SecProbe.io

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Mail Stop 4561
									July 28, 2005

Mr. Harry P. Beugelink
Master Distribution Systems, Inc.
6224 Arctic Loon Way
Rocklin, CA 95765

      Re:	Master Distribution Systems, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed April 7, 2005
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		Filed May 19, 2005
		File No. 0-32765

Dear Mr. Beugelink:

      We have reviewed your above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your documents 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 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
filings.
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.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Balance Sheets, page F-2

1. We note from your disclosure in the Form 8-K filed March 21,
2005,
that your interest in the subsidiary was not sold until March 17,
2005.  Please advise us how you considered paragraph 46 of SFAS
144
in reporting the assets and liabilities of IG Wizard, Inc., your
majority owned subsidiary, which appears to be held for sale as of
December 31, 2004.  We do not understand why you removed the
related
assets and liabilities from the balance sheet.

Statements of Operations, page F-3

2. Please advise us how you considered SFAS 144 in recognizing the
gain on the disposal of your majority owned subsidiary, IG Wizard,
Inc., as of the date of entry into the stock purchase agreement
for
the sale of the subsidiary of December 31, 2004, rather than as of
the closing date of the sale of March 17, 2005, as disclosed in
the
Form 8-K filed March 21, 2005.  In addition tell us how you
calculated the gain and the nature of the operating loss reported.

Note 1 - Summary of Significant Accounting Policies, page 14

3. Please advise us of the specific interpretive guidance that was
applied in determining the weighted average number of shares
outstanding during 2003 and 2004 for purposes of the earnings
(loss)
per common share calculation as it relates to the shares returned
to
the company and shares issued at par value.

Note 6 - Acquisition of Dealership Reseller Rights for Common
Stock,
page 19

4. Please advise us why you have recorded the dealership rights
acquired based upon the par value of the stock, and the costs
incurred by the acquiree, instead of the fair value of the rights.

Item 8A - Controls and Procedures, page 21

5. Please revise to clarify, if true, that the certifying officer
found the disclosure controls and procedures (as defined in
Exchange
Act Rules 13a-15(e) and 15d-15(e)) to be effective as of the end
of
the period covered by the report based on the evaluation of these
controls and procedures required by Exchange Act Rules 13a-15(b)
or
15d-15(b), as required under Item 307 of Regulation S-B.  Please
make
conforming changes in your Form 10-QSB.

Exhibits for Form 10-KSB for Fiscal Year Ended December 31, 2004
and
Form 10-QSB for Fiscal Quarter Ended March 31, 2005

6. Please revise the certifications included as exhibits 31.1 and
31.2 to conform exactly to the presentation presented in Item
601(b)(31) of Regulation S-B, if such statements continue to be
true
considering the revised wording and evaluation date as of the
period
end, rather than as of a date within 90 days of the filing, of the
Form 10-KSB for the year ended December 31, 2004 and the Form 10-
QSB
for the quarter ended March 31, 2005.
Form 10-QSB for Fiscal Quarter Ended March 31, 2005

Condensed Balance Sheets, page 4

7. Please confirm to us that the Investment, at equity is being
accounted for such that your proportionate share of earnings of
the
investee, irrespective of actual distributions, are reflected in
the
financial statements for the quarter ended March 31, 2005, in
accordance with paragraph six of APB Opinion 18, or revise as
appropriate.  As the carrying value of this investment remains
unchanged for the quarter, it appears that no amount has been
recorded as equity in earnings on this investment for the quarter
ended March 31, 2005.

      As appropriate, please amend your filings 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 file your cover letter on EDGAR.
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 filings to be certain that the
filings include 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 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 filings; 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 filings or
in
response to our comments on your filings.

      You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3403 if you have questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

Mr. Harry P. Beugelink
Master Distribution Systems, Inc.
July 28, 2005
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