SecProbe.io

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August 26, 2005

By Fax

Mr. Steven Jacobs
Accounting Branch Chief
Securities and Exchange Commission
Washington, D.C. 20549

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. Jacobs:

Thank you for your letter  dated July 28, 2005 and  subsequent  fax dated August
24, 2005 from Amanda  Sledge.  We have reviewed your comments and have responded
below.

Master Distribution Systems,  Inc.  acknowledges that, as the registrant,  it is
responsible  for the adequacy and  accuracy of the  disclosures  in its filings,
that 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  that it 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.

Below, we have restated your comments and inserted our corresponding responses.

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.

     RESPONSE:  The  financial  statements  and note 8 reported  the sale of the
     subsidiary as of December 31, 2004. The  transaction was not consummated on
     March  17,  2005,  that  was the  date  the  formalization  of the  closing
     occurred. In accordance with CON6 paragraph 141, the Company gave effect to
     the transaction when it agreed to sell the subsidiary.

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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 March
     17, 2005. In addition tell us how you calculated the gain and the nature of
     the operating loss reported.

     RESPONSE:  As discussed  above the sale of the  subsidiary  was in calendar
     2004, not 2005.  The operating loss of the subsidiary was calculated  based
     on the  transactions of the subsidiary  through  December 31, 2004, and the
     gain  was  based  on the  fact  that the  amount  of loss  incurred  by the
     subsidiary as of that date was agreed to be repaid by the Company's parent.

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.

     RESPONSE:  In  accordance  with the SAB Topic 4D,  all  shares  issued  for
     nominal value were considered as issued and outstanding from inception.

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.

     RESPONSE:  The  value  assigned  to the  rights  were  based on its  recent
     acquiree's cost which  approximated  the par value of the stock.  Since the
     parent of the Company  incurred the cost of the rights,  in accordance with
     Topic 5 G,  historical  cost to the parent was deemed to be the appropriate
     basis for recording this transaction.

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 the 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 the
     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.

     RESPONSE:  Item 8A was revised to include the requested revision.

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.

     RESPONSE: Exhibits were revised to include the requested revision.

Form 10Q-QSB for Fiscal Quarter Ended March 31, 2005

Condensed Balance Sheet, 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.

     RESPONSE:  The  investment  at  equity  should  have  been  reported  as an
     investment  at cost and was done so in the most recent Form 10QSB filing as
     of June 30, 2005. Accordingly,  there was no requirement to record periodic
     earnings at equity.

     Please find attached  copies of the revisions we have made pursuant to your
     suggestions.

Yours very truly,

Master Distribution Systems, Inc. per:
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/s/Harry P. Beugelink

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