SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                            THE O'NEAL LAW FIRM, P.C.
                            17100 East Shea Boulevard
                                   Suite 400-D
                          Fountain Hills, Arizona 85268
                              (480) 812-5058 (Tel)
                              (480) 816-9241 (Fax)

Amanda Sledge
Staff Accountant
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

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 Ms. Sledge:

We are writing in response to your comment  letter dated  September  16, 2005 in
connection  with the  above-referenced  filing.  The  numbered  responses  below
correspond to your numbered comments.

     Balance Sheet page F-2
     ----------------------

     Response
     --------
     1. We have made the changes  necessary to comply with SFAS 144 and deferred
     the gain on the disposition of the subsidiary  until the date of closing in
     March 2005.

     Statement of operations, page F-3
     ---------------------------------

     Response
     --------
     2. As a  result  of  complying  with  the  above  item,  the  gain has been
     eliminated  as of December  31, 2004 and  reported in the Form 10-QSB as of
     March 31, 2005. The subsequent events footnote to the financial  statements
     included in Form 10-KSB now contains the  disclosure and details of the net
     liabilities assumed by OFG, which is the basis for the gain, now deferred.

     Note 1 - Summary of Significant Accounting Policies, page 14
     -----------------------------------------------------------

     Response
     --------
     3.FASF   128,    paragraph   54   states   that   nominal   issuances   are
     recapitalizations  in substance and should be reflected in a manner similar
     to a stock  split or stock  dividend  for which  retroactive  treatment  is
     required in computing EPS. In the SEC disclosures  checklists  published in
     2004 by Miller,  SAB Topic 4D is discussed at 31.12 and it  references  not
     only  that  nominal  issuances  apply  to  registration  statements  but to
     subsequent filings with the SEC. We regard par value as a nominal value for
     which all shares were issued.

     Response
     --------
     4. In  connection  with the  consideration  received  by the Company for 10
     million  shares,  the Company's  stock did not have any trading history nor
     did the reseller  agreement  exchanged  for the issuance of that stock have
     any previous history of value. It was created by OFG and CCWW to enable MDS
     the opportunity of selling  dealership  licenses in certain  countries.  No
     consideration was paid to CCWW to acquire the agreement.  Accordingly,  the
     basis for the $10,000 value of the agreement was the cost of creating it of
     approximately  $10,000  which OFG paid in  connection  with  legal fees and
     costs including travel to Canada. We regard the historical cost of creating
     the agreement to be the only measurement of value in the circumstances, and
     that is why it was used. There was no market for this asset previously, and
     the subsequent losses of the Company have supported the fact that there was
     little value to it.

     APB 29 paragraph  4b. states that its opinion does not apply to "a transfer
     of  nonmonetary  assets  solely  between  companies or persons under common
     control,  such as between a parent company and it subsidiary or between two
     subsidiary  corporations  of the same parent,  or between a corporate joint
     venture and its  owners".  Therefore  the  criteria of that  opinion  which
     includes  objective  values for an asset  acquired or stock  issued are not
     applicable.  Only the  transferee's  historical  cost  basis  of the  asset
     acquired by the Company  seemed to be the best  measurement  of value to be
     assigned to the asset acquired and the SEC's Topic 5G supports this, albeit
     no IPO was involved,  but there was a  registration  statement  filed which
     subsequently became effective .

     The Form  10-QSB as of June 30,  2005 is amended to include in the  current
     year, the year to date amended  presentations  necessary to report the gain
     which is now being reported during the first quarter of 2005.

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

     Item 3- Controls and Procedures
     -------------------------------

     Response
     --------
     5. We have revised this  disclosure to clarify that the certifying  officer
     found the  disclosure of controls and  procedures to be effective as of the
     end of the covered period.

     6. We have revised 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.

     Please do not hesitate to contact us if you have any further questions.

     Very truly yours,

     /s/William D. O'Neal
     --------------------
        William D. O'Neal
</TEXT>
</DOCUMENT>