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

                           FORM 10-KSB/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended December 31, 2005

[ ]Transition report Pursuant to Section 13 or 15(d) of the Exchange Act

                  Commission File Number: 333-128822

                          NORTHTECH CORPORATION
    ----------------------------------------------------------
         (Name of Small Business Issuer In Its Charter)

        Nevada                               20-2842514
 -------------------------------         ------------------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization         Identification No.)

    Suite 421 - 1917 West 4th Avenue
         Vancouver BC, Canada                  V6J 1M7
---------------------------------------     -------------
(Address of principal executive offices)      (Zip Code)

                             604-689-4088
                 --------------------------------
                    (Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.001

 THIS AMENDED ANNUAL REPORT IS BEING FILED TO INCLUDE THE CERTIFICATIONS
REQUIRED TO BE FILED PURSUANT TO SECTIONS 302 AND 906 OF THE SARBANES-OXLEY
ACT, WHICH WERE INADVERTENTLY OMITTED IN THE ORIGINAL FILING.

Indicate by check mark:

If the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes __ No X

If the  Registrant  is not  required to file reports pursuant to
Section 13 orSection 15(d) of the Act. Yes __ No X

Whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  YES: [X] NO: [ ]

If the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [X]

Whether the registrant is a large  accelerated  filer, an accelerated filer
or anon-accelerated  filer (as defined in Rule 12b-2 of the Act). Large
accelerated filer. Accelerated filer [ ]  Non-accelerated filer [X].

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [X]  No [ ]

We had no revenues for the fiscal year ended December 31, 2005.

Issuer has no non-voting common stock. Issuer had a total of 4,500,000
shares of common stock issued and outstanding at December 31, 2005,
all of which was held by its officers, directors and founders. Issuer
has no shares held by non-affiliates.

Some exhibits required to be filed hereunder, are incorporated herein
by  reference to Issuer's original Form SB-2 Registration Statement,
filed under File No.333-128822 on October 5, 2005, on the SEC website
at www.sec.gov.

Transitional Small Business Disclosure Format: Yes   No X


                      Safe Harbor Statement
                      ---------------------
This annual report contains forward-looking statements. All statements
other than statements of historical fact are forward-looking statements
for purposes of federal and state securities laws. Forward-looking statements
may include the words may, plans, estimates, anticipates, believes,
expects, intends and similar expressions. Although we believe that such
statements are based on reasonable assumptions, these forward-looking
statements are subject to numerous factors, risks and uncertainties that
could cause actual outcomes and results to be materially different from those
projected or assumed in our forward-looking statements. These factors, risks
and uncertainties include, among others, the following: our substantial level
of indebtedness; changes in the supply and/or demand and/or prices for our
products; the activities of competitors; changes in significant operating
expenses, including raw material and/or costs; changes in currency exchange
rates; changes in the availability of capital; general economic and business
conditions in the United States and elsewhere in the world; changes in the
regulatory environment; and our ability to operate as a stand-alone business.
Given these risks and uncertainties, we caution you not to place undue
reliance on forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements, either to reflect new developments
or for any other reason, except as required by law.


                        Available Information
                        ---------------------

Our Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
Current Reports on Form 8-K and all amendments to those reports that we
file with the Securities and Exchange Commission, or SEC, are available
at the SEC's public reference room at 100 F Street, N.W., Washington,
100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains a website at
www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC.



                             PART I
                             ======
Item 1. Business
----------------
General
-------
NorthTech Corporation was incorporated in the State of Nevada on May 13,
2005. We were formed to develop, expand and market two web-based database
programs - one for small business and the second for community sports teams
or groups. We currently have no patents on our programs and no patents
pending.  We have generated no revenues to date and have an accumulated
deficit of $19,586 as of December 31, 2005.

In October 2005, we filed a registration statement on Form SB-2 with the
U.S. Securities and exchange commission, which was made effective, without
comment, in late January 2006, subsequent to the date of this annual report.
No public market currently exists for our securities. The offering consists
of a total of 2,000,000 Units of our common stock, at a fixed price of $.05
per Unit for a period of 180 days from the effective date of the offering.
Each Unit consists of one share of common stock and one Common Stock Purchase
Warrant. Each Common Stock Purchase Warrant will entitle the holder to
purchase one share of common stock at a price of $.25 per share for a period
of three (3) years from the date of the offering. There is no required
minimum number of shares to be purchased by any individual purchaser. The
offering is "all-or-nothing", which means that we will have to sell all
of the Units before we can use any of the proceeds.  In the event we do not
sell all of the Units and raise all of the proceeds before the expiration
date of the offering, all funds raised will be returned promptly to
subscribers, without deductions or interest. The Units are being offered on
a "self-underwritten" basis, which means they will be offered and sold on
our behalf by Cecelia Pineda, our sole officer and director, who will
receive no commissions or proceeds therefor. At December 31, 2005 and as of
the date of the filing of this annual report, the offering has not yet been
sold out and closed.

Since we are a development stage, start up company, any investment in the
Units offered involves a high degree of risk.

We plan to develop/expand and market two database programs: one for small
business, designed to help them develop, maintain and keep control of
their customer base and information, and one for community groups or sports
teams, designed to organize the registration process for enrollees. If
we are successful in marketing these two programs, we will expand our
offerings to develop other database programs.

We are in the development stage and have not yet generated any revenues. We
are wholly dependent on the receipt of the proceeds of the offering in order
to continue developing our programs and fully implement our business plans.



                                  1
<PAGE>


Our Proposed Business
---------------------
General
-------
There are three major stages to our proposed business for the first year of
operation:

- - The first is two-pronged: to develop the 2 database programs so that they
are fully-functional, easy-to-use and secure for a large number of small
businesses and/or community sports teams and at the same time to establish
customer-focus groups to obtain their input for their needs and interests.

- - The second is to complete three stages of testing to ensure that the
programs are completely stable, secure from each other and have several
levels of access for any individual company.

- - And the final stage is also two-pronged: to set up and deliver the first
stages of our marketing program and to set up the plan for our customer
service division within the company.

The first of our database programs will be directed at small businesses to
help them develop, maintain and keep control of their customer information.
This will be an easy-to-use program, commonly known as a Customer
Relationship Management (CRM) program, that we are developing to address the
needs of small businesses. The second program is a registration and list-
creation program that is aimed at helping community sports groups - youth
sports teams and other community events - to organize their registration
processes. Although we hope to expand to other products in the future, at
present our only focus is to develop and bring to market these two programs
that are based on a proprietary code already in our possession that has
proven very functional for the small, personal business of our President. We
are currently in the research and development stage and have not yet
completed either of our software programs.

The foundation of our technology, including the proprietary code with which
we begin this project, was developed for and funded by our sole officer and
director, Cecelia Pineda, over a period of several years for use in her own
business. The development we will undertake, if we are successful in this
offering, will be to make the product accessible and customizable for an
infinite number of users. This will require that all sites have the ability
to import their personal logos and forms, are completely secure and have
several internal permission levels for any given company. We intend to
continue our research, development and testing efforts until we are certain
we have completed the best, most efficient model for sale and licensing.

The Software Programs/Products
------------------------------
A. Customer Relationship Management for Small Business - Customer Access Port

Customer Access Port (CAP) was developed because of our perception that most
of the current CRM programs on the market are aimed at large businesses and
demand complex, time-consuming attention that a small business has neither

                                2

<PAGE>


the time nor the resources to undertake. In this, as in many other areas, the
needs for small business are not the same as the needs for large business.
It is significantly more important for small businesses to develop and
maintain a strong body of satisfied customers. In the past experience of
our Management, developing new customers is much more costly than maintaining
current customers and yet small businesses, in their "busyness", have trouble
getting organized enough to properly attend to their current customers, even
though their very survival depends on it.

Our Customer Access Port (CAP) is aimed at small businesses with a staff of
under 300 employees and will allow each company to have a customer database
of thousands if they so desire. It is simple but fully integrated, and will
be fully secured, stable and functional when completed. At present, the
functionality is for one user. One of the main differences in our software
from those generally available in the marketplace today is that ours is fully
integrated with e-mail and web platforms and will allow the user company to
have private access to their own client information via a completely secure
web page.

We believe Customer Access Port (CAP) is the small business solution to
customer tracking and communication. When completed, we intend for the
program to allow companies to:

- - develop a fully-secured customer data base
- - maintain that customer base
- - access that database from any computer connected to the internet
- - update the database as necessary
- - merge their current database, if they have one, into the program
- - be able to sort the customer base in a variety of individualized
    preferences
- - be able to communicate desired information (promotions or changes in
    company policy) to all or certain groups of its customers
- - be able to receive communications from customers about their issues,
    preferences and requests
- - register all relevant customer information so that no matter who the
    customer communicates with, all employees have current and updated
    information they can refer to on the computer files. This can save endless
    frustration on the part of a customer who has a complaint or is trying to
    obtain a specific product.

It is our plan to expand the software and develop it to the point where it
is fully customizable for an infinite variety and number of small businesses.
The process to do this is complicated, but does not require new technology.
Nevertheless, until we have completed the development, we cannot guarantee
that we will be successful.

B.  Registration Lists for Coaches and Parent Volunteers - Team Access Port

When children wish to enter competitive sports leagues such as baseball,
soccer, hockey, figure skating, gymnastics etc., they are generally required
to do so according to their birth dates. Combine that with the availability


                                4

<PAGE>

or lack of ice, gym or field time available for each age group and you have a
nightmare for the parents and volunteers who are trying to ensure an
opportunity for each child in the community. Currently parents, instructors
and coaches who are involved with sports teams, dance groups and other
community programs, spend hundreds of hours each season making sure that
children are registered in the right group at the right time. The amount of
detail is immense and errors are frequent and frustrating for all involved.

Our web-based registration and list generation program - Team Access Port
(TAP) - will attempt to reduce the administrative burden on parents and
coaches and make the registration of the thousands of children who
participate in seasonal competitive sports a nearly foolproof process with
little or no room for error. Our goal is for our program to enhance the
dissemination of information among parents and team members and their coaches
and organizers so they can spend more time with the actual coaching, game or
function. In addition, it is our hope to save groups money by eliminating a
majority of the paperwork that is currently sent back and forth by mail or
hand delivered. Wait times could be reduced and directions and maps can be
readily available on their Internet site, allowing all concerned to plan
ahead and to know when and where they are going by logging into a computer
website.

The first nine months of our operation will be for development, testing and
market exploration, including initial market development, of these two
database programs and the last quarter will be spent in intensive marketing,
promotion and advertising.

Competition
-----------
The industry involved in the development and distribution of software
products is intensely competitive with respect to new and evolving
technologies and programs on a continuous basis. The number of general
software programs produced annually worldwide is in the thousands. The number
of programs with similarities to our programs, is in the dozens. There are
many well-established competitors for products similar to ours with
substantially greater financial and other resources than ours, including but
not limited to established businesses with loyal customers. Our major
competitors for the products we are developing are:

a) for the CRM program - Customer Access Port (CAP)
- - Siebel  - established 1993
- - Pivotal Corporation - established 1999 or earlier
- - salesforce.com - established 2000 or earlier
- - Maximizer - established 2002 or earlier
- - Sugar CRM - established 2004
- - Microsoft

b) for the online sports group registration program - Team Access Port (TAP)
- - Nortak Software Ltd - large software company, established 1976
- - League Athletics.com - established in 1998
- - Sporg Internet Corporation - established in April 2000
- - The Count Me In Corporation - established in 2003

                                5

<PAGE>

Although we believe that our products provide a service not yet offered by
these companies, ie., a program exclusively aimed at small business needs, we
cannot guarantee that our competitors will not develop a similar or better
product in the future and market it in the same price range or lower than our
products.

We believe the key to our success will lie in early entrance to the unique
niche that we perceive to be currently available and in the strong customer
service focus we plan to give our business.

Distribution Methods
--------------------
As our products are web-based, they will be distributed through the Internet.
As such, there will be no shipping costs or delays. We anticipate it may take
several hours to customize our software products for each specific client
and, therefore, project our delivery time will be within approximately 48
hours.

It is our intention to market our products using several different methods.
Initially, we will build a website where potential customers can go to learn
about our products and take a mini "test drive" of the product or products
they are interested in. All of our additional marketing and advertising will
always include this as an option because the internet is so readily available
to so many people.

We also intend to place articles in appropriate trade journals, prominent
newspapers and direct marketing campaigns to promote our products, as funds
allow.  Initially within the Vancouver area, we plan to send out special
invitations, solicit inquiries and encourage face-to-face contact meetings
with potential clients for the purpose of demonstrating the software and its
technology to potential customers. We expect this to be one very effective
opportunity to showcase the software and its unique qualities, prove its
capabilities, educate the potential buyer and establish essential
relationships. It is our intention to provide a financially and physically
accessible product option to small businesses who may not have the time or
money to involve themselves with costly and complicated software and
procedures, but who may have a need to develop, maintain and "work a
reliable, easy-to-use customer data base.

We will focus ourselves intensely on the service aspect of our business,
from the initial inquiry of a potential customer to the distribution and
support process. In an era when customer service seems to be almost a thing
of the past, we plan to build a strong, customer-service oriented
organization. It is our perception that all customers are looking for a
product that serves their needs and they want service through the entire
purchase process, from beginning to end. We firmly believe that a strong
customer-service focus is as important to customer satisfaction as an
excellent product. In the long term, we believe a strong customer service
policy will lead to repeat customer business and word-of-mouth
recommendations.


                                5

<PAGE>

While we currently do not have the financial resources, or the need to
employ any customer service personnel, we do intend to develop a stringent
customer service policy and, when needed and as funds allow, will hire the
necessary staff to support that policy. At present, management will be
available from 8:00 a.m. to 5:00 p.m. PST. to answer inquiries by telephone
or e-mail or via voicemail.

Equipment
---------
Cecelia Pineda, our sole officer and director, currently provides use of her
computer and other office equipment including a printer, fax machine, scanner
and telephone for the company on a rent-free basis. We will continue this
arrangement for the first year of our development or until such time as it
becomes unmanageable. We expect the need for additional assistance will
emerge when we are in the marketing and distribution phase of our operation,
at which time we will establish separate company phone and fax lines.

Patents and Trademarks
----------------------
We currently have no patents or trademark protection on our programs.
Although we have considered taking this step and may determine it is
feasible to do so in the future, we will still have no assurance that doing
so will prevent competitors from using similar names, concepts or appearance.
We do have proprietary rights to the functional code, but do not have plans
to formally copyright or apply for patents in the future, as funds become
available to do so. We do intend to establish our domain name and logo as
quickly as practicable after completion of the offering.

Government Regulations and Approvals
-----------------------------------
We have obtained our Nevada Business License and intend 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. We will also apply for
both provincial and federal sales licenses in Canada at that time. These are
the only government approvals that we can determine are necessary at this
time. We are unaware of any other existing government regulations that will
affect our business.

Regulation of Internet - As far as we can determine, websites are not
currently subject to direct federal laws or regulations applicable to access,
content or commerce on the Internet.  However, due to the increasing
popularity and use of the Internet, it is possible that a number of laws and
regulations may be adopted with respect to the Internet covering issues such
as:

* privacy
* freedom of expression
* pricing
* content and quality of products and services
* taxation
* advertising
* intellectual property rights
* information security

                                6
<PAGE>

The adoption of any such laws or regulations might decrease the rate of
growth of Internet use, which in turn could decrease the demand for our
services, increase the cost of doing business or in some other manner have
a negative impact on our business, financial condition and operating results.
In addition, applicability to the Internet of existing laws governing issues
such as property ownership, copyrights and other intellectual property
issues, taxation, libel, and personal privacy is uncertain.  The vast
majority of such laws were adopted prior to the advent of the Internet and
related technologies and, as a result, do not contemplate or address the
unique issues of the Internet and related technologies.

We will abide by all copyright laws and will ensure that any copyrighted
information that is provided on our website or included in any or our
greeting card offerings has received approval from the source of the
copyright information. When using the information provided or refurbished
from other sources and to protect us from any potential intellectual
property claims, we will endeavor to obtain all necessary consents prior
to the use of the sources and will reference the sources to give full
credit where it is due.

Employees and Employment Agreements
-----------------------------------
We currently have no employees other than Cecelia Pineda, our sole officer
and director, who devotes approximately 30 hours per week to our business and
who will not be compensated for her time until and if we become profitable.
If we are successful in the offering, we intend to engage the services of
two unrelated third party private contractors to work with us on completing
the development and testing of our software programs and design our website.
We do not currently have any agreements, verbal or written, with Ms. Pineda
or any other proposed employee or independent contractor. We presently do not
have pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, we may adopt such plans in the future.  There
are presently no employee contracts, agreements or personal benefits
available to anyone associated directly or indirectly with the company.

ITEM 1A. Risk Factors
---------------------
Investing in our securities involves risks. Investors should carefully consider
the following risk factors and the other information in this report, including
our consolidated financial statements and related notes, before deciding to
purchase our common stock. If any of the following risks occur, our business,
financial condition and operating results could be adversely affected.

RISKS ASSOCIATED WITH OUR COMPANY:
---------------------------------
1. Since we are a development stage company, have generated no revenues
and lack an operating history, any investment in our common stock is highly
risky and could result in a complete loss of your investment if we are
unsuccessful in our business plans.
----------------------------------------------------------------------------
Our company was incorporated in May 2005 and we have not yet fully commenced
our proposed business operations or realized any revenues. We have no

                                7
<PAGE>

operating history upon which an evaluation of our future prospects can be
made. Such prospects must be considered in light of the substantial risks,
expenses and difficulties encountered by new entrants into our highly
competitive software industry. Our ability to achieve and maintain
profitability and positive cash flow is highly dependent upon a number of
factors, including our ability to attract and retain customers for our
software programs, while keeping costs to a minimum. Based upon current
plans, we expect to incur operating losses in future periods as we incur
significant expenses associated with the initial startup of our business.
Further, we cannot guarantee that we will be successful in realizing any
revenues or in achieving or sustaining positive cash flow at any time in the
future. Any such failure could result in the possible closure of our
operations or force us to seek additional capital through loans or additional
sales of our equity securities to continue business operations, which would
dilute the value of any common stock you own.

2. We are totally dependent on the proceeds from the offering to
implement our proposed business plans. We do not have any other sources
of funding and may be unable to find any such funding, if and when
needed, which could severely limit any possible revenues and result in
a failure of our business.
-----------------------------------------------------------------------
We are planning to use the proceeds of the offering to complete the
development, testing, expansion and marketing of our software programs. Other
than the proceeds we hope to receive from the public offering we are
conducting pursuant to our Form SB-2 registration, no other source of capital
has been identified or sought. Assuming we will sell all of the Units and
close the offering, we will receive the total proceeds of $100,000, less
offering expenses of $10,000, leaving us with a total of $90,000 cash.  In
addition to the $1,904 in cash we currently have in the bank, we will have a
total of approximately $91,904 in cash, assuming completion of the offering.
Our auditors have expressed substantial doubt as to our ability to
continue as a going concern.

3. Since our success depends upon the efforts of Cecelia Pineda, our sole
officer and director, and our ability to attract a fully qualified
programmer and web-designer, our failure to retain and/or attract these
individuals will negatively affect our business, operating results and
financial results. In addition, if we are successful in developing and
marketing our initial programs, we will likely need to hire additional
employees in order to service our customers and expand our operations. If
these employees are not available to us, we may be unable to expand our
business when we are ready to do so, which could result in possible revenue
losses.
---------------------------------------------------------------------------
Our business is highly dependent upon the efforts of Cecelia Pineda and
our ability to attract and retain key employees and management personnel.
In addition, we will require the services of a highly skilled computer
programmer and web-page developer almost immediately upon completion of this
offering when our business begins the development of our software products.
Competition for qualified personnel in this industry is intense and we may
not be able to hire or retain qualified personnel, if and when needed. We
cannot guarantee that our original computer programmer will contract with us

                                8
<PAGE>

or that we will be able to identify and/or hire qualified personnel as and
when they are needed for our operations. The loss of the services of Cecelia
Pineda, or the inability to attract qualified personnel, could have a
negative effect on our business operations, operating results and possible
revenues.

4. Our officer and director has conflicts of interest in that she may have
other activities that will prevent her from devoting full-time to our
operations, which may slow our operations and as a result may reduce our
financial results and possible revenues.
---------------------------------------------------------------------------
Our sole officer and director will not be compensated for her time, has
conflicts of interest as she may need to spend more time than is currently
estimated on other activities, preventing her from spending full-time on our
operation. Cecelia Pineda is a business consultant and takes on various
independent contracts. She will initially devote 30 or more hours per week to
our business but could, at some point in the future, take on a larger outside
contract which would consume more of her time. If this were to happen, it
could negatively affect our operations and reduce or limit our potential
earnings.

5. The software industry is highly competitive and if our products are not
well received or successful, we may be unable to generate revenues, which
could result in a total loss of your investment.
--------------------------------------------------------------------------
The technology industry is highly competitive with respect to products,
performance, quality and accessibility. There are numerous well-established
competitors, including national, regional and local developers and
distributors who have substantially greater financial, marketing, personnel
and other resources than our company.  There can be no assurance that we will
be able to respond to various competitive factors affecting our industry and
technology. The need for new software programs is also generally affected by
changes in consumer preferences, national, regional and local economic and
regulations and demographic trends.

6. Because we do not currently have any patent or trademark protection for
our software programs, there is no guarantee that someone else will not
duplicate our ideas and bring them to market before we do or make a better
product, either of which could severely limit our proposed sales and
revenues and impact our ability to become profitable.
--------------------------------------------------------------------------
We currently have no patents or trademarks on our programs or names. As
business is established and operations expand, we may seek such protection,
however, we currently have no plans to do so. We have no patent or trademark
rights, unauthorized persons may attempt to copy aspects of our business,
including our designs, programs and other proprietary information. There is
no guarantee that we will be able to protect our proprietary information and
brand names. Our success and ability to compete will depend in part on the
protection of the intellectual property and brand names and any infringements
or unauthorized use could adversely affect our potential to generate revenues
or produce a profit and could negatively affect your investment and the value
of your securities. Any encroachment upon our proprietary information,
including the unauthorized use of our brand name, the use of a similar name

                                9
<PAGE>

by a competing company or a lawsuit initiated against us for infringement
upon another company's proprietary information or improper use of their
trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business.
Litigation or proceedings before the U.S. or International Patent and
Trademark Offices may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets and domain name and/or to
determine the validity and scope of the proprietary rights of others. Any
such infringement, litigation or adverse proceeding could result in
substantial costs and diversion of resources and could seriously harm our
business operations and/or results of operations.  We are unaware of any
infringement upon our proprietary rights and/or brand name and have
not been notified by any third party that we are infringing upon any
proprietary rights.

Policing unauthorized use of our proprietary and other intellectual property
rights could entail significant expense and could be difficult or impossible.
In addition, third parties may bring claims of copyright or trademark
infringement against us or claim that certain of our processes or features
violate a patent, that we have misappropriated their technology or formats or
otherwise infringed upon their proprietary rights. Any claims of
infringement, with or without merit, could be time consuming to defend,
result in costly litigation, divert management attention, and/or require us
to enter into costly royalty and/or licensing arrangements to prevent further
infringement, any of which could increase our operating expenses and thus
prevent us from becoming profitable.

Our competitive position also depends upon unpatented trade secrets. Trade
secrets are difficult to protect. Our competitors may independently develop
proprietary information and techniques that are substantially equivalent to
ours or otherwise gain access to our trade secrets, such as through
unauthorized or inadvertent disclosure of our trade secrets. If this occurs,
our competitors may use our processes or techniques to develop competing
products and bring them to market ahead of us. This could prevent us from
becoming profitable.

RISKS ASSOCIATED WITH OUR SECURITIES:
------------------------------------
7. Buying low-priced penny stocks is very risky and speculative.
---------------------------------------------------------------
The shares of our common stock being offering are defined as "penny stocks"
under the Securities and Exchange Act of 1934. The Exchange Act and
such penny stock rules generally impose additional sales practice and
disclosure requirements on broker-dealers who sell our securities to persons
other than certain accredited investors who are, generally, institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 jointly with
spouse), or in transactions not recommended by the broker-dealer.  For
transactions covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must make
certain mandated disclosures in penny stock transactions, including the

                                10
<PAGE>


actual sale or purchase price and actual bid and offer quotations, the
compensation to be received by the broker-dealer and certain associated
persons, and deliver certain disclosures required by the Commission.
Consequently, the penny stock rules may affect the ability of broker-dealers
to make a market in or trade our common stock and may also affect your
ability to resell any shares underlying the Units you may purchase in this
offering in the public markets.

8. We are selling the offering without an underwriter and may be unable to
sell any Units.
----------------------------------------------------------------------------
Our offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell any Units; we intend to sell them through
our officers and directors, who will receive no commissions.  We intend to
hold investment meetings and invite our friends, acquaintances and relatives
in an effort to sell the Units; however, there is no guarantee that we will
be able to sell any of the Units.  In the event we are unable to sell all of
the Units in the offering, we will be forced to reduce or abandon our
proposed business operations until such time as additional monies can be
obtained, either through loans or financings.

9. Our common stock currently has no trading market and there is no
guarantee a trading market will ever develop for our securities. Therefore,
you may have difficulty selling any shares you purchase in the offering.
---------------------------------------------------------------------------
There is presently no public market for our securities. While we do intend
to apply for quotation in the Over-the-Counter Bulletin Board following
completion of the offering and implementation of our business plans, we
cannot guarantee that our application will be approved and our stock listed
and quoted for sale on any public market. If no market is ever developed for
our common stock, it will be difficult for you to sell any of our shares. In
such a case, you may find that you are unable to achieve any benefit from
your investment or liquidate your shares of common stock without considerable
delay, if at all.  In addition, if we fail to have our common stock quoted
on a public trading market, your common stock will not have a quantifiable
value and it may be difficult, if not impossible, to ever resell your shares
of common stock, resulting in an inability to realize any value from your
investment.

10. Our sole director has voting control of our common stock, which could
result in shareholder decisions being made on matters you may not agree
with or that may not necessarily be of benefit to you as a shareholder.
-------------------------------------------------------------------------
Because our sole officer and director controls a large percentage of our
common stock, she has the power to control our management and its
decisions. Our sole director owns a total of 4,500,000 shares, which will
be approximately 69% of our issued and outstanding common stock after the
offering. As such, in accordance with provisions in our articles of
incorporation and bylaws, she will be able to control who is elected to our
board of directors and thus could act, or could have the power to act, as our
management. The interests of our officer and sole director may not be, at all
times, the same as that of our other shareholders. Where those conflicts

                                11
<PAGE>


exist, our shareholders will be dependent upon our sole officer and director
exercising, in a manner fair to all of our shareholders, her fiduciary
duties. Also, this officer and directors will have the ability to
significantly influence the outcome of most corporate actions requiring
shareholder approval, including any possible change in business plans, merger
of our company with or into another company, the sale of all or substantially
all of our assets and/or amendments to our articles of incorporation, even
though none of such events is planned or proposed.

11. There is no guarantee or assurance that the offering proceeds will
not be prematurely used before satisfaction of the "all-or-none" condition of
our offering.
-----------------------------------------------------------------------------
Because the proceeds received from investors in the offering will not be
held in an escrow or trust account, there can be no assurance that we will be
in a position to return funds to investors in the offering in the event we
are unable to sell all of the Units, as required by the "all-or-none"
provisions. In the event we prematurely use any of the offering proceeds, we
may be unable to return all of the offering proceeds to investors. There can
be no guarantee without the use of an escrow agent or trust account that
the funds will be available for refund if and when needed. In any such event,
you could risk a total loss of any investment you make in our Units.

ITEM 1B. Unresolved Staff Comments
----------------------------------
Not applicable.

Item 2. Properties
------------------
We do not currently own any property or real estate of any kind. We rent a
small virtual office where we receive our mail and can rent space for
meetings, interviews or presentations when needed. We will operate our
business out of the home of our President, Cecelia Pineda until we begin
generating revenues and our operations expand, at which time we will seek to
lease office facilities at competitive market rates, on a month-to-month
basis. It is our opinion that our current arrangement is the most practicable
and financially responsible for our current stage of development.

Item 3. Legal Proceedings
-------------------------
We currently have no pending or threatened legal proceedings against us.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
There were no matters submitted for a vote to the security holders
during the year ended December 31, 2005.



                                12
<PAGE>






                             PART II
                             =======

Item 5. Market for Registrant's Common Equity, Related Stockholder
        Matters and Issuer Purchases of Equity Securities
------------------------------------------------------------------
Our Common Stock, par value $.001, is currently not listed. Following
completion of the offering, we plan to apply for listing of our common
stock on the Over-the-Counter Bulletin Board. As we cannot predict when,
or even if, the offering will be completed, we cannot predict if, or when,
a trading market will commence. We have no plans, proposals, arrangements
or understandings with any person with regard to the development of a
trading market in any of our securities.

As of December 31, 2005 there was one stockholder of record, who is our
sole officer and director, holding a total of 4,500,000 shares of our
common stock. All of said shares are "restricted securities", as that term
is defined in Rule 144 of the Rules and Regulations of the Securities and
Exchange Commission, promulgated under the Act. Under Rule 144, such shares
can only be publicly sold, subject to volume restrictions and certain
restrictions on the manner of sale, commencing one year after their
acquisition.

We have not paid any cash dividends since inception to the holders of
our Common Stock.  We currently intend to retain any earnings for
internal cash flow use.

At December 31, 2005, there were no equity compensation plans
approved or outstanding and no stock options granted or outstanding.


ITEM 6.  Selected Financial Data
--------------------------------
Since we have not yet fully commenced our business operations or generated
any revenues since inception, and have only been incorporated since May
2005, no selected historical financial and operating data for each of the
five years through fiscal year 2005 are included herein. The only expenses
incurred since inception have been in connection with the preparation and
filing of documents used in our initial public offering and in subsequent
registration statement and periodic report filings with the U.S.
Securities and Exchange Commission and for the initial development of our
business plans. Our Consolidated Financial Statements and notes thereto for
the fiscal year ended December 31, 2005 are included in their entirety in
this Annual Report and should be read in conjunction with the annual report.



                                13
<PAGE>








Item 7. Management's Discussion and Analysis of Financial Condition
        and Results of Operations
-------------------------------------------------------------------
Plan of Operation
-----------------
We are a start-up company and have not yet generated or realized any revenues
from our business operations. Furthermore, as we are still in the development
stage and expect to operate at a loss for most or all of the first year of
our operations as we develop and test our products and begin our initial
marketing and advertising campaigns.

We do not expect to satisfy out cash requirements for business operations
for the next 12 months with our current cash in the bank and will require
receipt of the proceeds of the offering we are currently conducting or
additional financing to maintain our ongoing business operations. No
assurances can be given that we will be able to complete the offering or
raise additional financing to satisfy our cash requirements.

Because we were only incorporated on May 13, 2005, no comparative analyses
to previous fiscal years is contained in this annual report.

Results of Operations
---------------------
We had no revenues for the period from inception on May 13, 2005 to the
fiscal year ended December 31, 2005.

For the period from inception on May 13, 2005 to the fiscal year ended
December 31, 2005, we incurred a net operating loss of $19,586.

Total operating costs for the period from inception on May 13, 2005 to the
fiscal year ended December 31, 2005 were $19,586, consisting of $144 in
office and miscellaneous expense, $5,000 in consulting fees paid to unrelated
third parties, $13,687 in legal and accounting fees and $755 in stock transfer
agent fees.

Liquidity and Capital Resources
-------------------------------
As at December 31, 2005, we had cash in the bank of $1,904 and prepaid
deposits of $50. We expect that we might not be able to satisfy our cash
requirements for business operations for the next 12 months without receipt
of the funds we are expecting to receive upon completion of the public
offering of our securities currently being conducted pursuant to a Form SB-2
registration statement filed with the U.S. Securities and Exchange Commission,
or by raising additional funds or seeking bank loans.

Our current liabilities consist of $7,540 in accounts payable and accrued
liabilities and $5,000 due to Cecelia Pineda, our sole officer and director.
This amount is non-interest bearing, unsecured and has no fixed term of
repayment.

Cash flows provided by financing activities for the period from inception
on May 13, 2005 to the fiscal year ended December 31, 2005 were $9,000,
representing the cash paid by Cecelia Pineda, our sole officer, director and
shareholder, for her founders' shares.

                                14
<PAGE>

There were no cash flows provided by investing activities for the period
from inception on May 13, 2005 to the fiscal year ended December 31, 2005.

Our auditors have expressed the opinion that in our current state,
there is substantial doubt about our ability to continue as a going
concern.

Our continued operations are dependent upon our ability to complete the
public offering of our securities and receive the proceeds therefrom,
generate revenues from operations and/or obtain further financing, if and
when needed, through borrowing from banks or other lenders or equity
funding. There is no assurance that sufficient revenues can be
generated or that additional financing will be available, if and when
required, or on terms favorable to us. If we are unable to generate
sufficient revenues and/or obtain financing if and when needed, our
current business plan could fail. In addition, we may modify or not pursue
our business plan based on available financing.

We do not intend to purchase any significant property or equipment,
nor incur any significant changes in employees during the next 12
months.

We anticipate no material commitments for capital expenditures
in the near term.  Management is not aware of any trend in its industry
or capital resources, which may have an impact on its income, revenue or
income from operations.

Subsequent Events
-----------------
As of the date of the filing of this annual report, we have received
$50,000 in subscriptions from the sale of the Units in our public offering
pursuant to the registration on Form SB-2 with the U.S. Securities and
Exchange Commission. Pursuant to the terms of the offering, the funds will
be deposited into a separate bank account until such time as the
offering is completed and we have sold all the Units and received the total
offering proceeds of $100,000, at which time the funds will be released to
us to use as set forth in the Offering Proceeds section of the registration
statement.

Subsequent to the fiscal year ended December 31, 2005, Cecelia Pineda, our
sole officer, director and shareholder advanced a loan of $2,200 to us for
use in our day-to-day operations. The loan is is non-interest bearing,
unsecured and has no fixed term of repayment.

Off-Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements or contractual or commercial
commitments.

Item 7. Financial Statements.
-----------------------------
Following are our audited financial statements for the year ended
December 31, 2005.

                                15
<PAGE>
























                        NORTHTECH CORPORATION
                    (A Development Stage Company)

                        FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)


                          31 December 2005
















                                   16



<PAGE>




James Stafford
Chartered Accountants*
Suite 350 - 1111 Melville Street
Vancouver, British Columbia
Canada V6E 3V6
Telephone +1 604 669 0711
Facsimile +1 604 669 0754
* Incorporated professional

       Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders of
   NorthTech Corporation
  (A Development Stage Company)

We have audited the balance sheet of NorthTech Corporation as of
31 December 2005, and the related statement of operations, cash flows and
changes in stockholders' equity for the period from the date of inception on
13 May 2005 to 31 December 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America).  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of 31
December 2005 and the results of its operations, its cash flows and its
changes in stockholders' equity for the period from the date of inception
on 13 May 2005 to 31 December 2005 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, conditions exist which raise substantial doubt about
the Company's ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its obligations and sustain its
operations.  Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ James Stafford
Chartered Accountants
Vancouver, Canada

20 March 2006
                                  17
<PAGE>



<TABLE><CAPTION>

                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                            BALANCE SHEET
                     (Expressed in U.S. Dollars)
                       As at 31 December 2005
------------------------------------------------------------------
				                           $
<S>                                                       <C>
ASSETS
------
Current
-------
  Cash and cash equivalents                              1,904
  Prepaid expenses                                          50
                                                        ------
                                                         1,954
                                                        ======
LIABILITIES
-----------
Current
-------
  Accounts payable and accrued liabilities (Note 3)      7,540

  Due to related party (Note 4)                          5,000
                                                        ------
                                                        12,540
                                                        ------
Stockholders' equity
--------------------
Capital stock (Note 5)
Authorized
 75,000,000 common shares, par value $0.001
Issued and outstanding
 2005 - 4,500,000 common shares, par value $0.001        4,500
  Additional paid-in capital                             4,500
Deficit, accumulated during the development stage      (19,586)
                                                        ------
                                                       (10,586)
                                                        ------
                                                         1,954
                                                        ======
</TABLE>

Nature and Continuance of Operations (Note 1)
Subsequent Events (Note 8)

On behalf of the Board:
/s/ Cecelia Pineda, Director


The accompanying notes are an integral part of these financial statements.

                                   18
<PAGE>



<TABLE><CAPTION>

                         NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF OPERATIONS
                     (Expressed in U.S. Dollars)
For the period from the date of inception on 13 May 2005 to 31 December 2005
----------------------------------------------------------------------------
                                                         $
<S>                                                     <C>
Expenses
--------
Consulting fees                                         5,000
Legal and accounting                                   13,687
Office and miscellaneous                                  144
Transfer agent fees                                       755
                                                    ---------
Net loss for the period                                19,586
                                                    =========
Basic and diluted loss per common share                (0.004)
                                                    =========
Weighted average number of common shares
used in per share calculations                      4,500,000
                                                    =========
</TABLE>






















The accompanying notes are an integral part of these financial statements.

                               19
<PAGE>






<TABLE><CAPTION>

                         NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF CASH FLOWS
                     (Expressed in U.S. Dollars)
For the period from the date of inception on 13 May 2005 to 31 December 2005
----------------------------------------------------------------------------

                                                                        $
<S>                                                                   <C>
Cash flows from operating activities:
------------------------------------
Net loss for the period                                             (19,586)

Changes in operating assets and liabilities
  Increase in prepaid expenses                                          (50)
  Increase in accounts payable and accrued liabilities                7,540
  Increase in due to related parties                                  5,000
                                                                  ---------
                                                                     (7,096)

Cash flows from financing activities:
------------------------------------
Common shares issued for cash                                         9,000
                                                                  ---------

Increase in cash and cash equivalents, being cash and cash
equivalents, end of period                                            1,904
                                                                  =========

</TABLE>

Supplemental Disclosures with Respect to Cash Flows (Note 7)














 The accompanying notes are an integral part of these financial statements.

                                  20
<PAGE>

<TABLE><CAPTION>

                         NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     (Expressed in U.S. Dollars)






                                                   Deficit,
                      Number           Additional Accumulated     Total
                        of      Share   Paid-In   During the   Stockholders'
                      Shares   Capital  Capital   Development     Equity
                      Issued                        Stage
                                  $        $          $              $
                   ---------------------------------------------------------
<S>                    <C>       <C>       <C>        <C>           <C>
Balance at
13 May 2005
(Inception)                 -        -         -           -             -

Common shares
issued - cash
($0.002 per share)
(Note 5)            4,500,000    4,500     4,500           -         9,000

Net loss for
the period                  -        -         -     (19,586)      (19,586)
                   ---------------------------------------------------------
Balance at
31 December
2005                4,500,000    4,500     4,500    (19,586)       (10,586)
                   =========================================================

</TABLE>












The accompanying notes are an integral part of these financial statements.

                                  21
<PAGE>



                         NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

1.  Nature and Continuance of Operations

NorthTech Corporation (the "Company") was incorporated under the laws of the
State of Nevada on 13 May 2005.  The Company was incorporated for the purpose
to develop and market two database management programs, one for small
businesses and the other for community based sports teams.

The Company is a development stage enterprise, as defined in Statements of
Financial Accounting Standards ("SFAS") No. 7. The Company is devoting all
of its present efforts in securing and establishing a new business, and its
planned principle operations have not commenced.  As a result, no revenue
has been derived during the organization period.

The Company's financial statements as at 31 December 2005 and for the period
from the date of inception on 13 May 2005 to 31 December 2005 have been
prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal
course of business.  The Company has a loss of $19,586 for the period from
the date of inception on 13 May 2005 to 31 December 2005 and has a working
capital deficit of $5,586 at 31 December 2005.

Management cannot provide assurance that the Company will ultimately achieve
profitable operations or become cash flow positive, or raise additional debt
and/or equity capital.  Management believes that the Company's capital
resources should be adequate to continue operating and maintaining its
business strategy during the fiscal year ending 31 December 2006.  However,
if the Company is unable to raise additional capital in the near future, due
to the Company's liquidity problems, management expects that the Company
will need to curtail operations, liquidate assets, seek additional capital
on less favorable terms and/or pursue other remedial measures.  These
financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification
of liabilities that might be necessary should the Company be unable to
continue as a going concern.

At 31 December 2005, the Company was not engaged in a business and had
suffered losses from development stage activities to date.  Although
management is currently attempting to implement its business plan, and is
seeking additional sources of equity or debt financing, there is no
assurance these activities will be successful.  Accordingly, the Company
must rely on its president to perform essential functions without
compensation until a business operation can be commenced.  These factors
raise substantial doubt about the ability of the Company to continue as a
going concern.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                 22
<PAGE>


                         NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

2.  Significant Accounting Policies

The following is a summary of significant accounting policies used in the
preparation of these financial statements.

Basis of presentation

The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of
America applicable to development stage enterprises, and are expressed in
U.S. dollars.  The Company's fiscal year end is 31 December.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original
maturities of three months or less.

Financial instruments

The carrying value of cash, prepaid expenses, accounts payable and accrued
liabilities, and due to related party approximates their fair value because
of the short maturity of these instruments.  The Company's operations are in
Canada and virtually all of its assets and liabilities are giving rise to
significant exposure to market risks from changes in foreign currency rates.
The Company's financial risk is the risk that arises from fluctuations in
foreign exchange rates and the degree of volatility of these rates.
Currently, the Company does not use derivative instruments to reduce its
exposure to foreign currency risk.

Derivative financial instruments

The Company has not, to the date of these financial statements, entered into
derivative instruments to offset the impact of foreign currency fluctuations.

Income taxes

Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes in accordance with SFAS No. 109, Accounting for Income
Taxes, which requires the use of the asset/liability method of accounting
for income taxes.  Deferred income taxes and tax benefits are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and for tax losses and credit carry-forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled.  The Company provides for deferred
taxes for the estimated future tax effects attributable to temporary
differences and carry-forwards when realization is more likely than not.

                                  23
<PAGE>

                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

Basic and diluted net loss per share

The Company computes net loss per share in accordance with SFAS No. 128,
Earnings per Share.  SFAS No. 128 requires presentation of both basic and
diluted earnings per share ("EPS") on the face of the income statement.
Basic EPS is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding
(denominator) during the period.  Diluted EPS gives effect to all potentially
dilutive common shares outstanding during the period using the treasury
stock method and convertible preferred stock using the if-converted method.
In computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise
of stock options or warrants.  Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.

Comprehensive loss

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive loss and its components in the
financial statements.  As at 31 December 2005, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule
of comprehensive loss in the financial statements.

Segments of an enterprise and related information

SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, supersedes SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise.  SFAS 131 establishes standards for the way that public
companies report information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements issued to the public.  It also
establishes standards for disclosures regarding products and services,
geographic areas and major customers.  SFAS 131 defines operating segments
as components of a company about which separate financial information is
available that is evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and in assessing performance.  The
Company has evaluated this SFAS and does not believe it is applicable at
this time.

Start-up expenses

The Company has adopted Statement of Position No. 98-5, Reporting the Costs
of Start-up Activities, which requires that costs associated with start-up
activities be expensed as incurred.  Accordingly, start-up costs associated
with the Company's formation have been included in the Company's general and
administrative expenses for the period from the date of inception on 13 May
2005 to 31 December 2005.
                                   24
<PAGE>

                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

Foreign currency translation

The Company's functional and reporting currency is in U.S. dollars.  The
financial statements of the Company are translated to U.S. dollars in
accordance with SFAS No. 52, Foreign Currency Translation.  Monetary assets
and liabilities denominated in foreign currencies are translated using the
exchange rate prevailing at the balance sheet date.  Gains and losses
arising on translation or settlement of foreign currency denominated
transactions or balances are included in the determination of income.
The Company has not, to the date of these financial statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.

Use of estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts of
assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenditures during the reporting period.  Actual results
could differ from these estimates.

Recent accounting pronouncements

In May 2005, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 154, Accounting Changes and Error Corrections - A Replacement of
APB Opinion No. 20 and SFAS No. 3.  SFAS No. 154 changes the requirements
for the accounting for and the reporting of a change in accounting principle
and applies to all voluntary changes in accounting principle. It also
applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition
provisions.  SFAS No. 154 requires retrospective application to prior
periods' financial statements of changes in accounting principle, unless
it is impracticable to determine either the period-specific effects or the
cumulative effect of the change.  The provisions of SFAS No. 154 are
effective for accounting changes and correction of errors made in fiscal
years beginning after 15 December 2005.  The adoption of this standard is
not expected to have a material effect on the Company's results of
operations or financial position.

In March 2005, the Securities and Exchange Commission ("SEC") staff issued
Staff Accounting Bulletin ("SAB") No. 107 to give guidance on the
implementation of SFAS No. 123R.  The Company will consider SAB No. 107
during implementation of SFAS No. 123R.


                                   25
<PAGE>

                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets - An Amendment of APB Opinion No. 29.  The guidance in APB Opinion
No. 29, Accounting for Nonmonetary Transactions, is based on the principle
that exchanges of nonmonetary assets should be measured based on the fair
value of the assets exchanged.  The guidance in that Opinion, however,
included certain exceptions to that principle.  SFAS No. 153 amends Opinion
No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance.  A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  The provisions
of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in
fiscal periods beginning after 15 June 2005.  Early application is permitted
and companies must apply the standard prospectively.  The adoption of this
standard is not expected to have a material effect on the Company's results
of operations or its financial position.

In December 2004, the FASB issued SFAS No. 123R, Share Based Payment.  SFAS
No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees and its related implementation guidance.  SFAS No. 123R
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services.  It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments
or that may be settled by the issuance of those equity instruments.  SFAS No.
123R focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions.  SFAS No.
123R requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-
date fair value of the award (with limited exceptions).  That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award - the requisite service period (usually
the vesting period).  SFAS No. 123R requires that the compensation cost
relating to share-based payment transactions be recognized in the financial
statements.  That cost will be measured based on the fair value of the
equity or liability instruments issued.  Public entities that file as small
business issuers will be required to apply SFAS No. 123R in the first
interim or annual reporting period that begins after 15 December 2005.  The
adoption of this standard is not expected to have a material effect on the
Company's results of operations or its financial position.

The FASB has also issued SFAS No. 151 and 152, but they will not have an
effect of the financial reporting of the Company.

                                26

<PAGE>




                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

3. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured
and have settlement dates within one year.

4.  Due to Related Party

As at 31 December 2005, the amount due to related party includes $5,000
payable to a director and shareholder of the Company.  This balance is
non-interest bearing, unsecured and has no fixed terms of repayment.

5. Capital Stock

Authorized

The total authorized capital is 75,000,000 common shares with a par value
of $0.001 per common share.

Issued and outstanding

The total issued and outstanding capital stock is 4,500,000 common shares
with a par value of $0.001 per
common share.

On 25 July 2005, 4,500,000 common shares of the Company were issued for
cash proceeds of $9,000.

6.  Income Taxes

There are no current or deferred tax expenses for the year ended 31 December
2005 due to the Company's loss position. The Company has fully reserved for
any benefits of these losses.  The deferred tax consequences of temporary
differences in reporting items for financial statement and income tax
purposes are recognized, as appropriate.  Realization of the future tax
benefits related to the deferred tax assets is dependent on many factors,
including the Company's ability to generate taxable income within the net
operating loss carryforward period.  Management has considered these
factors in reaching its conclusion as to the valuation allowance for
financial reporting purposes.

                                 27


<PAGE>






                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005

The provision for refundable federal income tax consists of
the following:

<TABLE><CAPTION>
                                                For the
                                            period from
                                            the date of
                                              inception
                                              on 13 May
                                             2005 to 31
                                          December 2005
                                                      $
<S>                                               <C>
Deferred tax asset attributable to:

Current operations                              (6,659)
Less: Change in valuation allowance              6,659
                                         -------------
Net refundable amount                                -
                                         =============
</TABLE>

The composition of the Company's deferred tax assets as at
31 December 2005 is as follows:

<TABLE><CAPTION>

                                       31 December 2005
                                               $
<S>                                          <C>

Net income tax operating loss
carryforward                                (19,586)
                                           =========
Statutory federal income tax rate               34%
Effective income tax rate                        0%

Gross deferred tax assets                   (6,659)
Less: Valuation allowance                    6,659
                                           ---------
Net deferred tax asset                           -
                                           =========
</TABLE>

The potential income tax benefit of these losses has been offset
by a full valuation allowance.

                                28

<PAGE>


                        NORTHTECH CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS
                     (Expressed in U.S. Dollars)
                           31 December 2005


As at 31 December 2005, the Company has an unused net operating loss
carry-forward balance of approximately $19,586 that is available to
offset future taxable income.  This unused net operating loss carry-
forward balance expires in 2025.

7. Supplemental Disclosures with Respect to Cash Flows

<TABLE><CAPTION>
                                                For the
                                            period from
                                            the date of
                                              inception
                                              on 13 May
                                             2005 to 31
                                          December 2005
                                                      $
<S>                                               <C>
Cash paid during the year for interest                -
Cash paid during the year for income taxes            -
</TABLE>

8.  Subsequent Events

The following events occurred subsequent to 31 December 2005:

i. The Company announced an offering of up to 2,000,000 units at a price
of $0.05 per unit.  Each unit consists of one common share of the Company
and one share purchase warrant.  Each share purchase warrant entitles the
holder to purchase an additional common share of the Company at a price of
$0.25 per common share expiring 26 January 2009. The Company has received
$50,000 share subscriptions received in advance related to the future
issuance of these units.

ii. A shareholder of the Company provided a loan of $2,200 to the Company
which is non-interest bearing, unsecured and has no fixed terms of repayment.











                                     29
<PAGE>


Item 8. Disagreements with Accountants on Accounting and
        Financial Disclosures
--------------------------------------------------------
On March 22, 2006, our Board of Directors and Stockholder formally approved
a change of auditors based on the reason that the accounting firm of DeJoya
Griffith & Company was located too far from our business operations and it
was difficult to get information to and communicate with DeJoya Griffith &
Company of Henderson, Nevada, in order to efficiently and effectively prepare
and timely file our periodic reports. As a result, on March 22, 2006, we
engaged the services of James Stafford, Chartered Accountants, an independent
chartered registered accounting firm located in Vancouver, BC, Canada, as our
principal accountant to audit and review our financial statements.

DeJoya Griffith & Company's audit report on the financial statements
for the period from inception to October 31, 2005 included in our initial
Form SB-2 registration statement, and amendments thereto, did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principle. Their
audit report dated September 21, 2005 did contain a "going concern"
paragraph concerning an uncertainty of our ability to survive as a going
concern.

There have been no disagreements with DeJoya Griffith & Company on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scopes or procedures which, if not resolved to
their satisfaction, would have caused the DeJoya Griffith & Company to
make reference to the subject matter in connection with its reports and/or
reviews of our consolidated financial statements during the periods
reported on by them. None of the reportable events described in Item 304(a)
(1)(iv) of Regulation S-B occurred.

Item 8a. Controls and Procedures
-------------------------------------------
As of the end of the period covered by this Form 10-KSB, we have evaluated
the effectiveness of our disclosure controls and procedures (as defined in
Rule 3a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934),
under the supervision and with the participation of our principal executive
officer and principal accounting officer. Based on this evaluation, our
management, including our principal executive officer and principal
accounting  officer, concluded that our disclosure controls and procedures
are effective. There have been no changes in our internal control over
financial reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.




                               30
<PAGE>






                              PART III
                              ========

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------------------------
The following table sets forth the names, positions and ages of
the executive officers and directors. Directors are elected at
the annual meeting of stockholders and serve for one year or
until their successors are elected and qualify. Officers are
elected by the Board of Directors and their terms of office are,
except to the extent governed by employment contract, at the
discretion of the Board of Directors.

<TABLE><CAPTION>
Name                           Age        Position(s)
----                           ---        -----------
<S>                            <C>         <C>

Cecelia Pineda                 61         President, CEO, CFO, Treasurer,
502-2150 Bellevue Avenue                  Principal Accounting officer,
West Vancouver BC,                        Secretary and Director
Canada, V7V 1C3
</TABLE>

Background of Directors and Executive Officers
----------------------------------------------
Cecelia Pineda has been our sole officer and director since inception in May
2005. Ms. Pineda graduated from the University of British Columbia in
Vancouver with a Bachelor of Arts degree in 1964 and has worked mainly in the
field of Adult Continuing Education since that time. She has worked as a
Corporate Trainer working with business, industry and government, providing
supervisory management and strategic action planning training as President of
a private company embedded within a college in the British Columbia College
system (Impact Training Corporation out of Selkirk College in Trail, British
Columbia), and has provided training for over 10,000 people in four Canadian
provinces. Major clients have included Cominco, Justice Institute Of BC,
credit unions, firefighters, municipal governments and various high tech
industries in Ontario including Mitel, Gandalf and British Aerospace. From
April 2003 to the present, Ms. Pineda has been a self-employed independent
contractor assisting public and private companies to develop training
plans and develop and write copy for corporate websites and brochures.
FromJanuary 2002 to April 2003, she was a Senior Program Coordinator at
VancouverCommunity College in Vancouver BC, Canada. Her responsibilities
included developing, programming and marketing training programs for adults.
From January 1991 to January 2002, she was a Program Coordinator for the
Vancouver School in Vancouver BC, Canada. Her responsibilities included
developing, programming and marketing multiple programs for adults. Ms.
Pineda has not held directorships in any other publicly reporting companies
and will devote approximately 30 hours per week to the business of our
company.
                               31
<PAGE>




Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than
ten percent of our Common Stock, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes of ownership of our Common Stock. Officers, directors and
greater than ten percent stockholders are required by SEC regulation
to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge, during the year ended December 31,
2005, all Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were
complied with. In making these disclosures, we have relied solely on
a review of the copies of such reports furnished to us and written
representations by our directors, executive officers and greater
than ten percent stockholders.

Code of Ethics
--------------
At this time, we have not adopted a formal Code of Ethics that applies
to the Chief Executive Officer and Chief Financial Officer.  We expect
to adopt a formal Code of Ethics sometime during the current year. We
have, however, followed an informal Code of Ethics requiring Board of
Director approval of any material transaction involving our Chief
Executive Officer and/or Chief Financial Officer. We believe this
procedure reasonably deters material wrongdoing and promotes honest and
ethical conduct from our executive officers.

Item 10.  Executive Compensation
--------------------------------
Cecelia Pineda, our sole officer and director, has not been compensated since
inception for her services, nor for any out-of-pocket expenses she has
incurred; however, if we are able to successfully complete this offering, we
will begin to compensate her for any out-of-pocket expenses she incurs on our
behalf. In the future, if and when we become profitable from revenues
generated, we may approve payment of salaries for officers and directors who
are actively participating in the day-to-day operations of our business, but
currently, no such plans have been approved.

In addition, we also do not currently have any benefits, such as health
insurance, life insurance, stock options, profit sharing or any other
benefits available to anyone and no employment agreements of any kind are in
place.


                               32
<PAGE>









<TABLE><CAPTION>
                         SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------
                               Annual Compensation         Long-Term Comp.
                                                          Awards    Payouts
Name and                  Consulting        Other Annual
Position(s)          Year      Fees  Bonus  Compensation
----------------------------------------------------------------------------

                  <c>        <c>    <c>      <c>       <c>      <c>
Cecelia Pineda       2005      None   None      None      None      None
President, CEO,
Secretary,
Treasurer, CFO
and Director
----------------------------------------------------------------------------
</TABLE>

Employment Agreements
---------------------
The officers and directors are not currently party to any employment
agreements and we do not presently have any pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans;
however, it may adopt such plans in the future. There are presently
no personal benefits available to directors, officers or employees.

ITEM 11. Security Ownership of Certain Beneficial Owners and
         Management and related Stockholder Matters
------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than ten percent of our
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes of ownership of our common stock.
Officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they
file.
<TABLE><CAPTION>
Name and Address          No. of      No. of          Percentage
Beneficial                Shares      Shares         of Ownership
Owner                     Before      After        Before      After
                          Offering    Offering    Offering    Offering

-----------------------   --------    ---------------------------------
    <S>                      <C>         <C>          <C>        <C>
Cecelia Pineda            4,500,000    4,500,000     100%        69%
502-2150 Bellevue Ave.
West Vancouver, BC
Canada, V7V 1C3
-----------------------
All Officers and
Directors as a Group
(1 Person)                4,500,000    4,500,000     100%        69%

</TABLE>
                               33
<PAGE>

(1)   The persons named above, who are the only officers,
directors and principal shareholders, may be deemed to be parents
and promoters, within the meaning of such terms under the
Securities Act of 1933, by virtue of their direct securities
holdings.

(2)   In general, a person is considered a beneficial owner of
a security if that person has or shares the power to vote or
direct the voting of such security, or the power to dispose of
such security. A person is also considered to be a beneficial
owner of any securities of which the person has the right to
acquire beneficial ownership within (60) days.

There are currently no options, warrants, rights or other securities
conversion privileges granted to our officers, directors or beneficial
owners and no plans to issue any such rights in the future.

Changes in Control
------------------
There are no arrangements known to us, the operation of which may at
a subsequent date result in a change of control of our company.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------
We are currently using the home of our sole officer and director at no
cost to us. There is no written lease agreement or other material terms
or arrangements relating to our agreement with the Funks to use their home.
We do not have any other related transactions and have not yet formulated
a policy for the resolution of any related transaction conflicts, should
they arise.

Item 13.  Exhibits
------------------
(a) 1 & 2.  Financial Statements. See Item 7 in Part II; the financial
statements required to be filed herein are contained in that section in
their entirety.

(a) 3.  The following exhibits, marked with an asterisk and required to be
filed hereunder, are incorporated herein by reference and can be found in
their entirety in our original Form 10-SB Registration Statement, filed
under our SEC File No. 333-128822, on the SEC website at www.sec.gov:

<TABLE><CAPTION>

             <c>
Exhibit No.     Description
----------      -----------
* 3(i)          Articles of Incorporation
* 3(ii)         Bylaws
  31            Sec. 302 Certification of President/CEO and CFO
  32            Sec. 906 Certification of President/CEO and CFO
</TABLE>


                               34
<PAGE>



(b) There were no reports on Form 8-K filed for the year ended December
31, 2005; however, one report on Form 8-K was filed subsequent to the fiscal
year end and prior to the date of the filing of this annual report to
disclose our change of auditors.

Item 14. Principal Accountant Fees and Services
-----------------------------------------------

Audit Fees
----------
The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our annual financial statements
for the year ended December 31, 2005 were $4,505 and the review for
the financial statements included in our quarterly  reports on Form
10-QSB during the year then ended, were $0.

Audit Related Fees
------------------
We incurred no fees for the year ended December 31, 2005 for assurance
and related services by our principal accountant that were reasonably
related to the performance of the audit or review of our financial
statements, and not reported under Audit Fees above.

Tax Fees
--------
The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice, and tax planning
for the year ended December 31, 2005 were $ NIL.

All Other Fees
--------------
We incurred no other fees during the year ended December 31, 2005 for
products and services rendered by our principal accountant.















                               35
<PAGE>






                              SIGNATURES
                              ----------
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 29, 2006         NorthTech Corporation, Registrant
                              /s/ Cecelia Pineda
                              By: Cecelia Pineda, President, CEO, Secretary,
                              Treasurer, CFO, Principal Accounting Officer
                              and sole Director



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Dated: March 29, 2006         NorthTech Corporation, Registrant
                              /s/ Cecelia Pineda
                              By: Cecelia Pineda, President, CEO, Secretary,
                              Treasurer, CFO, Principal Accounting Officer
                              and sole Director



















                                     36
<PAGE>