SecProbe.io

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Mail Stop 4561
									September 16, 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
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		Form 10-QSB for Fiscal Quarter Ended June 30, 2005
		File No. 0-32765

Dear Mr. Beugelink:

      We have reviewed your response letter dated August 26, 2005
and
have the following additional comments.  Where indicated, we think
you should revise your documents in response to these comments.
In
some of our comments, we 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 the Fiscal Year Ended December 31, 2004

Balance Sheet, page F-2

1. We note your response to our original comment number one and
the
Form 8-K/A filed September 12, 2005, which states that the IG
Wizard,
Inc. ("IGW") transaction was consummated and the closing occurred
on
March 17, 2005, but with an effective date of December 31, 2004.
However, the disclosure goes on to state that IGW was accounted
for
as a subsidiary of the Registrant with discontinued operations
from
December 31, 2004 through the date of the closing.  Further, based
upon the stock purchase agreement filed as exhibit 2.2, it appears
that the transaction was subject to termination through the date
of
closing.  In light of these factors, please clarify whether IGW
was
in fact considered a subsidiary through the closing date of March
17,
2005.  Please refer to paragraph 46 of SFAS 144 regarding the
reporting of long-lived assets classified as held for sale.  It is
not clear to us how paragraph 141 of CON 6 supports your
conclusions.

Statement of Operations, page F-3
2. We note your response to our original comment number two.  As
noted above, based upon the IGW stock purchase agreement filed as
exhibit 2.2 to the Form 8-K/A filed September 12, 2005, it appears
that the transaction was subject to termination through the date
of
closing.  As such, it appears that the closing date represents the
actual date of sale.  In light of this, please tell us how you
considered SFAS 144 in determining it was appropriate to recognize
the gain on the sale as of December 31, 2004.  Please disclose to
us
your calculation of the gain on the sale, including the amount of
the
loss of IGW that OFG Europacific Ltd. agreed to assume.

Note 1 - Summary of Significant Accounting Policies, page 14

3. We note your response to our original comment number three that
you relied on SAB Topic 4D in considering all shares issued for
nominal value as issued and outstanding from inception for
purposes
of the weighted average shares outstanding during 2003 and 2004
for
purposes of the earnings (loss) per common share calculation.
Topic
4D relates specifically to earnings per share computations in
initial
public offerings and therefore does not appear to be applicable.
Please advise us of the specific facts and circumstances that you
relied upon in determining that Topic 4D was applicable to both
the
shares issued at par value and the shares returned to the company.
4. We note your response to our original comment number four that
you
relied upon SAB Topic 5G in assigning a value to the dealership
reseller rights received in exchange for common stock.  Topic 5G
addresses transfers of nonmonetary assets to a company by its
shareholders in exchange for stock prior to or at the time of the
company`s initial public offering.  Please disclose to us the
specific facts and circumstances that you relied upon in
determining
that Topic 5G was applicable to your acquisition of the dealership
reseller rights.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Item 3 - Controls and Procedures, page 13

5. Please revise to clarify, if true, that the certifying officer
found the disclosure controls and procedures to be effective as of
the end of the period covered by the report, as required under
Item
307 of Regulation S-B.

Item 6 - Exhibits and Reports on Form 8-K, page 14

6. Please revise the certifications included as exhibits 31.1 and
31.2 to conform to the wording presented in Item 601(b)(31) of
Regulation S-B.  Refer to Management`s Report on Internal Control
over Financial Reporting and Certification of Disclosure in
Exchange
Act Periodic Reports, SEC Release No. 33-8392, available on our
website at <http://www.sec.gov/rules/final/33-8392.htm> for
guidance.

      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.

      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.
September 16, 2005
Page 3

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