SecProbe.io

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Mail Stop 0511					November 10, 2004

Wallace Boyack, President and Chief Financial Officer
Iron Star Development, Inc.
175 South Main Street, No. 1212
Salt Lake City, Utah  84111

Re:  	Iron Star Development, Inc.
        	Registration Statement on Form 10-SB
        	File No.  0-51012
        	Filed November 5, 2004

Dear Mr. Boyack:

	A preliminary review of your registration statement has been done
and we have the following comments.

	Part I

1. Disclose under appropriate caption, prior blank check experiences
involving officers and directors of the company.  Describe in column

2. format the name of each company.  Include the date of registration
and file number with the Commission and the current status of the
company`s filings.  Also, state whether any acquisitions, business
combinations, or mergers are pending, have occurred and the current
operating status of each.  Any additional material disclosure should
be included.

Part II

Item 1.  Market Price of Dividends on the Registrant`s Common Equity
and Other Shareholders Matters, Page 14

3. We direct your attention to the letter of January 21, 2000 to Mr.
Ken Worm, Assistant Director of the OTC Compliance Unit at NASD.  This
letter indicates our view that the securities issued by a blank check

company cannot be resold under Rule 144 but must be registered under
the Securities Act of 1933.   Amend the registration statement
throughout to make the appropriate additions to conform to this
comment.

No further review of your filing will be made at this time.  You are
requested to file an amendment on Form 10SB12G/A to include the
necessary information within fifteen business days, or inform the
staff prior to that time when the amendment will be made.

Other

    We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

             In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

*******

	Please be advised that your registration statement will
automatically become effective 60 days after filing.  Upon
effectiveness, you will become subject to the reporting requirements
of the Securities Exchange Act of 1934, even if we have not cleared
your

 comments.  Note that the NASD Bulletin Board will not accept your
listing until we have cleared all comments.  In the event that it
appears that you will not be able to respond by the 60th day, you may
wish to consider withdrawing your registration statement and refilling
when you have prepared a response to our comments.  In addition,
should the filing become effective in its present form the Division
would be required to consider what recommendation, if any, it should
make to the Commission.

	Any questions on the above matters may be directed to the
undersigned at (202) 942-2999 or Goldie B. Walker at (202) 942-1986.

						Sincerely,

						John D. Reynolds, Assistant Director
					           	Office of Emerging Growth
Companies
						Division of Corporation Finance

Wallace Boyack, President and Chief Financial Officer
Iron Star Development, Inc.
November 10, 2004
Page 3

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