SecProbe.io

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Mail Stop 3561

      November 2, 2005

Via U.S. Mail and Fax
Cecelia Pineda
Chief Executive Officer
Northtech Corporation
Suite 421-1917 West 4th Avenue
Vancouver, British Columbia
Canada V6J 1M7

	Re:	Northtech Corporation
		Form SB-2 filed October 5, 2005
		File No. 333-128822

Dear Ms. Pineda:

      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. We note that you reference industry research throughout the
document, such as those provided by Wendy Close, research director
with Gartner Inc., and Karen Smith, research director of the
Aberdeen
group, among others.  Please provide us with marked copies of any
materials that support these and other third party statements
cited
in the registration statement, clearly cross-referencing a
statement
with the underlying factual support.  Confirm for us that these
documents are publicly available.  To the extent that any of these
reports have been prepared specifically for this filing, file a
consent from the party.

Registration Statement Facing Page
2. We note that you plan to rely on Rule 415 to conduct a
continuous
offering of your securities.  Please add a box to the cover page
of
the registration statement and mark that box to indicate that you
are
relying on Rule 415.  Please see Interpretation D.36 of the
Division
of Corporation Finance Manual of Publicly Available Telephone
Interpretations, found on the web at
http://www.sec.gov/interps/telephone/1997manual.txt.

Fee Table, page 2
3. Please revise the fee table to register the warrants underlying
the units to be offered and sold under the Form SB-2.

Prospectus Cover Page, page 3
4. Indicate that you intend to seek to have market-makers quote
the
shares on the Over the Counter Bulletin Board, as disclosed on
page
10.
5. Please clarify that your common stock will be sold on your
behalf
by Ms. Pineda.  Also disclose that Ms. Pineda will not receive any
commissions or proceeds from the offering for selling the shares
on
your behalf.
6. As to your disclosure of proceeds from the exercise of purchase
warrants, please revise to clarify that the indicated amount of
proceeds assumes the exercise of all of the warrants within a
three-
year period.

Dealer Prospectus Delivery Obligation, page 4
7. In your response letter, and considering the disclosure in your
Plan of Distribution section, explain to us in what way the
dealers`
prospectus delivery obligation would be applicable to your
offering.
You may omit this language to the extent it is not applicable.

General Information about Our Company, page 5
8. Revise to discuss in the prospectus summary and risk factors
sections that the proceeds received from investors will not be
held
in an escrow or trust account.  In addition, briefly disclose the
lack of any assurances that Ms. Pineda will be in a position to
return funds to investors in your offering in the event you are
unable to sell the 2 million units.  Your new risk factor should
also
address the risk that the company may prematurely use the offering
proceeds before the satisfaction of the all or none condition.
9. Briefly indicate what you anticipate your two database programs
will do for your potential clients.

Risk Factors, page 6

General
10. Please remove mitigating language from your risk factors
section.
For example, we note that there are numerous mitigating statements
in
the risk factor captioned: "Because we do not currently have any
patent or trademark protection..." (page 8), such as:

* "Despite efforts to protect our proprietary rights, such as our
designs and brand name...";
* "We believe that our software programs will be unique...";
* "We currently keep all such information in locked computer
databases...";
* "We rely on informal copyright laws...."
11. We note your statement on page 23 that Northtech Corporation
intends "to file the registration papers for our business license
in
the province of British Columbia, Canada once we have completed
the
development of our software products and commence marketing
operations in Canada."  Please tell us, in your response to this
comment, whether you must obtain a business license in order to
market and sell your product in British Columbia.  If so, and to
the
extent material, revise your summary and risk factors section to
disclose to investors that you may be unable to obtain the
licensing
required for the marketing and sale of your software products.

Use of Proceeds, page 11
12. Disclose your intended use of proceeds assuming the exercise
of
any of the warrants being registered.

Dilution of the Price you Pay for Your Shares, page 12
13. Please disclose and quantify the further dilution to new
investors that will occur upon the exercise of all warrants.

Terms of the Offering, page 14
14. Clarify under what circumstances you will extend the offering
period for an additional 90 days and how you will notify potential
investors of such as extension.  Address whether investors are
permitted to rescind the purchase of your securities during the
offering period.  Also disclose the circumstances that will lead
you
to terminate the offering.

Exhibit Index, page 46
15. Please file a form of the warrant agreement as an exhibit to
the
registration statement.

Undertakings, page 46
16. Delete the undertaking required by Item 512(d) of Regulation
S-B,
as you are not registering securities for sale in an underwritten
offering.  Similarly remove the undertaking required by Item
512(f)
since you are not relying upon Rule 430A to omit information from
your prospectus.

Exhibit 5.1
17. File a revised legality opinion whereby counsel opines that
the
warrants are legal and binding obligations of the registrant.
18. Counsel states that "[t]he Company`s existence and form is
valid
and legal pursuant to the representation above."  Revise the
opinion
to confirm that counsel has independently verified the company`s
legal existence and form.
19. Please remove the statement from the legality opinion that
counsel "is licensed to practice in the State of California."
Because counsel is opining on Nevada law, this is an inappropriate
jurisdictional qualification.

Exhibit 99
20. Revise this exhibit to remove the reference to Rotoblock
Corporation.

*	*	*	*

      As appropriate, please amend your Form SB-2 in response to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please file on EDGAR 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 that
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 this action 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 may 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.

      Please contact Derek Swanson, Staff Attorney, at (202)551-
3366,
or me at (202) 551-3810 with any other questions.

								Sincerely,

								/s/ Michele M. Anderson
								Michele M. Anderson
								Legal Branch Chief

cc:	Michael M. Kessler, Esq.
	Via Facsimile: (916) 239-4008

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Cecelia Pineda
Northtech Corporation
November 2, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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