the purchase or sale of
          any  security  or  commodity  or  in  connection with any violation of
          Federal  or  State  securities  laws  or  Federal  commodities  laws;

(4)  was  the  subject  of  any  order,  judgment,  or  decree, not subsequently
     reversed, suspended, or vacated, of any Federal or State authority barring,
     suspending  or  otherwise  limiting for more than 60 days the right of such
     person  to  engage  in  any  activity described above under this subsection
     (3)(i)  above,  or  to  be  associated  with  persons  engaged  in any such
     activities;


                                      -30-
<PAGE>



(5)  was  found by a court of competent jurisdiction in a civil action or by the
     Commission  to  have  violated any Federal or State securities law, and the
     judgment  in  such  civil  action or finding by the Commission has not been
     subsequently  reversed,  suspended  or  vacated.

(6)  was  found by a court of competent jurisdiction in a civil action or by the
     Commodity  Futures  Trading  Commission  to  have  violated  any  Federal
     commodities  law,  and  the judgment in such civil action or finding by the
     Commodity  Futures  Trading  Commission has not been subsequently reversed,
     suspended  or  vacated.

COMPLIANCE  WITH  SECTION  16  (A)  OF  THE  EXCHANGE  ACT

The  Company  knows  of  no director, officer, beneficial owner of more than ten
percent  of any class of equity securities of the Company registered pursuant to
Section  12 ("Reporting Person") that filed any reports required to be furnished
pursuant  to Section 16(a) other than Louise Murphy.  Other than those disclosed
below, the Company knows of no Reporting Person that failed to file the required
reports  during  the  most  recent  fiscal  year.

The  following  table sets forth as at August 31, 2005, the name and position of
each Reporting Person that filed any reports required pursuant to Section 16 (a)
during  the  most  recent  fiscal  year.

Name                         Position               Form     Date  Report  Filed
----                         --------               ----     -------------------

Louise  Murphy      Chief  Financial  Officer,       3      September  19, 2005
                    Chief Accounting  Officer
                         and  Director



                        ITEM 10.  EXECUTIVE COMPENSATION


CASH  COMPENSATION

     The  following table sets forth compensation paid or accrued by the Company
for  the  last  four  years  ended  August  31,  2005 to directors and officers:

               SUMMARY COMPENSATION TABLE ( 2002, 2003, 2004 AND 2005)

                                          Long  Term  Compensation  (US Dollars)
                                          --------------------------------------
Annual  Compensation                      Awards                     Payouts
--------------------                      ------                     -------


                                      -31-
<PAGE>



<TABLE>
<CAPTION>




         (a)             (b)        (c)     (e)       (f)       (g)     (h)   (i)
<S>                                <C>      <C>          <C>         <C>       <C>       <C>   <C>
                                           Other    Restricted                     All other
                                           Annual    Stock       Options/   LTIP     compen-
 Name and  Principal                        Comp.    awards       SAR      payouts   sation
     position. .      .  Year     Salary    ($)        ($)        (#)       ($)      ($)
--------------------    -------  --------  ------  --------     ---------  ------  ---------

Laurence Stephenson . .  2004       -0-      -0-       -0-        -0-       -0-       -0-
President, and. . . . .  2005       -0-      -0-       -0-        -0-       -0-       -0-
Director

Louise Murphy . . . . .  2004       -0-      -0-       -0-        -0-       -0-       -0-. . .
Secretary Treasurer      2005       -0-      -0-       -0-        -0-       -0-       -0-
 and Director

Edward Skoda.            2002       -0-      -0-       -0-        -0-       -0-       -0-
Director                 2003      1,575     -0-       -0-        -0-       -0-       -0-
 . . . . . . . . . .     2004      2,000     -0-       -0-        -0-       -0-       -0-
.. . . . . . . . . . .    2005      6,000     -0-       -0-        -0-       -0-       -0-

Fred Hawkins             2002       -0-      -0-       -0-        -0-       -0-       -0-
Former President. ..     2003       -0-      -0-       -0-        -0-       -0-       -0-
Current Director .       2004       -0-      -0-       -0-        -0-       -0-       -0-
.. . . . . . . . .        2005       -0-      -0-       -0-        -0-       -0-       -0-

Robin Brine . . . . . .  2002       -0-      -0-       -0-        -0-       -0-       -0-
Former Director . . . .  2003       -0-      -0-       -0-        -0-       -0-       -0-

Gerald Hardy.            2002       -0-      -0-       -0-        -0-       -0-       -0-
Former Director . .      2003       -0-      -0-       -0-        -0-       -0-       -0-
 . . . . . . . . .       2004       -0-      -0-       -0-        -0-       -0-       -0-
</TABLE>




     Other  than  Edward  Skoda who received $500 per month in compensation from
the  date  of  inception  to  March 31, 2001 for a total of $15,500, none of the
other  officers  and  directors  has  received  compensation since the Company's
inception.  To  date,  the  Company  has  not  paid in either cash or shares the
amount owed to Edward Skoda for the above compensation accrued to him.  There is
no  interest  payable  on  the  outstanding  amount.

     On  May  18,  2004,  the Directors passed a Consent Resolution whereby they
approved  a  management  fee of $500 per month to Edward Skoda commencing May 1,
2004  for  services  to  be rendered regarding administration of the Company and
assisting in the exploration of the Tylerstone.  No formal contractual agreement
between Mr. Skoda and the Company was entered into relating to this compensation
arrangement.

     There  are  no  stock  options  outstanding as at September 30, 2005 and no
options  have  been  granted  in  2005, but it is contemplated in the future the
Company  may  issue stock options in the future to officers, directors, advisers
and  future  employees.

     No  director  or  officer is indebted to the Company and none have borrowed
any  funds  from  the  Company.

     The  Company has no defined benefit pension plan or any long-term incentive
plan  that  provides  annual  benefits  to  any  directors  and  officers.

     Except  for  the payment of the management fee to Edward Skoda, the Company
has  not  entered into any employment plan or arrangement, including payments to
be  received  from  the Company either currently or in the future as a result of
resignation,  retirement  or any other termination of the Company's officers and
directors.

     There  exist  no  plans  or  arrangements  for  a  change-in-control of the
Company.

BONUSES  AND  DEFERRED  COMPENSATION

None

COMPENSATION  PURSUANT  TO  PLANS


                                      -32-
<PAGE>




None

PENSION  TABLE

None

OTHER  COMPENSATION

The  directors have not received any compensation for the time they have devoted
to  the  Company.  Nevertheless,  the  Company does give recognition to the time
spent  by  accruing  as  an  expense  each  month  a charge of $500 per month as
management  fees  with an offsetting credit to "Capital in Excess of Par Value".
The  amount  so accrued with not be pay in either cash or shares to the director
in  the  future.

COMPENSATION  OF  DIRECTORS

None

TERMINATION  OF  EMPLOYMENT

There  are  no  compensatory  plans  or  arrangements,  including payments to be
received  from  the  Company,  with  respect  to  any  person  named  in  Cash
Consideration  set  out  above  which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with  the  Company  or  its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change  in  control  of  the  Company.


     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  shares  of  the  Company's  common  stock  as  of August 31, 2005
(2,120,000  shares  issued and outstanding) by (1) all stockholders known to the
Company to be beneficial owners of more than 5 percent of the outstanding common
stock; and (2) all directors and executive officers of the Company, individually
and  collectively  as  a group.  The table also reflects such ownership assuming
the  maximum  shares  sold  for  the  offering  is  reached.

<TABLE>
<CAPTION>




                                             AMOUNT OF
  TITLE OR       NAME AND ADDRESS OF         BENEFICIAL        PERCENT OF
   CLASS         BENEFICIAL OWNER (1)        OWNERSHIP (2)        CLASS
-----------     ---------------------        -------------    -----------
<S>                        <C>                          <C>            <C>
Common          Laurence Stephenson           250,000 (3)        11.79%
Stock           1136 Martin Street
.. . . . . . .   White Rock, B.C.
 . . . . . . .  Canada, V4B 3V9

Common          Louise M. Murphy              250,000 (3)        11.79%
Stock           #42 - 2951 Panorama Dr.
.. . . . . . . . Coquitlam, B.C.
 . . . . . . .  Canada, V3E 2W3

Common          Fred Hawkins                  450,000(3)(4)       21.23%
Stock           13028 98A Avenue
.. . . . . . . . Surrey, British Columbia
 . . . . . . .  Canada, V3T 1C6

Common          Edward Skoda                  250,000 (3)         11.79%
Stock           Apdo Postal No. 379
.. . . . . . ..  Chapala, Jalisco
 . . . . . . .  Mexico, CP 45900

Common. . . .   Ownership of all directors
Stock . . . . ..  and officers as a group    1,200,000            56.60%
</TABLE>


                                      -33-
<PAGE>



(1)  As  of  August  31,  2005,  there  were  2,120,000 common shares issued and
     outstanding.  Unless  otherwise  noted, the security ownership disclosed in
     this  table  is  of  record  and  beneficial.

(2)  Under  Rule 13-d under the Exchange Act, shares not outstanding but subject
     to  options, warrants, rights, conversion privileges pursuant to which such
     shares may be acquired in the next 60 days are deemed to be outstanding for
     the  purpose of computing the percentage of outstanding shares owned by the
     persons  having such rights, but are not deemed outstanding for the purpose
     of  computing  the  percentage  for  such  other  persons.

(3)  These  shares  are restricted since they were issued in compliance with the
     exemption  from registration provided by Section 4(2) of the Securities Act
     of  1933,  as  amended. After these shares have been held for one year, the
     Directors  and  Officers  of  the  Company could sell 1% of the outstanding
     stock  in the Company every three months. Therefore, this stock can be sold
     after  the expiration of one year in compliance with the provisions of Rule
     144.  There  are  "stock  transfer"  instructions  placed  against  these
     certificates  and  a  legend  has  been imprinted on the stock certificates
     themselves.

(4)  Includes  shares issued to Fred Hawkins wife and daughter who reside in the
     same  house.

Other  than  Laurence  Stephenson, Louise Murphy, Fred Hawkins and Edward Skoda,
the  Company  does not know of any other shareholder who has more than 5 percent
of  the  issued  shares  prior  to  the  subscriptions being accepted under this
offering.

The  number  of shares that could presently be sold under Rule 144 is 1,200,000;
being  the  above  noted  shares  held  by  the  Directors  and  Officers.

There  are no voting trusts or similar arrangements known to the Company whereby
voting power is held by another party not named herein.  The Company knows of no
trusts, proxies, power of attorney, pooling arrangements, direct or indirect, or
any other contract arrangement or device with the purpose or effect of divesting
such person or persons of beneficial ownership of the Company's common shares or
preventing  the  vesting  of  such  beneficial  ownership.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

Prior  to  the  effectivness  of  our  prospectus, the Company has never filed a
prospectus  as  specified  under  Section  10(a)  of the Securities Act of 1933.
Initially,  the Company raised funds from its officers and directors, relatives,
friends  and  business  associates  as  more  fully  described  below.


                                      -34-
<PAGE>



On  February  1,  1999,  Edward  Skoda, former President, subscribed for 100,000
shares  at  $0.001  per  share.  On  February  10,  1999, Judith Mide, Secretary
Treasurer,  subscribed for 10,000 shares at $0.01 per share.  In both cases, the
consideration  paid  was  cash.  Upon the resignation as the Secretary Treasurer
and  Director,  Judith  Mide sold her shares to a third party who was not or has
not  been an officer or director of the Company.  Upon the resignation of Edward
Skoda, he sold his shares to a third party who was not an officer or director of
the  Company  or  ever  has  been.  Upon  the appointment of Fred Hawkins as the
Principal  Executive  Officer  and  Director of the Company in April 1, 2002, he
purchased 100,000 common shares from a former shareholder of the Company who was
not  an  officer  or  director.

In April 2, 2001, with the appointment of Robin Brine as Secretary Treasurer and
Director,  she  purchased  10,000  shares at a price of $0.01 per share for cash
consideration  from  a  former  shareholder.  At  the same time, Gerald Hardy, a
former Director, acquired 100,000 shares at a price of $0.001 per share for cash
consideration  from  a  former  shareholder.

In  October,  2001,  the  Company  issued  an  additional 900,000 shares to Fred
Hawkins for a consideration of $0.001 per share.  The consideration paid by Fred
Hawkins  was  cash.

In  June  2004,  Fred  Hawkins  gifted  750,000  restricted  shares to his three
directors, Laurence Stephenson, Louis Murphy and Edward Skoda, which resulted in
each  of  them  acquiring  250,000  shares.

The  business purpose for gifting the shares to the above noted directors was to
induce  them  to  become  members  of  the Board of Directors since they possess
certain  knowledge,  being  able  to  manage  an exploration company and general
office  procedures, which Mr. Hawkins does not have.   As mentioned elsewhere in
this  prospectus,  Messrs.  Stephenson  and  Skoda  have been in the exploration
industry  for  a  number  of  years and for the majority of her working life Ms.
Murphy  has  been  involved with accounting and office procedures.  There are no
formal  agreements  or  informal  understandings  that Mr. Hawkins would receive
shares  or  other  compensation from Tylerstone or any of the other directors in
return  for  this  transfer  of  shares.

All  of  the  above  share  issuances  were restricted since they were issued in
compliance  with the exemption from registration provided by Section 4(2) of the
Securities  Act  of  1933,  as amended.  After the shares have been held for one
year,  the holders of these shares could sell a percentage of their shares every
three months based on 1% of the outstanding stock in the Company. Therefore, the
shares  could  be  sold  after the expiration of one year in compliance with the
provisions  of  Rule 144.  There are "stop transfer" instructions placed against
these  shares  and  a  legend  is  imprinted  on  each  stock  certificate.

Some  of  the  Directors  of  the  Company  are  directors and officers of other
companies.  Therefore,  conflicts  of interest may arise between their duties as
directors  of the Company and as directors and officers of other companies.  All
such  possible  conflicts  will  be  disclosed  and the directors concerned will
govern  themselves in respect thereof to the best of their ability in accordance
with  the  obligations  imposed on them under the laws of the State of Delaware.

All  officers  and  the  director  are aware of their fiduciary responsibilities
under  corporate  law,  especially  insofar  as  taking  advantage,  directly or
indirectly,  of  information  or  opportunities  acquired in their capacities as
officers  and  directors  of  the  Company.  Any  transaction  with  officers or
directors  will  only  be  on terms consistent with industry standards and sound
business  practice  in  accordance with the fiduciary duties of those persons to
the  Company,  and  depending  upon  the  magnitude  of the transactions and the
absence of any disinterested Board members, the transactions may be submitted to
the  shareholders  for  their  approval  in the absence of any independent Board
members.


                                      -35-
<PAGE>



Both  Fred  Hawkins and Edward Skoda have advanced money to the Company over the
last  several  years  in  the  aggregate  amount  of  $47,232  as  follows:

<TABLE>
<CAPTION>




                                           EDWARD     FRED      TOTAL
            ADVANCES                       SKODA    HAWKINS   ADVANCES
-----------------------------             -------   --------  ---------
<S>                            <C>      <C>       <C>
       August 31, 1999:
         Management fees (i). . .  .  $   6,000    $      -  $    6,000

August 31, 2000:
   Management fees. . . . . .             6,000           -       6,000
   Cash advance to Company. .             2,000           -       2,000

August 31, 2001:
   Management fees. . . . . .             3,500           -       3,500
   Cash advance to Company. .                 -         230         230

August 31, 2002:
   Cash advance to Company. .                 -       2,030       2,030

August 31, 2003:
   Exploration fees unpaid. .             1,575           -       1,575
   Cash advance to Company. .                 -       1,240       1,240

August 31, 2004:
   Management fees. . . . . .             2,000           -       2,000
   Advance for exploration. .                 -       3,185       3,185

August 31, 2005
    Management fees . . . . .             6,000           -       6,000
    Cash advances to Company.             9,674       3,798      13,472
                                        -------    --------   ---------

Total advances by Directors .         $  36,749   $  10,483  $   47,232
                                        =======    ========   =========
</TABLE>




(i)  Edward  Skoda has not been paid for management fees charged to the Company.

The  above  noted  advances  have  no  specific  terms  of repayment and bear no
interest.  If  an  annual compound interest rate of 5% had been used, the amount
of  interest  due  and  payable  would  have  been  $7,782.

The  Company  has  not  entered into any transactions with a related party other
than  a monthly management fee of $500 payable to Edward Skoda.  Management does
not know of any other transaction it will be entering into with related parties.
It  is  the  intention  of  the  Company  to  deal with third parties in all its
acquisitions  of  exploration  claims  in  the  future.

The  Company  has  had  no transactions with any promoter or promoters since its
inception.  Nothing  of  value, including money, property, contracts, options or
rights of any kind has been received or will be received by a promoter, director
or  indirectly  from  the  Company  which  is  not disclosed in this prospectus.

There  were  no  material transactions, or series of similar transactions, since
inception  of the Company and during its current fiscal period, or any currently
proposed  transactions,  or series of similar transactions, to which the Company
was  or  is  to be a party, in which the amount involved exceeds $60,000, and in
which  any director or executive officer, or any security holder who is known by
the  Company  to  own of record or beneficially more than 5% of any class of the


                                      -36-
<PAGE>



Company's  common  stock,  or  any  member of the immediate family of any of the
foregoing  persons,  has  an  interest.


                                      -37-
<PAGE>







                                     PART IV


                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


(a)  (1)        FINANCIAL  STATEMENTS.

The  following  financial  statements  are  included  in  this  report:

Title  of  Document                                                      Page
-------------------                                                      ----

Report  of  Madsen  &  Associates,  CPA's  Inc.                           41

Balance  Sheet  as  at  August  31,  2005                                 42

Statement  of  Operations  for  the  year  ended  August  31,
     2005 and 2004 and for  the  period  from September 24, 1998
     (Date of     Inception) to August  31,  2005                         43

Statement  in  Changes  in  Stockholders'  Equity  for the period
     from September 24,  1998  (Date  of  Inception)  to  August
     31,  2005                                                            44

Statement  of  Cash  Flows  for  the  year  ended  August  31,
     2005 and 2004 and for  the  period  from  September  24,  1998
     (Date  of Inception)  to  August  31,  2005                          45

Notes  to  the  Financial  Statements                                     46

(a)  (2)   FINANCIAL  STATEMENT  SCHEDULES

The following financial statement schedules are included as part
 of this report:

None.

(a)  (3)   EXHIBITS

The  following  exhibits  are  included  as  part  of  this report by reference:

1.   Certificate  of  Incorporation,  Articles  of  Incorporation  and  By-laws:

1.1  Certificate  of  Incorporation (incorporated by reference from Tylerstone's
     Registration  Statement  on  Form  SB-2  filed  on  December  27,  2004)

1.2  Articles  of  Incorporation  (incorporated  by  reference from Tylerstone's
     Registration  Statement  on  Form  SB-2  filed  on  December  27,  2005)

1.3  By-laws (incorporated by reference from Tylerstone's Registration Statement
     on  Form  SB-2  filed  on  December  27,  2005)

99.1 Certificate  Pursuant  to  Section 301(a) of the Sarbanes-Oxley Act of 2002
     (Chief  Executive  Officer)

99.2 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002


                                      -38-
<PAGE>



99.3 Certificate  Pursuant  to  Section 301(a) of the Sarbanes-Oxley Act of 2002
     (Chief  Financial  Officer)

99.4 Certification of the Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

(b)     Reports  on  Form  8-K

None


                ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


(1)     Audit  Fees
        -----------

The aggregate fees billed by the independent accountants for the last two fiscal
years  for professional services for the audit of the Company's annual financial
statements  and  the  review of quarterly financial statements services that are
normally provided by the accountants in connection with statutory and regulatory
filings  or  engagements  for  those  fiscal  years  were  $7,050.

(2)     Audit-Related  Fees
        -------------------

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not  reported  under  Item  9  (e)(1)  of  Schedule  14A  was  NIL.

(3)     Tax  Fees
        ---------

The  aggregate fees billed in each of the last two fiscal years for professional
services  rendered  by the principal accountants for tax compliance, tax advise,
and  tax  planning  was  $200.

(4)     All  Other  Fees
        ----------------

During  the  last  two  fiscal  years  there  were  no other fees charged by the
principal  accountants  other  than  those  disclosed  in  (1)  and  (3)  above.

(5)     Audit  Committee's  Pre-approval  Policies
        ------------------------------------------

At  the present time, there are not sufficient directors, officers and employees
involved  with  the  Company to make any pre-approval policies meaningful.  Once
the Company has elected more directors and appointed directors and non-directors
to  the  Audit  Committee  it  will  have  meetings and function in a meaningful
manner.

(6)     Audit  hours  incurred
        ----------------------

The  principal  accountants  did  not spend greater than 50 percent of the hours
spent  on  the  accounting  by  the  Company's  internal  accountant.


                                      -39-
<PAGE>



                                   SIGNATURES


In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         TYLERSTONE  VENTURES  CORPORATION
                                                (Registrant)



Date:  October  24,  2005                         By:/s/  "Laurence  Stephenson"
                                                  ------------------------------
                                                     Laurence  Stephenson
                                                  Chief  Executive  Officer,
                                                  President  and  Director


Date:   October  24,  2005                        By:    /s/  "Louise  Murphy"
                                                  ----------------------------
                                                        Louise  Murphy
                                                 Chief  Accounting  Officer,
                                        Chief  Financial  Officer  and  Director



                                      -40-
<PAGE>






MADSEN & ASSOCIATES, CPA'S INC.                     684 East  Vine  Street,  #3
Certificate  Public  Accountants and                   Murray, Utah,  84107
Business Consultants Board                         Telephone  (801)  268-2632
                                                         Fax  (801)  262-3978


Board  of  Directors
Tylerstone  Ventures  Corporation
Vancouver  B.  C.  Canada

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  audited  the  accompanying  balance  sheet  of  Tylerstone  Ventures
Corporation  (pre-exploration stage company) at August 31, 2005, and the related
statements  of  operations,  stockholders'  equity, and cash flows for the years
ended  August  31,  2005  and  2004  and  the period September 24, 1998 (date of
inception)  to  August  31,  2005.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management  as  well as
evaluating  the  overall  balance sheet presentation.  We believe that our audit
provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Tylerstone Ventures Corporation
at  August  31,  2005,  and  the related statements of operations, stockholders'
equity  and  cash  flows  for  the  years ended August 31, 2005 and 2004 and the
period  September 24, 1998 (date of inception) to August 31, 2005, in conformity
with  accounting  principles generally accepted in the United States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going concern.  The Company will need additional
working  capital  for its planned activity and to service its debt, which raises
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans in regard to these matters are described in the notes to the
financial statements.  These financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


Salt  Lake  City, Utah                    /s/  "Madsen & Associates, CPA's Inc."
September  29,  2005


                                      -41-
<PAGE>







                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                                 BALANCE  SHEET

                                 August 31, 2005

<TABLE>
<CAPTION>




ASSETS
<S>                                                            <C>
CURRENT ASSETS

     Cash . . . . . . . . . . . . . . . . . . . . . . . . . .  $         -
                                                               ------------

              Total Current Assets. . . . . . . . . . . . . .  $         -
                                                               ------------




LIABILITIES

CURRENT LIABILITIES

    Accounts payable - related parties. . . . . . . . . . . .  $    47,232
    Accounts payable. . . . . . . . . . . . . . . . . . . . .       66,843
                                                               ------------
          Total Current Liabilities . . . . . . . . . . . . .      114,075
                                                               ------------

STOCKHOLDERS' DEFICIENCY

     Common stock
           25,000,000 shares authorized, at $0.001 par value,
           2,120,000 shares issued and outstanding. . . . . .        2,120

     Capital in excess of par value . . . . . . . . . . . . .       47,330

     Deficit accumulated during the pre-exploration stage . .     (163,525)
                                                               ------------

           Total Stockholders' Deficiency . . . . . . . . . .     (114,075)
                                                               ------------

                                                               $         -
                                                               ============
</TABLE>








   The accompanying notes are an integral part of these financial statements.


                                      -42-
<PAGE>






                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                           STATEMENTS  OF  OPERATIONS

                For the Years Ended August 31, 2005 and 2004 and
      the Period September 24, 1998 (Date of Inception) to August 31, 2005

<TABLE>
<CAPTION>




                                                           SEPT. 24,
                                                            1998 TO
                              AUGUST 31,     AUGUST 31,    AUGUST 31,
                                2005            2004         2005
                            ------------  -------------   ----------
<S>                         <C>           <C>                <C>
SALES. . . . . . . . . . .  $         -   $          -   $        -

EXPENSES . . . . . . . . .       43,496         25,870      163,525
                            ------------  ------------  -----------

NET LOSS . . . . . . . . .  $   (43,496)  $    (25,870)  $ (163,525)
                            ============   ============  ===========



NET LOSS PER COMMON SHARE

     Basic . . . . . . . .  $     (0.02)  $      (0.01)
                            ============  =============


AVERAGE OUTSTANDING SHARES

     Basic and diluted . .    2,120,000      2,120,000
                            ============  =============
</TABLE>



















   The accompanying notes are an integral part of these financial statements.


                                      -43-
<PAGE>





                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
        Period September 24, 1998 (Date of Inception) to August 31, 2005

<TABLE>
<CAPTION>




                                                                     CAPITAL IN
                                               COMMON     STOCK       EXCESS OF    ACCUMULATED
                                                SHARES       AMOUNT    PAR VALUE      DEFICIT
                                              ----------     -------  ----------  -------------
<S>                                                                 <C>         <C>      <C>         <C>
BALANCE, SEPTEMBER 24, 1998
    (date of inception). . . . . . . . . . . .         -  $       -   $        -   $        -

Issuance of common stock for cash
    at $0.001 per share - April 2, 1999. . . .   950,000        950             -           -

Issuance of common stock for cash
    at $0.01 per share - April 9, 1999 . . .     270,000        270         2,430           -

Capital contributions - expenses . . . . . .           -          -         6,600           -

Net operating loss for the period ended
August 31, 1999.                                       -          -             -      (17,815)

Capital contributions - expenses . . . . .             -          -         2,200             -

Net operating loss for the year ended
    August 31, 2000. . . . . . . . . . . . .           -          -             -       (18,943)

Capital contributions - expenses . . . . . .           -          -         2,500             -

Net operating loss for the year ended
     August 31, 2001 . . . . . . . . . . . .           -          -             -       (18,558)

Issuance of common stock for cash at
    $0.001 per share - October, 2001 . . . .     900,000        900             -             -

Capital contributions - expenses . . . . . .           -          -         6,000             -

Net operating loss for the year ended
    August 31, 2002. . . . . . . . . . . .             -          -             -       (18,683)

Capital contributions - expenses . . . . . .           -          -        10,400             -

Net operating loss for the year ended
    August 31, 2003. . . . . . . . . . . . .           -          -             -       (20,160)

Capital contribution - expenses. . . . . . . .         -          -        10,600             -

Net operating loss for the year ended
   August 31, 2004 . . . . . . . . . . . . .           -          -             -       (25,870)

Capital contribution - expenses. . . . . . . .         -          -         6,600             -

Net operating loss for the year ended
    August 31, 2005. . . . . . . . . . . . .           -          -             -       (43,496)
                                              ----------    -------    ----------  -------------

BALANCE AS AT AUGUST 31, 2004. . . . . . . .   2,120,000  $   2,120   $    47,330   $  (163,525)
                                              ==========    =======    ==========  =============
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -44-
<PAGE>



                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                           STATEMENTS  OF  CASH  FLOWS

                For the Years Ended August 31, 2005 and 2004 and
      the period September 24, 1998 (Date of Inception) to August 31, 2005

<TABLE>
<CAPTION>





                                                                             SEPT. 24, 1998
                                                                                    TO
                                               AUGUST 31,       AUGUST 31,      AUGUST 31,
                                                  2005             2004            2005
                                            -------------     ------------   --------------
<S>                                         <C>               <C>             <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . .  $    (43,496)     $    (25,870)   $    (163,525)

     Adjustments to reconcile net loss to
          net cash provided by
          operating activities:

    Changes in:
          Accounts payable . . . . . . . .         36,896           15,270          114,075
          Capital contributions - expenses          6,600           10,600           44,900
                                            -------------      -----------      ------------

               Net Cash from Operations. .              -                -           (4,550)
                                             ------------       ----------      ------------

CASH FLOWS FROM
      FINANCING ACTIVITIES:

          Proceeds from issuance of
               common stock. . . . . . . .              -               -           4,550
                                            -------------     -----------    ------------

     Net Increase (Decrease) in Cash . . .              -               -               -

     Cash at Beginning of Period . . . . .              -               -               -
                                            -------------     -----------    ------------

     CASH AT END OF PERIOD . . . . . . . .  $           -   $           -   $           -
                                            =============      ==========     ===========
</TABLE>





SCHEDULE  OF  NONCASH  OPERATING  ACTIVITIES

     Contribution  to capital - expenses - 1999 - 2005                $  44,900
======


   The accompanying notes are an integral part of these financial statements.


                                      -45-
<PAGE>



                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS
                                 August 31, 2005

1.     ORGANIZATION

     The  Company  was  incorporated  under the laws of the State of Delaware on
     September 24, 1998 with the authorized common stock of 25,000,000 shares at
     $0.001  par  value.

     The  Company  was  organized  for  the  purpose of acquiring and developing
     mineral  properties. At the balance sheet date mineral claims, with unknown
     reserves,  had been acquired. The Company has not established the existence
     of  a  commercially minable ore deposit and has not reached the development
     stage  and  is  considered  to  be  in  the  pre-exploration  stage.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Accounting  Methods
     -------------------

     The  Company  recognizes income and expenses based on the accrual method of
     accounting.

     Dividend  Policy
     ----------------

     The  Company  has  not yet adopted a policy regarding payment of dividends.

     Earnings  (Loss)  Per  Share
     ----------------------------

     Basic  net  income  (loss)  per  share  amounts  are  computed based on the
     weighted  average number of shares actually outstanding. Diluted net income
     (loss)  per share amounts are computed using the weighted average number of
     common shares and common equivalent shares outstanding as if the shares had
     been  issued on the exercise of the common share rights unless the exercise
     becomes antidilutive and then only the basic per share amounts are shown in
     the  report.

     Estimates  and  Assumptions
     ---------------------------

     Management uses estimates and assumptions in preparing financial statements
     in  accordance  with  generally  accepted  accounting  principles.  These
     estimates  and  assumptions  affect  the reported amounts of the assets and
     liabilities,  the  disclosure of contingent assets and liabilities, and the
     reported  revenues  and  expenses.  Actual  results  could  vary  from  the
     estimates  that  were  assumed  in  preparing  these  financial statements.

     Financial  Instruments
     ----------------------

     The  carrying amounts of financial instruments are considered by management
     to  be  their  estimated  fair  value  due  to their short term maturities.


                                      -46-
<PAGE>


                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS
                                 August 31, 2005

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

     Income  Taxes
     -------------

     The  Company  utilizes the liability method of accounting for income taxes.
     Under  the  liability  method  deferred  tax  assets  and  liabilities  are
     determined  based  on  differences  between financial reporting and the tax
     bases  of the assets and liabilities and are measured using the enacted tax
     rates  and laws that will be in effect when the differences are expected to
     be  reversed.  An allowance against deferred tax assets is recognized, when
     it  is  more  likely than not, that such tax benefits will not be realized.

     On  August  31,  2005  the Company had a net operating losses available for
     carry  forward of $163,525. The income tax benefit of approximately $49,000
     from  the  loss  carry forward has been fully offset by a valuation reserve
     because  the  use  of  the  future  tax benefit is undeterminable since the
     Company  has no operations. The loss carry over will expire in 2019 through
     2025.

     Unproven  Mineral  Claim  Costs
     -------------------------------

     Cost  of  acquisition,  exploration,  carrying  and  retaining  unproven
     properties  are  expensed  as  incurred.

     Environmental  Requirements
     ---------------------------

     At  the report date environmental requirements related to the mineral claim
     acquired  are  unknown and therefore any estimate of any future cost cannot
     be  made.

     Financial  and  Concentration  Risk
     -----------------------------------

     The  Company  does  not  have any concentration or related financial credit
     risk.

     Revenue  Recognition
     --------------------

     Revenue is recognized on the sale and delivery of product or the completion
     of  services  provided.

     Advertising  and  Market  Development
     -------------------------------------

     The Company will expense any advertising and marketing development costs as
     incurred.


                                      -47-
<PAGE>




                         TYLERSTONE VENTURES CORPORATION
                         (Pre-Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS
                                 August 31, 2005

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

     Recent  Accounting  Pronouncements
     ----------------------------------

     The  Company  does  not expect that the adoption of other recent accounting
     pronouncements  will  have  a  material impact on its financial statements.

3.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTY

     Officers-directors  have  acquired 57 % of the outstanding common stock and
     have  made  demand,  no  interest  loans  to  the  Company  of  $47,232 and
     contributions  to  capital  of  $44,900  by  payment  of  Company expenses.

4.     AQUISITION  OF  AN  UNPROVEN  MINERAL  CLAIM

     The  Company  acquired  a  single mineral claim of 1,235 acres known as the
     Tylerstone  situated  within  the  Lillooet  Mining  Division  of  British
     Columbia.  The  property  is  located  approximately  80  air-miles
     north-northwest  of Vancouver, British Columbia. The expiration date of the
     claim  is  February  24,  2006.  The renewal cost of these claims is $3,411
     Canadian.  The  costs  of  staking  and  filing  have  been  expensed.

5.     CAPITAL  STOCK

     Since  its  inception the Company has completed private placement offerings
     of  2,120,000  common  shares  for  $4,550.

     On  May  18,  2004  the  Company  authorized  the  registration and sale of
     3,000,000  common  shares  at $0.10. The Company completed the registration
     and  anticipates  the  sale  of  the  shares  during  November  2005.

5.     GOING  CONCERN

     The  Company  intends  to  seek  business opportunities that will provide a
     profit, however, the Company does not have the working capital necessary to
     be  successful  in  this  effort  and  to  service  its  debt, which raises
     substantial  doubt  about  its  ability  to  continue  as  a going concern.
     .
     Continuation  of the Company as a going concern is dependent upon obtaining
     additional  working capital and the management of the Company has developed
     a  strategy,  which  it  believes  will  accomplish  this objective through
     additional  loans  to  related  parties, and equity funding (Note 5), which
     will  enable  the  Company  to  operate  for  the  coming  year.


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