SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
October 28, 2005

Mail Stop 7010

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

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

      Re: 	International Development Corp.
      Preliminary Information Statement on Schedule 14C
      Filed October 5, 2005
      File No. 000-31343
      Form 10-KSB/A for the year ended August 31, 2004
      Filed April 21, 2005
      File No. 000-31343

Dear Ms. Harland:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Information Statement on Schedule 14C, Filed October
5,
2005
General

1. The disclosure in the filing is inconsistent with an
information
statement in that you are requesting shareholder approval of the
proposals and disclose in various places that the board of
directors
has recommended voting for the various actions presented.  Please
revise the document to indicate that shareholders are not being
asked
to vote on the various measures that will be taken.

2. Please supplementally provide us with a copy of the board book
from your Board of Directors meetings during which this
transaction
was discussed, including meetings of the Special Committee that
was
formed on September 1, 2005.

3. Include a section toward the beginning of the information
statement summarizing the unregistered sales of common and
preferred
stock to Ms. Harland.  Please include the consideration paid for
these shares, the effect the issuances had on control of the
company,
and any relationship Mrs. Harland had with the company or its
affiliates prior to her ownership of common stock.  Please also
disclose whether the issuances were approved by shareholders.

Distribution and Costs, page 2

4. Revise your discussion in this section to state that you will
promptly deliver a separate copy of the information statement to a
security holder at a shared address to which a single copy was
delivered that makes an oral, in addition to written, request.
See
Schedule 14C, Item 5(b).

Proposal 1, page 3

5. You state the higher share price that might initially result
from
the reverse split could help generate interest in the company.
Please disclose the most recent share price and that an increased
share price is not a certainty.

6. You state that the increased interest in the company may help
raise proceeds to fund your operations.  This statement appears to
conflict with the third measure in the information statement to
sell
all of your operations to affiliated parties.  Please clarify.

7. We note your statement that the reverse stock split may
"generate
interest in International Development Corp. among investors and
thereby assist us in . . . mak[ing] acquisitions."  Please
disclose
whether you are currently engaged in negotiations to merge with
another entity and, if so, the nature of the business of that
entity.

Effect of the Reverse Split, page 3

8. Please revise your discussion of the reverse-split`s effect on
the
voting power of the outstanding shares of common stock to address
the
aggregate voting power of the common stock in relating to the
voting
power of the Series A and Series B preferred stock, which is not
subject to the reverse-split.  It appears that currently, Ms.
Harland, as the sole owner of the Series A and Series B preferred
stock, has voting power over 513,000,000 of 996,404,226
outstanding
voting shares, or 51.5%.  If there is a 1:1000 reverse-split of
the
common stock, as contemplated by this proposal, Ms. Harland would
have voting power over 513,000,000 of 513,483,404 shares, or
99.9%.

Cash Payment in Lieu of Fractional Shares, page 4

9. Please tell us the current number of holders of your common
stock,
as well as the number of remaining holders of your common stock if
you effect a 1:1000 reverse stock split and the basis for this
determination.

10. Please tell us whether there is any plan to liquidate the
company
after the proposed transactions.  If there are no such plans
please
tell us whether you intend continue the reporting obligations of
the
company under the Exchange Act and why.

Federal Income Tax Consequences, page 5

11. Please disclose the tax consequences to shareholders who will
receive cash for their fractional shares.

Dissent Rights of Our Stockholders, page 6

12. Please revise your discussion of dissenters` rights of
appraisal
under Nevada law, as required by Item 3 to Schedule 14A, to
discuss
the applicability of these provisions in a situation where you are
providing information to shareholders, rather than soliciting
consents or proxies.  Similarly revise language stating that the
board of directors recommends a vote for approval of the proposal
under Vote Required and throughout your information statement, as
applicable.

Proposal 2, page 7

13. Please supplementally explain your statement that as of the
record date, 550,000,000 shares of common stock have been issued
under the Stock Plan.  Page 1 of the information statement refers
to
550,000,000 shares of common stock that are authorized under the
plan
and also states that there are currently 483,404,226 shares of
common
stock outstanding.  Revise your document as necessary.

14. Please state the effect, if any, the discretionary reverse
stock-
split contemplated by Proposal 1 will have upon the number of
shares
authorized under the Stock Plan.  Please also state whether it
will
be necessary to obtain shareholder approval of changes to the
Stock
Plan following a reverse stock-split.  If you have obtained
shareholder approval for such a plan, so state.

15. Please disclose the stock grants under the plan including the
date of the grant, the recipients, the exercise price, the vesting
period, and when the options were exercised.  Please also disclose
the percentage of outstanding common stock these grants represent.

Proposal 3, page 12

16. Expand your discussion of the creation of Freshwater and the
transfer of your water purification business to it.  This
discussion
should explain the aspects of your business that are operated
through
Freshwater and those that you operate directly.

17. Please expand your discussion of this transaction to discuss
the
effect of your exit from the water purification business on
existing
shareholders, as well as on Messres. Weissengruber and Robertson.

18. It appears that this proposal relates to a sale of all or an
otherwise substantial portion of your assets, as contemplated by
Item
14 of Schedule 14A.  Please furnish all the information required
by
Item 14 to Schedule 14A, including a summary term sheet and the
financial information required by Item 14.  Please refer to
Interpretation H.6 of the July 2001 Supplement to the Manual of
Publically Available Telephone Interpretations.  As it appears
that
you are not eligible to incorporate this information by reference,
it
should be provided in the information statement.

19. Please expand your discussion of the Freshwater stock purchase
to
fully discuss the basis for your belief that this transaction is
exempt from registration pursuant to Section 4(2) of the
Securities
Act.

20. Please state whether the Board has obtained a fairness opinion
regarding this transaction.

Form 10-KSB/A for the year ended August 31, 2004

21. Amendment No. 2 to Form 10-KSB for the year ended August 31,
2004
does not contain the certifications required by Exchange Act Rule
13a-14(a),(b).  Refile your Form 10-KSB for the year ended August
31,
2004 containing the certifications required this Rule.  Refer to
Section II.B.2 of SEC Release 33-8124 (August 29, 2002).

22. In your amendment to Form 10-KSB, as well as in future
periodic
filings, delete all references to the Private Securities
Litigation
Reform Act of 1995.  The PSLRA excludes statements made by the
issuers of penny stock from its safe harbor provisions.  Refer to
Section 21E of the Securities Exchange Act of 1934.

Disclosure Controls and Procedures

23. We note that you have not filed all of your Exchange Act
reports
in a timely manner, specifically we note that the Current Reports
on
Form 8-K for the sale of unregistered securities were filed late.
Please revise the discussion of your disclosure controls and
procedures to address this and state whether your disclosure
controls
and procedures are effective and the basis for your conclusion.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 the filing;

* 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.

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or Chris Edwards, Special Counsel, at (202) 551-3742 with any
questions.  Alternatively, you may contact me at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: 	Norman T. Reynolds, Esq. (via facsimile 713/237-3202)
      Glast, Phillips & Murray P.C.
      The Eperson Buildings
      815 Walker, Suite 1250
      Houston, Texas 77002
??

??

??

??

Betty-Ann Harland
International Development Corp.
October 28, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>