SecProbe.io

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Mail Stop 0406

								December 28, 2004

Darryl Cozac
Chief Executive Officer
Sprout Development, Inc.
c/o Paracorp Incorporated
318 No. Carson Street Suite #208
Carson City, Nevada  89701

	Re:    	Sprout Development, Inc.
		Amendment No. 1 to Form F-1
		Filed December 3, 2004
		File No. 333-119735

Dear Mr. Cozac:

	We have reviewed your filing and have the following comments.

General
1. We note your response that the holders of Class D preferred
shares
will not have their shares cancelled upon receipt of the Sprout
shares as previously disclosed but will retain their preferred
shares
and that an exchange is therefore not being effected.  Please tell
us
the chronology of events that occurred in establishing the terms
of
the offering being registered.  Your supplemental response advises
that the distribution ratios were determined by the president of
Puroil and the president of Sprout whereas the disclosure states
on
page 11 that the ratio "was determined by arm`s-length negotiation
between the Puroil president and the Puroil Class D preferred
shareholders."  It appears that an initial determination was made
that the preferred shares would be cancelled and returned to
treasury
and that the terms of the transaction are still being negotiated
such
that those shares will no longer be cancelled.  Please provide a
complete response regarding when and by whom the terms of the
offering were established.
2. Because all the recipients of the securities in the
distribution
are underwriters, the securities they receive will not be freely
transferable, and could typically be resold only by using the
prospectus, or a subsequent prospectus.  With a view to
disclosure,
describe the steps you will take to ensure that transfers by these
underwriters will only be made by means of registered transfers or
upon demonstration of the availability of an exemption to the
satisfaction of the issuer.  For example, will a legend be printed
on
the certificates delivered to the holders or will stop transfer
instructions be provided to the transfer agent?  What steps have
or
will be taken to ensure that subsequent transfers by the
underwriters
will comply with the registration requirements of the Securities
Act?
What measures has the issuer taken to ensure that the underwriters
comply with the prospectus delivery requirements?

Cover Page
3. We note that the cover page refers to selling the "securities"
at
"a fixed price of $.10 per share".  Because there are two classes
of
securities that are being offered for sale, namely the common
stock
and warrants, the initial offering price for each class of
securities
being offered should be stated on the cover page.  Please revise
accordingly.
4. Please condense the information in the first and fourth
paragraphs
to eliminate duplicative text and to present only the information
that is necessary to understand the nature of the transactions
being
registered and the securities involved in those transactions.
Reformat the presentation to avoid complex, long sentences with
lettered sub-clauses.
5. See prior comment 8.  We reissue this comment.  State on the
cover
page that the warrants will expire 12 months from the effective
date
of this registration statement.
6. Please include on the cover page the rate at which shares of
stock
and warrants will be distributed to Puroil holders.  Shareholders
should know from the cover page disclosure how many shares of
Sprout
they will receive in relation to the Puroil shares held.  It
appears
that this information is disclosed on page 11 but a concise
description should be on the cover page.

Summary
7. See prior comment 11.  We reissue this comment in part.  Please
remove the reference to "certain information" from the first
sentence.
8. See prior comment 12.  The revised disclosure describes your
reliance on a channel sales model; however, the disclosure is
unclear.  Revise the sentence on page 1 that reads in part
"accessing
the clients of business promote or sell products that would tend
to
have an interest in one`s own products" to describe more clearly
how
the model is expected to operate.
9. Regarding the four paragraphs following the Summary Statement
of
Operations Data on page 3, it appears that the first two
paragraphs
should be deleted as they are repetitive of information presented
on
page 1.  The paragraph relating to how the company plans to
generate
revenues seems more appropriately included under the subtitle Our
Company where your address briefly the company`s business plans.

Reasons for the Offer and Use of Proceeds
10. Please remove the reference to "arm`s length negotiations" as
they are inappropriate in this context.  Consider this comment in
evaluating other text in your filing that refers to related party
transactions.

Use of Proceeds
11. See prior comment 21.  Revise the disclosure in Use of
Proceeds,
consistent with the Expenses of the Distribution chart on page 29,
to
state the total estimated cost related to the offering being
registered.
12. See prior comment 22.  We were unable to locate a supplemental
copy of the agreement with the consultant as previously requested.
Supplementally advise where in the prospectus you discuss the
services to be provided by the consultant and the $10,000 fee in
exchange for those services.  Furthermore, please explain why a
contract of this type in the amount of $10,000 is not material to
the
company whose assets total less than $80,000.  See Item
601(b)(10)(i)(B).

Business
13. See prior comments 23 and 24.  We reissue our prior comments.
We
note your supplemental responses that references to third-party
websites and research reports have been deleted from the
prospectus;
however, the www.mediate.com, http://www.cdc.gov/nchs/nsfg.htm,
www.localendar.com, www.infocode.com.au, www.timetrade.comand, and
www.TimetoParent.com  continue to be referenced in the prospectus.
Similarly, you continue to include references to the National
Center
for Health Statistics and Centers for Disease Control.  If you
wish
to include these sources, please provide the supplemental marked
copies previously requested.

Operating and Financial Review and Prospectus Management`s
Discussion
and Analysis of Plan of Operation, page 17
14. We note your response to comment number 33.  Your response
states
that the professional and legal expenses were not capitalized as
prepaid expenses yet your disclosure on page 17 still states such.
We further note that your disclose still states that these costs
will
be charged against Capital in Excess of Par Value upon receipt of
the
stock proceeds.  Revise your disclosures accordingly.  We note
your
reference to generally accepted accounting principles in your
response.  Tell us the specific literature under GAAP that
supports
your accounting.
15. We note your response to comment number 34.  Revise to
disclose
your accounting policy for offering costs within your accounting
policies in your audited financial statements.
16. We reissue prior comment 29.  Please identify with specificity
the average monthly costs for the company on a going forward
basis.
What will your anticipated general and administrative costs after
effectiveness of this filing?  What will be the effect of known
changes as a result of becoming a reporting company?  Please
provide
clear disclosure regarding your historical costs relating to
registering the distribution and resales and known trends
regarding
future activities once the filing has been declared effective.

Selling Shareholders, page 25
17. We note your revisions to the shareholder table, which have
substituted the listing of shares and warrants with a reference to
"units" held pre- and post-distribution.  Because you are
registering
the distribution and resale of shares, warrants and shares
underlying
the warrants and not "units," the shareholder table presentation
must
reflect the transaction being registered.  Please revise the
presentation accordingly.
18. Please revise the table to include all the information
required
by Item 507 of Regulation S-B for each class of securities
offered.
For example, the security ownership prior to and after the
distribution is not clear.  The listing should correspond to the 6
million shares and 2 million warrants referenced on the cover
page.
In this regard, it is unclear how Mr. Cozac`s 13.9 million shares
ties in with your total of 4,000,000.  Ensure that the aggregate
securities offered by the listed selling security holders
correspond
to the total number of each class of securities you register for
resale  Please revise.

Material Contracts, page 35
19. We note that you have revised the disclosure on page 35
relating
to the material contract with Mr. Cozac for the "child-time-
management software concept."  You state that the license gives
Sprout "access to a concept and not a developed product" and
permits
Sprout to "develop, market, sell and sub-lease software" based on
that concept but does not protect against competitors that develop
similar products.   It is unclear from this description that any
underlying ownership right has been conveyed with the "concept"
and
that a "license" actually exists.  It appears that the "concept"
relates to activities that any anyone can engage in and the
transferor has no right to exclude others from engaging in those
activities.  The use of the term "license" in this context
therefore
appears to be inappropriate.  Please advise.

Exhibits
20. See prior comment 39.  The license agreement should be filed
under Item 601(b)(10) as a material contract rather than under
Item
601(b)(4), which relates to instruments defining the rights of
security holders.
21. We are unable to concur with your response to prior comment
41.
What is the basis for your belief that there are no material
federal
tax consequences and that a tax opinion is not required?  We note
that page 37 of the prospectus states that you believe the
distribution will be treated as a "tax-free return of capital to
the
extent that the fair market value of such portion of the amount
received does not exceed the stockholder`s basis in the Puroil
Common
Stock held. . . ." The conclusion that the transaction is tax-free
to
shareholders is material to investors and must be supported by an
opinion of counsel or an independent public or certified
accountant.
Please provide a tax opinion in support of the tax consequences.
See
Item 601(b)(8) of Regulation S-B.  The prospectus disclosure
should
identify tax counsel, the matters covered by the opinion, and the
relevant Internal Revenue Code sections.
22. In light of your disclosures on page 37 regarding the tax
treatment of the distribution, your answer to the question on tax
treatment does not provide a clear statement as to the tax
consequences and in that regard is not consistent with that
disclosure.  Please revise.

Signatures
23. We reissue our prior comment 43.  Please indicate who is
signing
in the capacity of authorized representative in the United States.

Financial Statements

Independent Auditors Report, page F-2
24. We note your response to comment number 44.  In the future,
please ensure that the audits performed by your independent
auditors
comply with all of the PCAOB`s audit requirements.  Specifically,
see
"Auditing Standard No. 3 - Audit Documentation."

Note 1 - Organization and Summary of Significant Accounting
Policies
Fair value of Financial Instruments and Derivative Financial
Instruments
25. We note your response to comment 46 but note that the
reference
to SFAS 119 is still included in your filing.  Revise to clarify
the
accounting literature you follow for your financial instruments
and
derivative financial instruments.

Note 5 - Issuance of shares and warrants
26. We note your response to comment number 47.   Supplementally
tell
us about the restrictions on the shares that were issued to Mr.
Cozac
and Mr. Balsara.  Tell us how these restrictions affected the
valuation of the share price.
27. We note your response to comment number 49 but do not believe
that you have addressed the issuance of shares to Mr. Balsara.
Revise and tell us why the shares were issued to Mr. Balsara.

Recent Sales of Unregistered Securities
28. On page 41 you state that the shares issued to Mr. Cozac were
issued as consideration for establishing the Company and
contributing
the concept underlying the Company`s business plan.  This is not
consistent with your disclosure on page 41.  Please revise
accordingly.  We further note on page 41 that you disclose that no
cash consideration was paid for these shares yet on page F-5 you
disclose they were issued for cash.  Supplementally tell us and
revise your filing.

*              *              *              *

      As appropriate, please amend your filing in response to
these
comments.  You must submit an electronic version of the filing
with
the amendment that is marked in accordance with Item 310 of
Regulation S-T.  You may wish to provide us with marked copies of
the
amendment in paper format to expedite our review.   Please furnish
a
cover letter with your amendment that keys your responses to our
comments.  Detailed cover letters greatly facilitate our review.
That response  letter should be filed electronically.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You should contact Christine Davis at (202) 942-2894, if you
have questions or comments on the financial statements and related
matters.  If you require further assistance with respect to
financial
statement and accounting matters, you may contact Lisa Mitrovich,
Assistant Chief Accountant, at (202) 942-1836.  With respect to
all
other matters, please contact Maryse Mills-Apenteng at (202) 942-
1861
with any questions, or, in her absence, the undersigned at (202)
942-
1818.  If you still require further assistance, please call
Assistant
Director Barbara Jacobs at (202) 942-1800.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via facsimile: (403) 272-2620
	W. Scott Lawler, Esq.

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