SecProbe.io

UNITED STAT ES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 2 0549

       DIVISION OF
CORP ORATION FINANC E

Mail Stop 3561

December 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
  Amendment No. 1 to the Form SB-2
  Filed November 21, 2005
  File No. 333-128822

Dear Ms. Pineda:

We have reviewed your filing and yo ur November 20, 2005 response letter and
have the following comments.  Where indicat ed, we think you should revise your Form
SB-2 in response to these comments.   If you disagree with any of  our comments, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.  Please note that al l page number references are to the marked version of the
first amendment to the Form SB-2.

We welcome any questions you may have about our comments or on any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.

Cecelia Pineda
NorthTec h Corporation
Decem ber 2, 2005
Page 2
Amendm ent No. 1 to the Form  SB-2

Plan of Distribution, page 13

Term s of the Offering, page 14

1. Please note that if you decide to extend  the offering period, you should inform
investo rs that their money will be p romptly retu rned pursuant to the term s
described in the prospectus unless the investo rs make an affirm ative state ment to
you that they wish to subscr ibe to the extended offer.  NorthTech m ust receive the
investo r’s af firmative sta tement prior  to the original expiration date of the
offering.  Revise the “Term s of the Offeri ng” section to clarify that your com pany
will com ply with thes e requirem ents if the offering period is extended bey ond the
original expiration date.

Item 28—Undertakings, page 48

2. It appears th at you have om itted fro m the “Undertak ings” section d isclosure
required by Item  512(a) of Re gulation S-B, while also including language that is
not required by that particul ar item .  Please revise to  ensure your undertakings
comply with Item  512 of Regulation S-B.

* * * *

Please am end your Form SB-2 in response to these comm ents.  You m ay wish to
provide us with m arked copies of the am endm ent to expedite our review.  Please file on
EDGAR a cover letter with your am endment th at keys your responses to our comm ents
and provides any requested supplemental info rmation.  Detailed cover letters greatly
facilitate our review.  Please unders tand th at we m ay have addition al com ments after
reviewing your am endment and responses to our comments.

We direct y our attention  to Rules 46 0 and 461 regarding requ esting acceleration
of a registration statem ent.  Pleas e allow ad equate tim e after the filing of any am endm ent
for further review before subm itting  a reques t for acce leratio n.  Please provide th is
request at least two business days in a dvance of the requested effective date.

Cecelia Pineda
NorthTech Corporation
December 2, 2005
Page 3
 You may contact Robert Carroll, Staff Accountant, at (202) 551-3362 or Kyle
Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions regarding
comments on the financial statements and related matters.  Please contact Derek
Swanson, Staff Attorney, at (202) 551-3366, or me at (202) 551-3810 with any other
questions.

        S i n c e r e l y ,

        / s /  M i c h e l e  M .  A n d e r s o n
        M i c h e l e  M .  A n d e r s o n
        L e g a l  B r a n c h  C h i e f

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