SecProbe.io

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Mail Stop 3561

            July 6, 2005

Keith Andrews c/o
Empire Stock Transfer Inc.
7251 West Lake Mead Blvd, Suite 300
Las Vegas, Nevada  89128

Re:  	Northern Way Resources, Inc.
      Registration Statement on Form SB-2
      Filed on June 10, 2005
      File No. 333-125699

Dear Mr. Andrews:

      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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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. Your disclosure indicates that you are a development stage
company
established four months ago and that you have not commenced
business
operations nor realized any revenues from your planned operations.
It
therefore appears that your proposed business may be commensurate
in
scope with the uncertainty ordinarily associated with a blank
check
company.  Accordingly, please revise your disclosure throughout
your
registration statement to comply with Rule 419 of Regulation C or
provide us with an explanation of why Rule 419 does not apply.

Prospectus Cover Page
2. We note that the selling shareholders will sell your shares at
$0.10 per share until your shares are quoted on the OTC Bulletin
Board, and thereafter at prevailing market prices or privately
negotiated prices.  Please clarify to indicate there is no
assurance
that your shares will be quoted and to be quoted on the OTC
Bulletin
Board, a market-maker must file an application on your behalf in
order
to make a market for your common stock.
3. Please state prominently on the front cover page of your
prospectus
the fact that your auditors have issued a going concern opinion.
4. Clarify that the shares being offered include all outstanding
shares with the exception of those held by the President.  In this
regard also state that the President owns sufficient shares to
substantially control operations of the company.

Summary, page 6
5. We note that to date, you have not conducted any exploration on
your sole mineral property asset.  Please also state that because
you
have received no revenues from operations, you have received a
going
concern opinion from your auditors.
6. Please include in your summary that you have only one employee,
Keith Andrews, who is your sole officer and director.  Also
disclose
that he has no experience in mineral exploration and that he only
spends 20% of his time on the business.
7. In the interest of completeness, please indicate in the first
paragraph, as stated elsewhere, that you acquired your interest in
the
claim for $7,000.

The Offering, page 6
8. Please add a separate paragraph that briefly explains how the
absence of a public market for the common shares impacts share
liquidity.  You state that your $0.10 price per share was
determined
based upon the price of your last sale of common stock.  Since
there
is no established public market for your shares, please discuss
the
factors you considered in determining this price.

Summary Financial Information, page 7
9. The cash, total assets, and total stockholders` equity balances
in
your Summary Financial Information table do not agree with the
corresponding balance sheet amounts.  Please revise.

Risk Factors, page 7
10. Please revise the caption to the first risk factor, "If We Do
Not
Obtain Additional Financing, Our Business Will Fail," to also
indicate
that you do not have any arrangements for additional financing.
11. You indicate on pages 7 and twenty-four that you currently
have
sufficient funds to conduct the phase one and two exploration
programs.  However, after paying the estimated expenses of the
offering, it appears that you will only have sufficient funds on
hand
to conduct phase one of the exploration program.  Since we are
under
the assumption that the offering expenses will be paid prior to
initiation of your exploration program, please revise your
disclosures
to clearly indicate the funds you will have available for your
exploration program after payment of the offering expenses.
Please
ensure you also disclose whether the remaining funds will be
sufficient to finance both phases or only phase one of the
exploration
program.
12. You disclose at the bottom of page 7 that your sources of
financing will be the sale       of equity capital and, although
not
currently contemplated, the sale of a partial interest in your
property.  This disclosure appears inconsistent with your Note 1
disclosure which indicates that additional funding will also be
available through advances from your sole director.  Please revise
or
advise.
13. Please add an additional risk factor that indicates that
because
your president has no technical experience in mineral exploration,
your business has a higher risk of failure.
14. Revise your heading to delete the reference to "Burdensome"
government regulation.  It is a subjective term and you state in
the
paragraph that you will incur "modest" costs.  If that is the
case,
further revise this risk factor to clearly indicate the risk.

Plan of Distribution, page 15
15. Please alert investors at the beginning of this section that
there
is currently no market for any of your shares, and that you cannot
give any assurance that the shares offered will have a market
value,
or that they can be resold at the offered price if and when an
active
secondary market might develop, or that a public market for your
securities may be sustained even if developed.
16. In this regard, please provide comprehensive disclosure as to
how
and when you expect to have your shares listed or traded.  For
example, if you anticipate being quoted on the OTC Bulletin Board,
clarify how long this takes and whether you have engaged a market
maker to apply for quotation on the OTC Bulletin Board on your
behalf.
Explain what effect quotation on the OTC Bulletin Board will have
on
your liquidity.
17. In this discussion, clarify the manner in which the
shareholders
intend to offer the shares.

Interests of Named Experts and Counsel, page 19
18. In accordance with Item 509 of Regulation S-B, please include
a
reference to the geological consultant whose consent is filed as
an
exhibit to your filing.

Biographical Information, page 16
19. You state that Mr. Andrews does not have any professional
training
or technical credentials in the exploration, development and
operations of mines.  Please indicate what, if any measures he has
taken to familiarize himself with your business.
Description of Business
In General, page 20
20. Expand this section to clearly indicate whether you own the
land
or just the mineral rights on the property.  If you do not own the
underlying land, state the owner and your relationship to them.
State
your relationship, if any, to Terry Loney.
21. You state that your claims will be valid as long as you incur
at
least $2400 of assessment work prior to January 27, 2006.  In this
regard, please indicate what constitutes an "assessment" and what
the
requirements are to extend it on an annual basis.  In addition, is
it
extended in perpetuity if you meet annual requirements?

River Gold Claim Mineral Property Purchase Agreement, page 21
22. We note you paid $7,000 for the River Gold claim.  Please
explain
whether this price is comparable to other similar claims, if any,
in
this area.

Mineralization, page 21
23. Please explain "spatial association."

Exploration History, page 21
24. You indicate that no known exploration activity has occurred
on
the River Gold property.  Briefly explain if any other exploration
activity has taken place in the same area and if so, the results
of
that activity.  Also explain if your decision to purchase this
claim
was based solely on the geological report of Mr. Jobin-Bevins.
25. Also, please discuss your options and the steps you anticipate
taking if you find a viable store of minerals in your claim.  In
this
regard, provide information regarding the quantities necessary for
you
to go forward.  Further, to the extent that you discuss your
future
operations, please provide the status of development and indicate
the
timeframe for which you anticipate commencing these operations.
We
may have further comments after reviewing your revised prospectus
disclosure.

Compliance with Government Regulation, page 22
26. Please refer to the second paragraph.  You state:  "when our
exploration program proceeds..."  Please revise to qualify your
statement since there is no assurance that your program will
proceed.

Plan of Operations, page 24
27. You indicate that your plan for the next twelve months is to
complete the recommended phase one and two exploration programs on
the
River Gold property.  Please enhance your disclosure to provide a
more
in-depth discussion of these programs including the details of
your
expected spending of $5,000 on phase one and $15,000 on phase two.
Also, please provide more detail on the types of general and
administrative expenses included in the additional $15,000 you
expect
to spend.
28. We note you have not retained a geologist for your exploration
work.  Please  describe your plans in this regard.  Explain what
is
required and the expected availability of a qualified geologist.
29. We note that you estimate your total cash requirement over the
next twelve months to be approximately $30,000, of which $15,000
of
administrative expense will be incurred regardless of whether you
initiate phase one of your exploration program.  Please disclose
how
you expect to fund your operations over the next twelve months in
the
event that you are unable to attract equity financing from the
sale of
your common stock.  In particular, disclose the amount of funding
you
expect to receive from related party advances under this scenario
and
whether these advances together with available cash on hand will
be
sufficient to cover your anticipated administrative expenses and
the
cost of phases one and two of your exploration program.  Also
disclose
whether initiation of phase one is dependent on raising additional
capital or if you intend to initiate phase one prior to obtaining
the
estimated $30,000 needed for the next 12 months.

Note 1 - Nature and Continuance of Operations
30. Please disclose your fiscal year-end.

*	*	*	*	*

      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 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 Act of 1933
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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      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.

      You may contact Andrew Blume, Staff Accountant, at (202)
551-
3254 or William Choi, Senior Staff Accountant, at (202) 551-3216,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Anita Karu, Attorney-Advisor, at
(202) 551-3240, or me at (202) 551-3725 with any other questions.

      Sincerely,

      							H. Christopher Owings
      Assistant Director

cc:	Keith Andrews
	Northern Way Resources, Inc.
	Fax:  (604) 681-2161

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Northern Way Resources, Inc.
July 6, 2005
Page 1

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