SecProbe.io

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Mail Stop 0510

      March 31, 2005

By U.S. mail and facsimile to (416) 495-8625

Ms. Betty-Ann Harland
Chief Executive Officer
International Development Corp.
534 Delaware Avenue, Suite 412
Buffalo, NY  14202

RE:	Form 10-KSB and Form 10-KSB/A for the Fiscal Year Ended
August
31, 2004
	Form 10-QSB for the Quarter Ended November 30, 2004
	File No. 000-31343

Dear Ms. Harland:

		We have reviewed your response letter dated March 17,
2005
to our letter dated March 3, 2005 and have the following comments.

Form 10-KSB & Form 10-KSB/A for the Fiscal Year Ended August 31,
2004

Item 6. Management`s Discussion and Analysis or Plan of Operation

1. You state in your response to prior comment 1 that, "...the
decrease in sales is directly related to the Company focusing on
the
reorganization and repositioning of the Corporation..." and "As a
result of the recent reorganization, the Company believes that we
are
in an improved position to take advantage of operational
efficiencies..."  Please explain this reorganization in your Form
10-
KSB for the fiscal year ended August 31, 2004.  Address how this
reorganization impacted your revenues and explain the steps that
you
have taken and the associated expenses recognized for this
reorganization.

Item 8A. Controls and Procedures, p. 13

2. We have noted your response to our prior comment number 2.  In
consideration of our earlier comment regarding your termination of
the water purification business, please clarify for us how
management
determined that its disclosure controls and procedures were
effective
as of August 31, 2004 or revise to clarify that they were
ineffective.  In this regard, please note that management may not
state that your controls are effective except to the extent that
certain problems have been identified or express similar qualified
conclusions.  Rather, management must take those problems into
account when concluding whether the controls are effective.  If
the
controls are ineffective, management should state the specific
reasons why they are ineffective.  Please revise the Form 10-K as
applicable.

Form 10-QSB for the Quarter Ended November 30, 2004

Balance Sheets, p. 1

3. We note your response to our prior comment number 3 regarding
your
ability to sell your remaining inventory or why a full excess
inventory reserve is not warranted.  It still remains unclear to
us
your ability to sell this remaining inventory or why a reserve is
unnecessary.  You have not had any revenue for at least three
months
related to the water purification business.  Although you indicate
that you have reorganized and repositioned your business, it is
unclear to us why have you not been able to sell any of this
inventory.  In addition, you have stated, "Management intends to
carry less inventory on hand in the future."  Based on this
response,
it is unclear why an excess reserve is not warranted.  Although
you
have cited that your current inventory "carries a full ten-year
replacement warranty by the manufacturer from the date of
installation", this does not explain how you have determined that
you
will actually be able to sell all of this inventory or that a new
product or process will not make this inventory obsolete in the
near
future.   Tell us the amount of inventory you have sold since year
end.  If sales have not improved in your quarter ended February
28,
2005 we would expect to see a reserve related to your inventory.

4. You indicate in your response to our prior comment number 4,
that
your allowance for doubtful accounts policy is to provide a full
allowance after 180 days old or more.  We assume that you also
assess
your accounts prior to them becoming 180 days old to determine
specific bad debts.  Please revise future filings to clarify your
policy.

*    *    *    *
		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments 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.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Ryan Rohn, Staff Accountant, at (202) 824-5525 or,
in
his absence, to Jeanne Baker, Assistant Chief Accountant at (202)
942-1835, or the undersigned at (202) 942-1798.

							Sincerely,

							John Hartz
							Senior Assistant Chief
Accountant

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Ms. Betty-Ann Harland
International Development Corp.
March 31, 2005
Page 3 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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