SecProbe.io

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MAIL STOP 05-11

December 2, 2004

Ms. Deljit Bains, President
Pacific Northwest Productions, Inc.
12577 61st Avenue
Surrey, B.C.
Canada V3X 3L6

      Re:	Pacific Northwest Productions, Inc.
   Registration Statement on Form SB-2
      File No. 333-119985
      Filed October 27, 2004

Dear Ms. Bains:

      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.

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

General
1. We note that there are several other companies called Pacific
Northwest Productions involved in similar industries.  Please
include
information to eliminate any possible confusion.

Cover
2. A "best efforts" offering is generally understood to involve an
underwriter.  As there is not an underwriter involved in this
offering, please consider deleting the language that refers to the
offering as being made on a "best efforts" basis.  Otherwise,
supply
the language required under Item 501(a)(9)(iii) of Regulation S-B.
3. Please clarify that the sales price will be fixed at $0.10 per
share.
4. Please highlight the risk factor cross-reference by prominent
type
or in some other similar manner.  See Item 501(a)(5) of Regulation
S-
B.
5. Please include page numbers in the Table of Contents.  See Item
502(a) of Regulation S-B.
6. Please relocate the dealer prospectus delivery obligation to
the
outside back cover page of the prospectus.  See Item 502(b) of
Regulation S-B.

Summary of Prospectus, page 5
7. Revise the heading to indicate that you are describing the key
or
most significant aspects of the offering rather than highlighting
some information and delete the qualifying language in the second
sentence of the first paragraph and the penultimate sentence of
the
second paragraph.
8. Under "Our Business," please disclose the fact that you are
paying
the expenses associated with this offering and indicate the
amount.
9. Immediately following "Summary Financial Information," disclose
that your auditors have expressed substantial doubt as to your
ability to continue as a going concern and that the $30,000 you
have
in cash was generated through the sale your securities.

Our Business
10. The company is described as a "development stage" company, or
a
company in the "formative stages and has not fully commenced
business."  We note the disclosure on page 29 under Result Of
Operations which states "we are presently in the exploration stage
of
our business."  This is a term that is industry specific and may
be
confusing to the reader.  Please revise. Your attention is
directed
to Securities Act Industry Guides: Disclosure for Oil and Gas
Operations - Guide 2.

Risk Factors, page 6
11. Indicate in the introductory paragraph of "Risk Factors" that
you
are discussing all material risks in that section.
12. Please avoid the generic conclusions you reach in several of
your
risk factor headings and narratives that the risk could "damage"
or
"have a negative impact" or "adversely affect" your business
prospects, operating results and/or financial condition.  Instead,
replace this language with specific disclosure of how your
business,
results and operations would be impacted. See risk factors 1, 3,
4, 5
and 6.
13. The heading to risk factor 1 states that you have yet to
attain
profitable operations.  Please revise this language to clarify
that
you have yet to commence operations.
14. Risk factor 6 is generic and could apply to any company.  In
both
the heading and the narrative, please explain how any perceived
conflicts of interest would affect your operations and revenues.
In
addition, please disclose in the narrative the number of hours per
week each of your officers and directors will contribute to
company
business.
15. The second paragraph to risk factor 9 appears to discuss risks
distinct from the heading.  These include (1) the fact that your
officers and directors will control the company and (2) the
consequences that may result if selling shareholders sell a large
number of shares at once or in blocks.  Please discuss each of
these
as separate risks with separate and appropriate risk factor
headings.
16. Please include as an additional risk factor the fact that you
have no full-time employees and no employment agreements with
either
of your officers and directors.
17. Please include as an additional risk factor the fact that you
have not secured any sources of additional funding and that any
funds
that become available may not be on terms acceptable to the
company
and/or may result in significant dilution to existing
shareholders.

Forward-Looking Statements, page 11
18. Please delete the word "will" from your list of forward
looking
statements.

Selling Security Holders, page 11
19. Please indicate if any of your selling stockholders in this
prospectus are affiliates of broker-dealers.  Please include a
representation, if true, that each affiliate of a broker-dealer
(1)
purchased your securities in the ordinary course of business; and
(2)
at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.  If you cannot
provide
this representation, please advise.

Plan of Distribution, page 13
20. In the first full paragraph, you state that the "sales price
to
the public is fixed...." Please delete "to the public."
21. Please reconcile the offering expenses of $11,250 on page 14
with
the offering expenses in Part II.
22. In the last sentence of the paragraph discussing Regulation M
on
page 14, you state that the selling shareholders are advised that
a
post-effective amendment to the prospectus may be required to
reflect
material changes.  Please revise this statement so that it is
clear
the obligation to file such a post-effective amendment rests with
the
company.  See Item 512(a) of Regulation S-B.
Security Ownership of Certain Beneficial Owners and Management,
page
17
23. Please provide the beneficial ownership information as of the
most recent practicable date.  See Item 403(b) of Regulation S-B.
Description of Securities, page 18
24. Please reconcile the number of shares of authorized capital
stock
on page 18 (100,000,000) with your articles (75,000,000).
25. Under "Nevada Anti-Takeover Provisions" on page 18, you state
that your "articles of incorporation and bylaws do not state that
these provisions do not apply."  Your bylaws do state in Article
VI,
section 6.08, that these provisions do not apply.  Please
reconcile.
Disclosure of Commission Position of Indemnification for
Securities
Act Liabilities, page 19
26. Under "Reports to Security Holders," you state that upon the
filing of this registration statement, you will become subject to
the
Exhange Act reporting requirements.  As you will not become
subject
to the Exchange Act reporting requirements until this registration
statement is declared effective, please revise.
Description of Business, page 19
27. Please state, if true, that the company does not consider
itself
a blank check as that term is defined in Regulation C, Rule 419,
and
does not intend to merge with or acquire another company now or in
the foreseeable future.

Products and Services
28. Please elaborate on the market for your product and services,
including the geographic market(s) you intend to serve.  See Item
101(b)(1) of Regulation S-B.
29. Reference is made to the conversion step-by-step process on
page
20.  Please clarify the total cost and amount of time required to
perform all steps and indicate which steps are performed manually
and
which are automatic.  For those steps that are automated, please
explain the process and equipment employed.  For those steps that
are
performed manually, discuss the amount of time and labor required.
30. Please discuss whether any capacity constraints exist that
might
limit your ability to fully satisfy demand for your products and
services.  In this regard, we are referring to equipment,
production,
and labor constraints.
31. Under "Conversion Packages," please explain "Scene Index."

      Software and Equipment
32. Please discuss more fully what your software, hardware, and
computer system needs are.
Competition
33. Please discuss your competitive advantage(s) as well as the
methods of competition in your industry.  See Item 101(b)(4) of
Regulation S-B.

Distribution (new heading)
34. Please include the disclosure required under Item 101(b)(2) of
Regulation S-B.

      Employees
35. According to the filing the company has no full time employees
and two part-time employees.  Neither Deljit Bains nor Davinder
Bains
has any experience in the industry you propose to enter.  They
lack
the formal scientific or technical training in video production,
marketing and/or sales.  This lack of training could result in a
total failure of the proposed operations.  Please reconcile this
to
the disclosure that "it is management`s opinion that Deljit and
Davinder will be able to handle these business responsibilities on
a
part a time basis."
36. In view of the risks posed by your officers and directors`
lack
of training in your proposed industry, the company will have to
rely
on the technical services of others to instruct its officers and
directors.  If the company is unable to contract for the services
of
such individuals, it maybe impossible to pursue your business
plans.
Please provide full and clear disclosure concerning all persons
whose
activities will be material to the operations o the company.
37. Supplementally, please confirm that personal funds were used
to
purchase the common stock issued to Deljit and Davinder in
connection
with the formation and capitalization of the registrant and that
such
funds were not loaned or otherwise provided to the purchasers.
Please see Item 26, Recent Sales Of Unregistered Securities.
Please
also confirm that there are no agreements or understandings for
any
officer or director to resign at the request of another person and
that none of the officers and directors are acting, directly or
indirectly, on behalf of any other person.
38. We note the disclosure that PNP intends to hire third party
independent contractors for development of the website and to host
such website and that these persons will be under the supervision
of
the company`s officers and directors. Disclose whether or not
independent consultants (or advisors) may be hired on a retainer
basis to manage business operations. Consider the criteria that
will
be used to hire independent consultants regarding their
experience,
the services to be provided, the term of service, etc. and add
appropriate disclosure.  Consider whether any of the registrant`s
officers, directors or promoters have in the past used particular
consultants (or advisors) on a regular basis and, if so, advise as
to
the probability that such officer, director or promoter will
recommend that the registrant hire these particular consultant(s)
(or
advisors).
39.  According to the disclosure on page 26, the company intends
to
hire independent contractors for development of the website and to
host its website.  Currently the company is in the process of
negotiating and retaining a website developer and a hosting party
for
its website.  Please reconcile the disclosure to the risk factor
section on page 8, which states the company is currently
developing
its website and the initial layout, design and functionality
drawings
have been completed.

Management`s Discussion and Analysis or Plan of Operation, page 27
	Plan of Operation/Milestones
40. Please update the proposed milestones as necessary, including
dates.  Disclose the total cost necessary to implement all three
phases.  Since you do not appear to have commenced any operations
until only recently, please revise your milestones to extend 12
months from mid-October.  See Item 303(a)(1) of Regulation S-B.
41. Please allocate the estimated $4,000 cost to purchase a system
among its component parts, i.e. software, hardware, printing,
computer, etc.
42. Please revise the date in Phase II when you anticipate
commencing
conversion of VHS videotape.  It is currently 2004.
43. Reference is made to Phase III, where you state video cameras
continue to be a popular gift.  Please substantiate this
statement.
In addition, consider including an additional risk factor
discussing
the material impact increased sales of digital camcorders, and
other
similar recording devices that are not analog, will have on your
business and results of operations on a forward looking basis.
Include similar disclosure in the Plan of Operation section.
Results of Operations
44. Disclose your cash balance and amount of working capital as of
the most recent practicable date both in this section and in the
Liquidity and Capital Resources section.
45. We note that you have "no plans to purchase any significant
equipment" during the next 12 months.  We also note that you are
in
the process of reviewing different computer systems and software
technologies.  Please reconcile.

Description of Property, page 30
46. Please disclose with whom you have a verbal month-to-month
lease
agreement.

Certain Relationships and Related Party Transactions, page 30
47. Item 404 of Regulation S-B requires that you provide the
relevant
disclosure with respect to shareholders holding 5% or more of your
shares, not 10%.  Please revise the second bullet point to reflect
this.

Market for Common Equity and Related Stockholder Matters, page 30
48. Reference is made to the last sentence of this heading.
Please
clearly indicate that you will be considered a penny stock and
therefore subject to the rules governing the same.
49. Under "Holder of Our Common Stock," you refer to the "date of
this Registration Statement."  Please revise "Registration
Statement"
to "prospectus."

Executive Compensation, page 32

50. While we recognize that compensation has not been paid, Item
402(b) of Regulation S-B requires that there be a summary
compensation table.

Financial Statements

   Independent Auditors` Report
51. The title of the report should be revised to reflect the form
in
PCAOB Auditing Standard No. 1.

   General
52. The financial statements should be updated to include audited
financial statements for the latest period, as required by Item
310(a) of Reg. S-B.
53. Any amendment should include a current consent of the
independent
public accountant.

Part II

Signatures
54. Please have your principal accounting officer sign in that
capacity.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by th