SecProbe.io

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Mail Stop 6010

									September 8, 2005

W. Ross C. Corace
Chief Executive Officer
MailTec, Inc.
469 S. Cherry Street - #207
Denver, CO  80246

Re:  	MailTec, Inc.
Form SB-2 Registration Statement
	File No. 333-127347

Dear Mr. Corace:

      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
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.

Comments applicable to the entire filing

1. You indicate on the cover page and elsewhere in the document
that
Oakwood Enterprises, Inc. is an unaffiliated Nevada corporation.
However, Nevada public records show a company called Oakwood
Enterprise, Inc. and another company called Oakwood Enterprises
Corp.
The records also show that the registration of the first company
has
been "permanently revoked" and the registration of the second
company
was "revoked" October 10, 2000.  W. Ross C. Corace, the
registrant`s
CEO, is identified as the president of these companies.  It thus
appears that Oakwood is an affiliated, rather than an unaffiliated
entity.   Also, If Oakwood`s registration has been revoked, it is
unclear to us how that company could currently have shareholders,
or
what legal authority the directors and principal shareholders have
to
take actions on behalf of Oakwood.   Please delete the references
describing Oakwood and Mailtec as unaffiliated companies.  Please
identify the directors and principal shareholders of Oakwood and
clarify the status of Oakwood with the State of Nevada.  Also,
explain the legal basis underlying the actions taken by  Oakwood`s
directors and principal shareholders if it is not a registered
corporation, and describe the relationships between the two
companies.  We may have additional comments.

2. Rule 415 requires that the offering of the securities being
registered for sale by the company begin promptly and be
continuous.
Please tell us, and disclose in the document`s Plan of
Distribution
section, how you will comply with this requirement.

3. We note your intention to continue this offering through
December
31, 2006 and the selling security holder`s intention to continue
his
offering through December 31, 2007.  Please refer to Item 512(a)
of
Regulation S-B and Section 10(a)(3) of the Securities Act which
govern  your ongoing obligation to update the information in your
registration statement.  You will need to file a post-effective
amendment at least once each year to satisfy your Section 10(a)(3)
updating requirement.  You may include the quarterly results set
forth in each Form 10-QSB in your registration statement by means
of
a sticker so long as such information does not constitute a
fundamental change in the information set forth or included in the
registration statement.

4. Although you currently have no operations and no employees, a
good
deal of the disclosure in this document is written as if you are
an
operating business.  For example, in risk factor no. 11 you say
that
"in some countries where we operate..." and "in many countries, we
face vigorous competition from government-owned or sponsored
postal
services."  This is inappropriate.  Please revise the entire
document
to eliminate any suggestions that you are an operating business
and
clearly indicate that you are discussing what you hope to do in
the
future.

5. When you file your first amendment, please include page numbers
in
the filing.  Also, use bold face type, underlining or some other
method that clearly distinguishes headings, subheadings and
narrative
disclosure from each other.

 Prospectus Cover Page

6. Please limit the information presented on the cover page to the
information specified in Item 501(a) of Regulation S-B.  You must
also limit the cover page to a single page.

7. Please replace the reference to "the selling security holder"
with
the name of that person and identify his position with the
company.

8. Please revise the cross reference to the risk factor section so
that it is in bold face type and stands apart from the other
information on the page.

Prospectus Summary

9. The information in your summary is too vague too be meaningful
to
a potential investor.  The disclosure should clearly state that
you
have not yet begun operating.  Please expand it to explain more
specifically what you intend to do.  Also disclose whether you
have
yet lined up any customers.  If you have, identify them.  If you
have
not, briefly discuss what steps you will need to take before you
will
be ready to seek customers and how long you estimate it may take
to
accomplish those steps.

10. You use terms in the summary that are not likely to be
familiar
to investors not involved in your industry.  Please explain, at
the
first place you use the terms, what "bulk mail expediting"
consists
of, what a secured mailing facility is, and what "flat mail drop
shipping" is.

Use of Proceeds

11. Please relocate your "Use of Proceeds" section so that it
appears
somewhere in the document after the risk factors.

12. Please refer to Rule 170 under the Securities Act.  You may
not
include information purporting to give effect to the receipt and
application of any part of the proceeds from the sale of your
securities unless the securities are being offered to investors
through underwriters on a firm commitment basis.  Please revise
the
disclosure in this section accordingly.  The revised disclosure
should indicate the priority of each purpose if all of the
securities
are not sold.  Also, disclose how proceeds will be allocated at
various aggregate levels of proceeds.  For example, $500,000,
$1million, etc.  Please see Item 504 of Regulation S-B.

Risk Factors - page 2

13. You state that MailTec`s business is subject to "numerous risk
factors, including the following..."  This suggests that you have
not
included all material risks relating to an investment in your
company.  Please revise the disclosure to eliminate this
suggestion
and confirm to us that you have included all material risks.

14. On the whole, the information in your risk factors is too
vague
and ambiguous to be meaningful to potential investors.  Please
revise
them so that they explain how each risk applies to an investment
in
your business, specifically.  Each risk factor should contain a
factual context, quantified to the extent practicable, sufficient
to
enable an investor to evaluate the risk and its consequences for
the
company.

Our cash balances held with certain banks may exceed the insurance
limits...

15.  Please clarify what you mean by "U.S. Bank."  Also, clarify
whether you currently maintain accounts above the $100,000 limit.
Please explain why this is a risk to you and why you cannot
deposit
funds in more than one bank.

We are in an intensely competitive industry...

16. Please quantify the number of your competitors and identify
your
most significant ones by name.   You should identify specifically
which ones are local, regional and national competitors.  Also,
identify specifically, the geographical area in which you will
conduct your business.

17. You say that you may not be able to compete on price with your
competitors.  Please expand the risk factor to explain the basis
on
which you expect to compete.

18. Please explain briefly here, and in more detail in the
business
discussion, why you believe you can compete successfully in such
an
intensely competitive industry, particularly one that you have
identified as undergoing rapid consolidation and one in which
combined entities are, as you indicate, "competing aggressively
for
business at low rates."  It is not clear from the risk factor, or
the
discussion in the Business section, what you have to offer that
will
distinguish you from other businesses in your industry, and, in
particular, what about your proposed operations will enable you to
compete in such an environment.

19. You identify the U.S. Postal Services as a competitor, but you
do
not explain how the postal service will compete.  We are not aware
that the postal service provides the kinds of services that you
intend to offer.  Please explain this briefly here, and in greater
detail in the business section.  Also, explain what you mean
specifically when you say that the postal service may be able to
obtain government subsidies or to subsidize operating costs
through
profits from their monopoly operations.  Isn`t the post office a
self-funded governmental body?

20. The discussion under "Business Operations" indicates that your
"core business" will be the preparation of bulk mail for delivery
to
the postal service`s Denver Sectional Center Facility and that it
will be the post office, not you, that actually delivers the mail
you
prepare.  Please ensure that this is clearly described in the risk
factor.

Strikes, work stoppages and slowdowns by our employees can
negatively
affect our results of operations.

21. We don`t understand what information you are trying to convey
with the statement that "As our competitors have grown in size and
strength, we face permanent loss of customers if we are unable to
provide uninterrupted service."  Please revise the disclosure to
clearly explain what you mean by this statement.  The revised
disclosure should clearly indicate that you currently have no
operations.

22. This risk factor seems to assume the existence of a bargaining
unit even though you currently have no employees.  The revised
disclosure should explain why you are making this assumption about
your future operations.  We may have further comment.

Our failure to comply with applicable government regulation could
result in substantial fines or possible revocation of our
authority
to conduct our operations

23. Your readers are not likely to know what regulations you are
subject to.  Please specifically identify the most significant of
them, and briefly explain how a failure to comply with them could
adversely affect your operations.

24. In the subheading you refer to your "authority to conduct our
operations."  Please explain where this authority comes from and
whether you currently have all of the "authority" you need to
conduct
your operations.  If not, please explain, briefly, what you need
to
do to obtain this "authority" and how long it will take.  In
addition, provide a more detailed discussion the Business section.

Economic and other conditions in the international markets in
which
we operate can affect demand for our services and our results of
operations.

25. The statements you make in this risk factor are inconsistent
with
the statements on the previous page regarding your competition.
There, you indicate that you will compete primarily in the United
States.  Please reconcile the inconsistent statements in the two
risk
factors.

26. The information in the risk factor is too vague to be
meaningful.
Please explain why you may experience adverse tax consequences,
for
example, and what you mean by "currency exchange and inflation
risks."

Increases in aviation and motor fuel prices can negatively affect
our
results of operations.

27. Please identify the "entities" that you utilize "to forward
our
mail to zip codes out of our region.  Also, you refer to "our
aircraft" but we are unable to locate any disclosure in the
document
about aircraft that you own or expect to purchase.  Please revise
the
risk factor to explain specifically what you are referring to.

28. You say that you "cannot assure" readers that your supply of
these products will continue uninterrupted.  This implies that you
currently have such a supply.  Please identify the arrangements
you
have made for the supply of these fuels.  If you have none,
discuss
the risk you face without such an arrangement.  In addition,
provide
a more detailed discussion of this in the Business section.

Our operating results are subject to cyclical and seasonal
fluctuations.

29. Please identify the types of industries and customers that
experience significant fluctuations in demand.  Also, since you
have
no operations, it is inappropriate to state that you "serve
numerous
industries and customers..."

30. You refer to "in-house research" indicating that you will
experience your best operating results in the second and fourth
quarters of each year.  Please provide us with a copy of this
research marked to show the location of the information you are
relying on in support of the statements in this risk factor.

The Distribution

31. We note that you discuss the distribution of the shares being
registered in multiple places in the prospectus.  Please provide
all
of the information about the three different plans of distribution
in
a single place in the prospectus, under appropriate subheadings.

32. Please expand the discussion to explain why it was necessary
for
Oakwood to obtain the approval of its independent directors for
the
distribution of the Mailtec shares.  Also, explain why Oakwood
determined that it would be in the best interest of MailTec to
distribute the shares to the Oakwood shareholders.

33. Please explain how the distribution of a total of 73,064
shares
of Mailtec stock to 490 persons is likely to create a market for
the
MailTec shares.

34. Please tell us why you have not included ownership information
for the Mailtec shares being dividended by Oakwood, or revise the
document to include that information.

Selling Security Holder

35. Instead of referring to the "selling security holder" in this
discussion, identify him by name.  Also identify his position
with,
and his interest in, the company.

36. It appears that the selling security holder has a conflict of
interest in regards to the sale of these shares, as he is also
going
to be the person offering the 1, 250,000 shares being registered
for
sale by the company.  Please discuss this conflict and explain how
it
will be resolved.

37. Expand the discussion to discuss the application of Regulation
M
to the sale of these securities at the same time as the selling
security holder is offering securities on behalf of the company.

Business Operations

38. Please provide the factual basis for your claim that the use
of
your services, rather than the use of First-Class mail will result
in
savings to your customers of "up to 30%."  Is this the amount of
the
discount the postal service gives for presorted standard-drop
shipments of first-class mail?

39. Please explain the significance of your statement that Mailtec
has no plans to become automated within the next twelve months.
Please explain what "automated" refers to in the context of your
proposed business.  Explain how you will perform your proposed
services in the absence of automation.  We may have additional
comments.

40. You say that you pick up, sort and transport mail "into the
destination United States Postal Service facility closest to the
ultimate delivery point."  This statement is inconsistent with the
statement above that you will be delivering the mail to the Denver
Sectional Facility.  Does this mean that you will only be serving
the
Denver area?  If so, you should revise the disclosure to clearly
indicate that local nature of the services you will provide.

41. You refer to