Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[X]       Preliminary Proxy Statement
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[   ]       Definitive Proxy Statement
[   ]       Definitive Additional Materials
[   ]       Soliciting Material Pursuant to Section 240.14a-12

REVELSTOKE INDUSTRIES, INC.
(Name of Registrant as Specified in Charter)

NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTE: This Schedule 14A Preliminary Proxy Statement supersedes the Schedule 14C Preliminary Information Statement filed by Revelstoke Industries, Inc. on October 26, 2006.

This Preliminary Proxy Statement is being filed with the SEC pursuant to Rule 14a-6 of the Securities Exchange Act of 1934. Revelstoke Industries, Inc. intends to release a Definitive Proxy Statement substantially in the form hereof to its shareholders on or about December 4, 2006, although such date (as well as the other dates as set forth in this Preliminary Proxy Statement) are subject to change in the discretion of Revelstoke Industries, Inc., in compliance with any and all applicable laws, rules and regulations.

NOTICE IS HEREBY GIVEN that the Board of Directors (the "Board of Directors") of Revelstoke Industries, Inc., a Nevada corporation (the "Company"), is soliciting the written consent and approval from the shareholders of the Company's common stock to take corporate action approving and consenting to the following matter without the necessity of holding a special meeting of the shareholders:

1. Resolved that the Articles of Incorporation of the Company be amended to increase the authorized capital of the Company from 50,000,000 shares of common stock to 200,000,000 shares of common stock with the same par value of $0.001 per share.

Your attention is directed to the Consent Statement accompanying this Notice which more fully describes the foregoing proposal. The Board of Directors has fixed the close of business on November 27, 2006, as the record date (the "Record Date") for the determination of the shareholders entitled to vote on the corporate action for which consent and approval is being solicited.

This Notice of Consent Requested From Shareholders Without A Special Meeting, together with the Consent Statement and the accompanying Consent/Proxy card is to be first mailed to Company shareholders on or about December 4, 2006. The Board of Directors has fixed the close of business on December 27, 2006, as the date by which written consents and approvals are to be received by shareholders of record of a majority of the issued and outstanding common stock to effect the action on the proposal for which action is being sought. Shares can be voted only if the holder completes, signs and returns the Consent/Proxy form concerning the proposal for which consent and approval is being solicited by the Board of Directors of the Company.

The Board of Directors requests that you vote in connection with the corporate action upon which consent and approval is being solicited. To insure your participation you are urged to mark, date, sign and return the enclosed Consent/Proxy as promptly as possible.

YOU MAY REVOKE YOUR CONSENT/PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING CONSENT STATEMENT AT ANY TIME BEFORE ACTION AUTHORIZED BY SIGNED CONSENTS/PROXIES BECOMES EFFECTIVE.

By: /s/ Marcus M. Johnson
Marcus M. Johnson
President, Chief Executive Officer, Principal Executive Officer and a director
December u , 2006

__________

This Consent Statement and the accompanying Consent/Proxy card are furnished to the holders of common stock of Revelstoke Industries, Inc., a Nevada corporation (the "Company"), by the Board of Directors of the Company (the "Board of Directors"), in connection with the solicitation of written consents from shareholders of the Company to take action by shareholder consent as specified herein without the necessity of holding a special meeting of the shareholders, as permitted by Nevada law.

The Board of Directors is asking the shareholders of common stock of the Company to consent in writing and approve the following matter:

1. Resolved that the Articles of Incorporation of the Company be amended to increase the authorized share capital of the Company from 50,000,000 shares of common stock to 200,000,000 shares of common stock with the same par value of $0.001 per share (herein the "Increase in Authorized Share Capital").

The Board of Directors approved, and recommended the shareholders of the Company approve, the Increase in Authorized Share Capital pursuant to a written consent dated November 22, 2006. If the Increase in Authorized Share Capital is approved by the shareholders of the Company, the Increase in Authorized Share Capital will be effected by the filing of a Certificate of Amendment to the Articles of Incorporation of the Company with the Secretary of State of Nevada.

This Consent Statement, together with the Notice of Consent Requested From Shareholders Without A Special Meeting and the accompanying Consent/Proxy card is to be first mailed to Company shareholders on or about December 4, 2006.

The Increase in Authorized Share Capital and the consequential amendment to the Articles of Incorporation require approval of the Company's shareholders under Nevada corporate law. The elimination of the need for a special meeting of shareholders to approve the Increase in Authorized Share Capital is authorized by Section 78.320(2) of the Nevada Revised Statutes (the "NRS") which provides that the written consent of shareholders holding at least a minimum of the necessary voting power may be substituted for such a special meeting. Pursuant to NRS Section 78.390(1)(b) and the Articles of Incorporation of the Company, a majority of the voting power is required in order to approve amendment to the Company's Articles of Incorporation to effectuate the Increase in Authorized Share Capital. In order to eliminate the costs and management time involved in holding a special meeting, and in order to effect the Increase in Authorized Share Capital as early as possible to accomplish the purposes of the Company as hereafter described, the Board of Directors voted to proceed with the Increase in Authorized Share Capital by obtaining the written consent of shareholders holding a majority of the voting power of the Company. The Company has no provision in its Articles of Incorporation which affects or alters the procedure for obtaining consent from shareholders as set forth herein. Also, the Company's Bylaws specifically authorize the taking of action upon written consent of shareholders owning at least a majority of the voting power without a meeting as set forth herein.

In the case of this solicitation of consents, written unrevoked Consents/Proxies from holders of record of a majority of the issued and outstanding shares of common stock as of the record date must be delivered to the Company to effect the action as to which shareholder consent and approval is being sought hereunder. The deadline for the delivery to the Company of written Consents/Proxies is the close of business on December 27, 2006.

The Board of Directors has fixed the close of business on November 27, 2006, as the record date (the "Record Date") for the determination of shareholders entitled to approve the Increase in Authorized Share Capital. Only shareholders of the Company as of the Record Date are entitled to tender and submit to the Company written Consents/Proxies whereby they vote on the Increase in Authorized Share Capital described herein. As of November 22, 2006, there were 37,200,000 shares of common stock outstanding. The common stock constitutes the sole outstanding class of voting securities of the Company. Each share of common stock entitles the holder thereof to one vote on all matters submitted to shareholders.

Solicitation of consents by the Board will initially be made by mail, but may also be made in person or by mail, telephone, telecopy, telegram, facsimile or other means of communication by Directors, Officers and regular employees of the Company for no additional or special compensation. In addition, brokerage houses, banks, nominees, trustees, custodians and other fiduciaries may be requested by the Company to forward proxy solicitation materials for shares of common stock held of record by them to the beneficial owners of such shares, and such fiduciaries will, upon request, be reimbursed by the Company for their reasonable out of pocket expenses incurred in connection therewith. The cost of solicitation of written Consents/Proxies to approve and consent to the corporate action described herein will be borne by the Company.

The corporate action proposed herein will be adopted when properly completed, unrevoked Consents/Proxies are signed by the holders of record of Company shareholders having a majority of the voting power of the outstanding shares of common stock and submitted to the Company; provided, however, that all Consent/Proxies will expire, unless delivered and present to the Company, by the close of business on December 27, 2006. Because a consent to corporate action is effective only if expressed by holders of record of majority of the voting power of the outstanding shares of common stock, the failure to execute a Consent/Proxy has the same effect as the withholding of consent for any proposal.

The Company plans to present the results of a successful solicitation with respect to the corporate action proposed herein as soon as possible. Shareholders are requested to tender and submit their completed Consent/Proxy form to the Company at the following address:

Abstentions and "broker non-votes" (shares held of record by brokers or nominees which are not voted on a particular matter because the broker or nominee has not received voting instructions from the beneficial owner of such shares and does not have discretionary voting power with respect to that matter) will be treated as votes against the Increase in Authorized Share Capital.

If a Consent/Proxy card is properly signed and returned to the Company on or before the close of business on December 27, 2006, unless properly revoked, the shares represented by that Consent/Proxy card will be voted in accordance with the instructions specified thereon. If a Consent/Proxy card is properly signed and returned to the Company on or prior to December 27, 2006, at the address above, without voting instructions, it will be voted "FOR" the Increase in Authorized Share Capital.

An executed Consent/Proxy form may be revoked by a shareholder at any time before expiration by marking, dating, signing and delivering to the Company a written revocation before the time that the action authorized by the executed Consent/Proxy becomes effective. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the Consent/Proxy previously given is no longer effective. The delivery of a subsequently dated Consent/Proxy form which is properly marked, dated, signed and delivered to the Company will constitute a revocation of any earlier Consent/Proxy.

The Board of Directors is seeking shareholder approval to amend the Company's Articles to increase the authorized share capital of the Company from 50,000,000 shares of common stock to 200,000,000 shares of common stock with the same par value of $0.001 per share. The purpose of this proposed Increase in Authorized Share Capital is to make available additional shares of common stock for issuance for general corporate purposes, including financing activities, without the requirement of further action by the shareholders of the Company. The Board of Directors has considered potential uses of the additional authorized shares of common stock, which may include the seeking of additional equity financing through public or private offerings, establishing additional employee or director equity compensation plans or arrangements or for other general corporate purposes. Increasing the authorized number of shares of the common stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of common stock in most cases without the expense or delay of seeking further approval from the shareholders. The Company is at all times investigating additional sources of financing which the Board of Directors believes will be in the Company's best interests and in the best interests of the shareholders of the Company.

The shares of common stock do not carry any pre-emptive rights. The adoption of the Increase in Authorized Share Capital will not of itself cause any changes in the Company's capital accounts.

The Increase in Authorized Share Capital will not have any immediate effect on the rights of existing shareholders. However, the Board of Directors will have the authority to issue authorized shares of common stock without requiring future approval from the shareholders of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized shares of common stock are issued in the future, they will decrease the existing shareholders' percentage equity ownership interests and, depending upon the price at which such shares of common stock are issued, could be dilutive to the existing shareholders. Any such issuance of additional shares of common stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock of the Company.

One of the effects of the Increase in Authorized Share Capital, if adopted, however, may be to enable the Board of Directors to render it more difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management. The Board of Directors would, unless prohibited by applicable law, have additional shares of common stock available to effect transactions (including private placements) in which the number of the Company's outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of the Company which the shareholders of the Company might view as desirable.

The following table sets forth information as of November 22, 2006, concerning: (i) each person who is known by the Company to be the beneficial owner of more than 5% of the Company's outstanding common stock as well as by each of our current directors and executive officers and (ii) the beneficial ownership of the Company's outstanding common stock by the Company's directors and officers as a group.