SecProbe.io

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MAIL STOP 05-11

February 24, 2005

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
      Amendment No. 1 Filed February 3, 2005

Dear Ms. Bains:

      We have reviewed your amended 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.

Summary of Prospectus, page 5
1. Under "Summary Financial Information," you refer to $30,000
cash
you have in the bank.  Please revise.

Risk Factors, page 6
2. With respect to risk factor 8, the staff is confused with the
language "assuming completion of this offering."  Since the
company
will not receive any proceeds from the sale of any of the shares
of
common stock by the selling shareholders, it is unclear what
"completion of this offering" has to do with the company`s
proposed
business plans and this risk factor. Please revise the disclosure.
3. You disclose on page 32 that your "working capital is
sufficient
to pay for the costs of Phase I through Phase III of the business
development program, however, if [you] encounter unforeseen
expenses
or do not sufficiently generate revenues, [you] will need
additional
financing to continue our operations."  It is requested that such
information be disclosed as a risk factor.

Selling Security Holders, page 11
4. Please explain the reason for including Deljit Bains and
Davinder
Bains as selling security holders.

Plan of Distribution, page 13
5. Please reconcile the offering expenses of $11,250 on page 14
with
the offering expenses in Part II.  See prior comment 21.
Security Ownership of Certain Beneficial Owners and Management,
page
17
6. In prior comment 23, we asked that you provide the beneficial
ownership information as of the most recent practicable date.
Please
indicate the date.
Description of Securities, page 18
7. Please reconcile the number of shares of authorized capital
stock
on page 18 (100,000,000) with your articles (75,000,000).  File
the
articles as an exhibit and not as an attachment.
Description of Business, page 19

Principal Products, Services and Markets
8. We do not understand the reference to "the lab" in bullet point
3.
We also do not understand the reference to "128" in bullet point
4.
9. You disclose several times that there will be no labor costs to
the company associated with certain steps in the conversion
process
because those steps will be performed by your officers and
directors.
Do you intend to ever pay your officer and directors for their
services or will they always work for free?  Will they always
perform
these services or do you expect to hire employees?  If not, please
revise this disclosure to indicate what your expected labor costs
will be.
10. In bullet point 4, you state that the time involved will be
relevant to the number of chapters the customer would like to have
in
the chapter index on the final DVD.  Please disclose the amount of
time required per chapter.
11. In order to provide a better understanding of your ability to
satisfy demand, please disclose the number of one hour tapes you
expect to be able to process per day and what your operating hours
will be.

      Software and Equipment
12. Please explain the relevance of the various computer
components
listed on page 23 to your particular business or consider removing
this disclosure.  Computer jargon is not generally helpful unless
given context.
Competition
13. We note your disclosure that you believe you have features in
your packages that will be attractive and are reasonable priced
and
that is may give you a competitive advantage.  Please explain.
Are
these features different from your competitors?  Are your prices
lower?
14. Supplementally advise as to the impact personal home VHF-DVD
conversion systems may have on your business.  To the extent this
creates a material risk or uncertainty, disclose in the risk
factor
section and this section.  Discuss what impact this may have on
your
results of operations going forward.

Management Discussion and Analysis, page 29
15. Please update this disclosure to the latest practicable date.

Financial Statements

Independent Auditor`s Report
16. Please revise wording of audit report to be in accordance with
the auditing standards as set forth in Auditing Standard No. 1
issued
by the PCAOB.

General
17. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B, and
provide
a current consent of the independent accountants in any
amendments.

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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Any questions regarding the accounting comments may be
directed
to Angela Halac at (202) 824-5683.  Questions on other disclosure
issues may be directed to William Bennett at (202) 942-0135.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

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