SecProbe.io

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Room 4561

								June 14, 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. 3 to Form F-1
		Filed May 10, 2005
		File No. 333-119735

Dear Mr. Cozac:

   We have reviewed your filing and have the following comments.
1. See prior comment 9.  We note that each of the additional risk
factors on page 9 includes a subheading that merely states a fact
or
facts about the company`s business without identifying in the
subheading the risk associated with that set of facts.  For
example,
risk factor 6 states that you have not conducted any marketing
tests
or studies on your software concept.  Please revise this and the
other two subheadings to state briefly the risk associated with
the
facts.
2. Based on your representations to us that the distribution ratio
was determined between Mr. Durward, President of Puroil, and Mr.
Cozac, then Director of Puroil, who became President of Sprout
"after
the offering was closed," and your disclosure that the ratio was
determined by negotiation between the Puroil President and the
Puroil
Class D preferred shareholders on page 15, it appears that the
offering of the Sprout shares to Puroil shareholders was commenced
prior to filing the registration statement.  The July 22, 2004
Special Resolution of the Board describing the terms and
conditions
attached to the Class D preferred shares, which includes the
Sprout
distribution, supports the conclusion that an offer occurred in
2004,
prior to filing the registration statement.  It would appear,
therefore, that the registration statement should not include the
distribution, which was commenced outside of the registration
process.  Rather, the distribution should be completed outside the
registration process in reliance on an available exemption.  We
continue to believe that the registration statement should be
limited
to the resale of the Units and the components thereof, as well as
the
exercise of warrants by transferees of the shareholders of Puroil
who
resell those warrants.  Please provide us with your analysis of
why
you disagree with our conclusion that an offer to distribute the
Sprout shares occurred prior to filing the registration statement
or
amend the filing in the manner described above.
3. You represent in the prospectus that Sprout Development does
not
expect that the distribution of the Units will result in any
material
U.S. tax consequences on U.S. shareholders of Puroil.  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 file a tax
opinion pursuant to Item 601(b)(8) of Regulation S-K.

      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 Maryse Mills-Apenteng at (202) 551-3457
with
any questions, or, in her absence, the undersigned at (202) 551-
3462.
If you still require further assistance, please call Assistant
Director Barbara Jacobs at (202) 551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

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

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