SecProbe.io

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Mail Stop 4-6

								March 17, 2005

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. 2 to Form F-1
		Filed February 16, 20054
		File No. 333-119735

Dear Mr. Cozac:

   We have reviewed your filing and have the following comments.

1. We note that you provided us supplementally with an updated
consent from your independent auditor, however, the consent was
not
filed on EDGAR.  Please ensure that the consent is updated and
filed
with your next amendment.

Calculation of Registration Fee Table
2. Please revise to present the Units on a separate line, and
indicate in the "title of security" or by footnote that each Unit
consists of one share of common stock and one warrant to purchase
one-half of a share.  Will there be separate Unit certificates?
Is
there a Unit deposit agreement or similar arrangement that
establishes the terms of the Units and the rights of Unit-holders
as
opposed to holders of the components of the Units?  In the
prospectus, clarify the manner in which the shares and warrants
that
are components of the Units are "attached."
3. We reissue prior comment 1 in part.  You indicated that the
preferred shares originally designed to be cancelled were modified
"quite a while ago."  Please tell us in more specific terms when
the
terms of the transaction were modified to incorporate the non-
cancellation of those shares.  Was this modification made prior to
October 14, 2004?  Moreover, you have not addressed the issue of
how
the distribution ratio was negotiated and authorized.  Are the
terms
of the distribution consistent with the rights of Class D
Preferred
as outlined in Puroil`s governing documents?  In this respect,
please
provide us supplementally with a copy of Puroil Technology`s
bylaws
and articles of incorporation.  If not, on what basis was the
distribution ratio determined?  It remains unclear to us whether
an
"offer" associated with the distribution of the Units and the
underlying securities to the Puroil holders was commenced prior to
the filing of the registration statement.  If those securities
were
offered to Puroil holders before the registration statement was
filed, the sale of the offered securities should be completed
outside
of the registration process.  In this respect, we note that you
have
indicated that all the Puroil holders are Canadians, and the
relationship of the Securities Act to the distribution outside the
United States to Canadian investors is not clear.  Please explain
why
the transaction you are registering is not limited to (a) resales
of
Units and the components of the units (underlying shares and
warrants) and (b) the issuance of any shares upon warrant exercise
by
holders of warrants who acquire those warrants from resellers
under
the registration statement.
4. See prior comment 2.  We note that your response to this
comment
is incomplete.  Please be advised that this comment must be
resolved
prior to effectiveness.  How will you ensure that transfers by the
underwriters in this transaction will occur in compliance with
Federal securities laws?  In our prior comment we suggest some
steps
you should consider implementing and describing in your
prospectus.

5. See prior comments 3 and 4.  First, we do not understand how
you
are registering 4,200,000 units given that the warrant agreement
defines a unit as consisting of two warrants to purchase one share
at
a fixed price of $0.10 per share.  Second, the warrant agreement
does
not appear to tie the warrant shares to the 4 million shares of
common stock being registered as a unit.  It appears that the 4
million shares of common stock previously issued may be disposed
of
separately from the warrant shares, which must be exercised as
units
in order to obtain the underlying shares.  Please revise or
advise.

To the extent that the cover page is revised in response to this
comment, please ensure that the changes are consistent throughout
and
that the formatting, as shown in the fourth and now sixth
paragraphs,
avoids the use of enumerated and lettered sub-paragraphs.
6. See prior comment 10.  The disclosure regarding the "arm`s
length
transaction" is inconsistent.  You state on page 11 that the
distribution ratio was determined between the "Puroil president
and
the Puroil Class D preferred shareholders" and on page 24 you
state
that the ratio was determined between "Sprout Development
management
and the Puroil Preferred D shareholder.  Please reconcile.
7. We note that Mr. Durward, president and control person of
Puroil,
which holds a greater than 20% share ownership position in Sprout,
also appears to be a Preferred D shareholder of Puroil shares.
The
related party relationship between Sprout and Puroil and Mr.
Durward`s role as an affiliate on both sides of the transaction
would
make the negotiating process one that is on terms other than
"arm`s
length."  If you believe the terms of the transaction are no less
favorable than the ones that could have been obtained from an
unrelated party, it would be appropriate to disclose that fact,
provided you have adequately explained the basis on which you are
able to reach such a conclusion.  Please revise accordingly.
8. See prior comment 12.  The revised disclosure relating to the
contract with International Securities Group, Ltd. (ISG) states
that
Sprout will issue 25,000 shares of common stock in addition to
payment of $9,000 if it introduces Sprout to a market maker.  The
contract provides on page 2 that ISG will receive "an additional
$3,000 US and 25,000 shares" in the event it finds a market maker.
Please revise or advise.
9. See prior comment 19.  Please add a risk factor describing the
stage of development of the software concept being licensed so
that
shareholders can have a clear understanding of the uncertainties
relating to the license.  Include in the discussion the risk or
risks
associated with relying on an untested software concept whose
commercial viability has not been demonstrated.  State that no
product relating to the concept has been developed to date and
discuss the fact that other products underlying the same concept
could be developed by other companies and that the transferor has
no
right to exclude others from engaging in those activities.
10. Consistent with an earlier phone conversation between you and
the
staff, we refer you to interpretation 1S of the Securities Act
Form
portion of the March 1999 supplement to the publicly available
Corporation Finance telephone interpretation manual, which refers
you
to Securities Act Release No. 6360 (Nov. 20, 1981) where the term
"authorized U.S. representative" is discussed.  We note your
representation in your cover note that you will include the
signature
of an authorized U.S. representative in your next amendment.
11. See prior comment 21.  We note that the disclosure has been
significantly revised on page 37 in response to our prior comment;
however, the disclosure now appears to be inconsistent.  On page
37
you state that "Sprout Development does not expect that the
Distribution of the Units will result in any material U.S. or
Canadian tax consequences. . . ."  Yet on page 4 you state that
the
"[d]ividends and distributions received are taxable as ordinary
income for federal income tax purposes. . . ."  If the statement
on
page 4 relates only to Canadian shareholders, please clarify this
and
disclose in the prospectus your assertion provided supplementally
that because "all of the shareholders of Puroil are residents of
Canada, there is no impact on US investors from the distribution."
Please revise to ensure consistent disclosure throughout the
prospectus.

Financial Statements

Independent Auditors Report, page F-2
12. Revise the audit report to include a manual signature.  In
this
regard, we note the /s/Bateman & Co. was deleted.

Note 5 - Issuance of shares and warrants
13. We note that the description for the 10,000 shares issued on
July
19, 2004 is "Shares issued for cash and software license."  If
these
shares were issued to Mr. Balsara, help us understand why it is
appropriate to indicate that these shares were issued in
connection
with the software license.  Please advise or revise as necessary.

      As appropriate, please amend your registration statement and
related periodic filings in response to these comments. 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
supplemental information.  Detailed cover letters greatly
facilitate
our review.  We may have additional comments based on reviewing
your
amendment and responses to our comments.

      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) 272-3620
	W. Scott Lawler, Esq.
	Lawler & Associates

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Sprout Development, Inc. Amendment No. 2
March 17, 2005
Page 1 of 4

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