SecProbe.io

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                         Embryo Development Corporation
                         305 Madison Avenue, Suite 4510
                               New York, NY 10165
                                   212-808-607
                                FAX 212-808-0113

                                                May 25, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0406

Att:   Tia Jenkins, Senior Assistant Chief Accountant
       Office of Emerging Growth Companies
       Babette Cooper

       Re:  Embryo Development Corporation
       Form 10-QSB as of October 31, 2004
       File #0-27028

Ladies and Gentlemen:

     Following are our responses, including supplemental information, to the
comments of the Securities and Exchange Commission ("SEC") set forth in its
letter dated May 17, 2005 with respect to the above referenced document filed by
the Company. The number of our responses parallel the numbers in your May 17,
2005 comment letter.

     1.   Although the Company has had multiple equity  transactions  during the
          period,  we do not  believe a  Statement  of  Stockholders'  Equity is
          required  on  quarterly  filings if the  transactions  are  adequately
          described in the  accompanying  footnotes to the financial  statements
          included in the quarterly  filings,  as set forth below. The Statement
          of  Stockholders'  Equity will be provided in the annual 10-KSB filing
          for  April 30,  2005.  We are  providing  the  following  supplemental
          information to facilitate your review:

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<TABLE>
<CAPTION>

                                                 Preferred stock     Additional paid-in-capital
                                                 ---------------     --------------------------
<S>                                                   <C>                    <C>
Balance 5/1/04:                                       600                    9,991,267

Repurchase Series A Preferred
 Stock - Footnote 10[B]                              (600)                     (19,400)

Issuance of 62,500 shares of Series
 B Preferred stock for debt and
 payroll - Footnote 4                                   6                      249,994

 Issuance of 57,500 shares of Series
  B Preferred stock in connection
  with failed share exchange - Footnote 6               6                      172,494

Recording of debt discount in connection
 with bridge financing - Footnote 7                     -                      200,000
                                                   --------                ------------
Balance at 10/31/04:                                $  12                  $10,594,355
                                                   ========                ============
</TABLE>

     2.   As part of the terms of an investment  banking  agreement entered into
          by the Company in September  2004,  these  creditors  were required to
          exchange  $62,500 of debt and accrued  payroll for the  equivalent  of
          6,250,000  shares of common stock.  The number of shares received (100
          shares for each $1 of debt) were negotiated and based on the same rate
          as the terms of the investment  banking agreement (see Note 7 - Bridge
          Financing)  whereby bridge lenders would convert $200,000 in debt into
          20,000,000  shares  of  common  stock  in the  event  of a  merger  or
          corporate  reorganization.  This exchange rate was negotiated  between
          the  parties  to  the  agreement  with  consideration   given  to  the
          following:  the  shares  issued or to be issued are  unregistered  and
          restricted,  the Company's current financial  position and the current
          market for the Company's stock. For financial reporting purposes,  the
          shares issued were recorded at the then market price of $.04 resulting
          in an  expense  for  the  extinguishment  of debt  to the  Company  of
          $187,500.

          Although losses from the  extinguishment  of related party debt should
          be treated  as capital  transactions  and no  expense  recognized,  we
          believe that the transaction was properly recorded in consideration of
          the following factors :

          --   One of the parties who  exchanged  $10,000 of debt for  1,000,000
               shares of stock was not a related party or current stockholder.

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          --   As to the officer who  exchanged  $52,500 of debt and payroll for
               5,250,000  shares of stock,  of the total  amount  exchanged  for
               stock, $47,500 was related to payroll or compensation due and not
               prior  actual  debt  related  to loans or  financing  and  $5,000
               represented  prior  actual  debt  for a loan  from  the  officer.
               Therefore,   we  treated  this   transaction   as  if  it  had  a
               compensation  element  to  it,  which  is  why  we  recorded  the
               resulting  expense in the  statement of  operations.  Our journal
               entry was as follows:

<TABLE>
<CAPTION>
<S>                                               <C>         <C>
                Debit:    Accrued Expenses        $ 47,500
                Debit:    Loan Payable            $  5,000
                Debit:    Loss on conversion      $157,500
                Credit :  Paid-in-capital                     $209,994
                Credit:   Preferred stock                     $      6
</TABLE>

     We also enclose a letter acknowledging the Company's responsibility for the
adequacy and  accuracy of the  disclosure  in its  filings,  as requested in the
SEC's letter of May 17, 2005.

     Please  call me at  212-808-0607  if you  have  any  questions  you wish to
discuss concerning this letter.

Very truly yours,

Embryo Development Corporation

By: /s/ Matthew Harriton
    Matthew Harriton, Chief Executive Officer

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                         Embryo Development Corporation
                               305 Madison Avenue
                               New York, NY 10165

May 25, 2005

Securities Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

        Re:     Embryo Development Corporation
                Commission File Number: 0-27028

Ladies and Gentlemen:

     The undersigned,  Embryo  Development  Corporation  (the "Company")  hereby
acknowledges that:

     -    The  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in its filings with the Securities and Exchange Commission.

     -    Staff  comments or changes to disclosure in response to staff comments
          in the filings  reviewed by the staff do not foreclose the  Commission
          from taking any action with respect to the filing; and

     -    The  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

Very truly yours,
Embryo Development Corporation

By: /s/ Matthew Harriton
    Matthew Harriton
    Chief Executive Officer

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