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CORRESP
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FORM F-1 AMENDMENT NO. 1

<R>As filed with the Securities and Exchange Commission on December 3
, 2004 File # 333-119735
</R>

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

<R>FORM F-1 /A
</R>

 Amendment No. 1

REGISTRATION STATEMENT

Under the

SECURITIES ACT OF 1933

SPROUT DEVELOPMENT INC.

(Name of Small Business Issuer in its Charter)

                Alberta

                   7372

          N/A

State or other Jurisdiction of

               Primary Standard Industrial              I.R.S Employer Identification No.

Incorporation or Organization

              Classification Code Number

Suite 1250, 720 – 5th Avenue S.W.,

Calgary, Alberta, T2P 3R7

Tel: (403) 262-6641 Facsimile: (403) 206-2439

Paracorp Incorporated

318 No. Carson Street Suite #208

Carson City, Nevada 89701(775) 883-0104

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies of Communications to:

W. Scott Lawler Esq.

1530-9th. Ave. S.E.,

Calgary, Alberta, Canada, T2G 0T7

Tel: (403) 693-8003, Facsimile (403) 272-3620

Approximate date of commencement of proposed sale to the public: as soon as possible after this Registration Statement is effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<R>

Title of Securities To Be Registered

 Amount To Be Registered

 Proposed Maximum Offering Price Per Unit1

 Proposed Maximum Aggregate Offering Price

 Amount of Registration Fee

Common Stock2

 4,000,000

 US $0.10

 $400,000

 $50.68

Warrants to purchase Common Stock

 4,000,000

 US $0.10

 $400,000

 $50.68

Common Stock3

 2,000,000

 US $0.104

 US $200,000

 $25.34

 Common Stock5

  4,000,000

  US $0.10

  US $400,000

  $50.68

 Warrants to purchase

 Common Stock5

  4,000,000

    N/A

  N/A

  $0.00

 Common Stock

 Underlying Warrants5

  2,000,000

  US $0.104

  US $200,000

  $25.34

(1)

Calculated pursuant to Rule 457(a ).

(2)

This Common Stock was previously issued in July, 2004, at a price of US$0.01875 per share .

(3)

Each of the 4,000,000 shares of previously issued Common Stock subject of this prospectus has a warrant attached to purchase Common Stock on the basis of two (2) warrants plus US$0.10 are convertible into one share of Common share of the Company at any time within 12 months from the effective date of this prospectus. Shares to be issued pursuant to warrant exercise are registered under this prospectus.

(4)

Calculated pursuant to Rule 457(g)(1).

 (5)

These securities represent the registration of the resale of the above listed securities.
 </R>

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION

SPROUT DEVELOPMENT, INC.

<R> THIS PROSPECTUS COVERS THE DISTIRBUTION AND THE SUBSEQUENT RESALE OF:
 </R>

4,000,000 Shares of Common Stock

4,000,000 Warrants

2,000,000 shares of Common Stock underlying the Warrants.

All of the 4,000,000 shares of Common Stock and 4,000,000 Warrants to purchase shares of Common Stock of Sprout Development, Inc., an Alberta, Canada corporation ("Sprout Development"), and the 2,000,000 shares of Common Stock underlying the 4,000,000 Warrants, offered hereby are being offered by Puroil Technology Inc., an Oregon corporation ("Puroil").  Puroil, the selling shareholder of the securities offered under this prospectus, is a venture capital company which owns 4,000,000 fully-paid shares of the Common Stock  (“Puroil”) Puroil, of Sprout Development, representing 22.2% of the issued and outstanding shares of Sprout.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

<R>securities involve a high degree of risk, and prospective purchasers should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities

  offered under this
 prospectus and one may never develop
for

any of the securities . (SEE "RISK FACTORS" BEGINNING ON PAGE 5)
 </R>

<R> prospectus covers the registration and distribution of (a) 4,000,000 shares of Common Stock, (b) 4,000,000 share purchase warrants convertible into an additional 2,000,000 shares of Common Stock upon tender to Sprout Development of two share purchase warrants plus the exercise price of $0.10 per (1) share of Sprout Development Common Stock within 12 months from the date of this prospectus; and (c) the 2,000,000 shares underlying the warrants. The 4,000,000 shares of Common Stock and 4,000,000 Warrants are being offered for sale under this registration statement.   The 2,000,000 shares of Common Stock underlying the Warrants are being registered under this prospectus, however, such shares cannot be directly distributed or offered for resale unless or until they are purchased upon the exercise of the applicable number of Warrants. This prospectus also covers the subsequent re-sale of the foregoing securities by the shareholders of Puroil Technology Inc.

 Pursuant to applicable U.S. securities laws and regulations, Puroil Technology Inc. and the selling security holders identified in this prospectus are deemed to be underwriters of the securities offered hereunder. Puroil Technology Inc. will be distributing the securities to its shareholders without any compensation or other consideration. The shareholders of Puroil Technology Inc., who are the selling security holders in this prospectus, will be selling the securities at a fixed price of $0.10 per share for their own accounts without other consideration from Sprout Development or any other party.

 Following the registration statement on Form F-1 in which this prospectus is included being declared effectively by the SEC, we intend to have an application submitted for approval of our common stock to be quotated on the Over-the Counter/Bulletin Board quotation system. Our common stock is presently not listed on any national securities exchange or the Nasdaq Stock Market.

 The information in this prospectus is not complete and may be changed.  The securities covered by this prospectus may not sell these securities until the registration statement relating to these securities been filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted

 The date of this Prospectus is December  __, 2004

 </R>

 .

 TABLE OF CONTENTS

 PROSPECTUS SUMMARY

  1

 RISK FACTORS

  5

 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND AUDITORS

  10

 OFFER STATISTICS AND EXPECTED TIME TABLE

  11

 KEY INFORMATION

  11

 INFORMATION ON THE COMPANY

  12

 OPERATING AND FINANCIAL REVIEW AND PROSPECTS MANAGEMENT”S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

  17

 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

  19

 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

  22

 SHARES ELIGIBLE FOR FUTURE SALE

  23

 THE OFFER AND LISTING

  23

 ADDITIONAL INFORMATION

  30

 DESCRIPTION OF SECURITIES

  43

 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

  44

 TRANSFER AGENT

  44

 FINANCIAL STATEMENTS

  F-1

PROSPECTUS SUMMARY

<R>The following is a summary of certain information contained in this document. While this summary provides an accurate description of the
material information included in this document, the reader
 is encouraged to review
 the more detailed information and financial statements contained elsewhere in this document. This
 summary also addresses various questions that you may have about the pro rata distribution to Puroil stockholders of the Offered Stock owned by Puroil. We refer to this distribution in this document as the "Distribution." Following this Summary are a series of questions and answers which we believe most readers will find useful relative to Sprout Development Inc. and this Distribution of the Offered Stock to the shareholders of Puroil. We encourage you to read them carefully so you may have a clearer understanding of this prospectus. </R>

Our Company

<R> Sprout
 Development was incorporated in Alberta on July 19, 2004. Our business address is Suite 702, 505 4th Avenue SW Calgary, Alberta, Canada. Our telephone number is (403) 262-6641, and our fax number is (403) 206-2439. </R>

<R> Sprout Development has been in the development stage since its formation on July 19, 2004. The Company plans to market web based software that provides a non-confrontational method for parents to communicate the schedules of their children in a co-parenting environment. Sprout Development's activities during the development stage have included corporate formation, stock issuance, and work on development of operating plans for the commercialization of Sprout’s software in North America. Once this prospectus becomes effective, we plan to pursue growth via a channel sales model, which is a common computer software industry practice of accessing the clients of business promote or sell products that would tend to have an interest in one’s own products.  In the case of Sprout, we will attempt to access customers through businesses that promote child management or co-parenting services to sell software written or offered by third parties. However, as of the date hereof, we have neither not contacted any channel sales companies to assist us in marketing the Sprout Development system, and no revenue producing activities have yet commenced.

 We are currently devoting 100% of our human resources to the development and approval of this prospectus and, due to the lengthy approval process, we do not expect to begin any product development until after the effective date of this prospectus. The Sprout Development system is not developed at this time, there are no “beta” versions available, and Sprout does not expect that the system will be functional until at least 6 months after the effective date of this prospectus. In management’s opinion, it is expected that the system could be marketed as soon as it is functional. This time frame is based solely on the experience of Sprout management and investors are urged to look elsewhere in this prospectus for the experience of Sprout management in developing and marketing software.

</R>

The Offering

Securities Being Registered

This prospectus covers the registration and distribution of (a) 4,000,000 shares of Common Stock; (b) 4,000,000 share purchase warrants convertible into an additional 2,000,000 shares of Common Stock upon tender to Sprout Development of two share purchase warrants plus the exercise price of $0.10 per one (1) share of Sprout Development Common Stock within 12 months of the date this prospectus becomes effective; and (c) the 2,000,000 shares underlying the warrants. The shares, the warrants and the shares underlying the warrants are collectively referred to as the "Offered Stock". The total amount of shares of Sprout Development Common Stock covered by this prospectus is 6,000,000 shares. All of these securities are owned directly by, and are being registered for distribution by, Puroil. Assuming full exercise of al Warrants, the 6,000,000 shares will constitute 30% of the Common Stock of Sprout Development issued and outstanding at the date of this prospectus.

</R>Puroil will distribute the Offered Stock to its shareholders (see "Distribution"). The distribution will be made to seven (7) holders of record of Puroil Preferred Class D stock and one hundred and three (103) holders of record of Puroil Common Stock, such holders being of record as of the close of business on July 31, 2004. The Distribution will be consist of 85% (3,400,000 shares) of the Offered Stock being distributed to Puroil's Class D Preferred shareholders and 15% (600,000 shares) of the Offered Stock being distributed to Puroil's common shareholders. The Puroil common shareholders will receive 1 share of the Offered Stock for each five shares of Puroil Common Stock held. The Puroil Class D Preferred shareholders will receive 425 shares of the Offered Stock for each Class D Preferred share held. There are six thousand (6,000) Class D Preferred Puroil shares. The 4,000,000 shares of the Common Stock distributed to Puroil shareholders will represent 22.2% of all the issued and outstanding shares of the Common Stock of the Company before any warrant exercise, and 30% of all the issued and outstanding shares of the Common Stock of the Company, assuming all the Warrants are exercised and converted into an additional 2,000,000 shares of Sprout Development Common Stock, of which there is no assurance. After the registration, the management of Sprout Development will, directly and indirectly, effectively control approximately 78 .8
% of the total issued and outstanding Common Stock of Sprout Development.  In the event that all of the Warrants are exercised, management will effectively control 70% of the issued and outstanding shares of Sprout Development
</R>

1

Sprout Development’s Authorized Share Capital

Number of Shares of Preferred Stock:

Authorized

 5,000,000 shares

Issued and Outstanding

        None

Number of Shares of Common Stock:

Authorized

 Unlimited  shares

Issued and Outstanding

 18,000,000 shares

Number of Share purchase Warrants:

Issued and Outstanding

4,000,000 warrants, convertible into 2,000,000 shares of Common Stock       upon tender to Sprout Development of two warrants plus payment of $0.10 for one (1) share of Sprout Development Common Stock within 12 months of the date this prospectus becomes effective.

Securities being registered in this registration statement:

(a) 4,000,000 Shares of Common Stock.

A total of 4,000,000 shares of Sprout Development Common Stock are being distributed, as a dividend, on a pro rata basis to Puroil shareholders. All 4,000,000 shares are being offered for sale under this registration statement.

(b) 4,000,000 Warrants to purchase Common Stock.

A total of 4,000,000 Warrants to purchase 2,000,000 shares of Sprout Development Common Stock is being distributed, as a dividend, on a pro rata basis to Puroil shareholders. All 4,000,000 Warrants are being offered for sale under this registration statement.

(c) 2,000,000 shares of Common Stock underlying the Warrants.

A total of 2,000,000 shares of Common Stock underlying the Warrants are being registered under this registration statement, but are not being offered for sale hereunder.

RISK FACTORS

The shares of  Sprout Development, Inc., involve a high degree of risk. Holders should review carefully and