Mail-Stop 4561
								November 14, 2006

Via facsimile and U.S. Mail
Mr. Randy Cheveldave
Chief Executive Officer and Chief Financial Officer
Yaletown Capital, Inc.
Suite 200- 3083 Grandview Hwy.
Vancouver, B.C. V5M 2E4

Re:    Yaletown Capital, Inc.
                      Amendment No. 1 to Form SB-1
	          File No. 333-136621
                      Filed October 30, 2006

Dear Mr. Cheveldave:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

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

Management Team, page 21
1. Revise to indicate the number of hours per week (or full-time)
Mr.
Cheveldave will work for the Company.

Financial Statements
General
2. Please revise the Statement of Stockholders` Equity to clearly
label and distinguish the six months ended September 30, 2006 as
unaudited.


Balance Sheet, page 31
3. We note your response to comment 17 of our letter dated
September
8, 2006.  It appears the maximum limit of the shareholder loan
contains a typo.  Please revise your filing to properly disclose
the
maximum limit of the shareholder loan.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

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

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

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

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

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







Any accounting questions should be directed to Matthew Komar at
(202)
551-3781 or Don Walker, Senior Assistant Chief Accountant at (202)
551-3490. All other questions regarding the comments may be
directed
to Michael Clampitt at (202) 551-3434 or to me at (202) 551-3491.

						Sincerely,

						Todd Schiffman
						Assistant Director
						Financial Services Group



CC:	Via U.S. Mail and Fax: (817) 282-5886
	Aaron D. McGeary, Esq.
	The McGeary Law Firm
      405 Airport Fwy.
      Suite 5
      Bedford, Texas 76021


Mr. R. Cheveldave
Yaletown Capital, Inc.
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