SecProbe.io

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Mail Stop 3561

                    September 7, 2005

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

Re:  	Northern Way Resources, Inc.
      Amendment No. 2 to Registration Statement on Form SB-2
      Filed August 29,  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.

Interim Financial Statements, page 31
1. We note that you have replaced your audited financial
statements
with unaudited interim financial statements.  Please amend your
filing
to include both sets of financial statements.  If you elect to
present
both your audited and unaudited periods together by adding
additional
columns in one set of financial statements, only the interim
period
column should be labeled "unaudited."

Interim Statement of Stockholders` Equity, page 35
2. The June 30, 2005 balances do not sum correctly.  Please
revise.

***

      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, President
	Northern Way Resources, Inc.
	Fax:  (604) 681-2161

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Keith Andrews, President
Northern Way Resources, Inc.
September 7, 2005
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