SecProbe.io

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September 6, 2005

VIA EDGAR AND BY FAX (202-772-9218)
Michele Gohlke, Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Mail Stop 6010
Washington, D.C. 20549

RE:      SCANNER TECHNOLOGIES CORPORATION
         FORM 10-KSB FOR YEAR ENDED DECEMBER 31, 2004
         FILED MARCH 15, 2005
         FILE NO. 000-08149

Dear Ms. Gohlke:

         On behalf of Scanner Technologies Corporation (the "Company"), we are
responding to the comments in your letter dated August 26, 2005 with respect to
the Company's Form 10-KSB for the fiscal year ended December 31, 2004. Each
response is numbered to correspond to the number of the relevant comment in your
letter.

FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
------------------------------------------------

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, PAGE F-6
---------------------------------------------------------------------------

ACCOUNTING FOR STOCK COMPENSATION, PAGE F-7
-------------------------------------------

1.       YOU STATE THAT IN YOUR FAIR VALUE CALCULATIONS, YOU ASSUME A VOLATILITY
         OF 0% AS YOUR STOCK IS THINLY TRADED AND YOU ARE "ESSENTIALLY A
         NONPUBLIC ENTITY." PLEASE NOTE THAT THE PROVISION OF PARAGRAPH 174 OF
         SFAS 123 REGARDING THE USE OF THE MINIMUM VALUE METHOD APPLY ONLY TO
         NONPUBLIC ENTITIES, AND THEREFORE ANY PUBLIC ENTITY, REGARDLESS OF THE
         TRADING ACTIVITY OF ITS STOCK, IS NOT PERMITTED TO APPLY THE
         MINIMUM VALUE METHOD. REVISE YOUR VOLATILITY ASSUMPTIONS IN FUTURE
         FILINGS TO COMPLY WITH THE PROVISIONS OF SFAS 123. IN THIS REGARD, WE
         REFER YOU TO PARAGRAPHS 284-285 OF SFAS 123, WHICH PROVIDES GUIDANCE ON
         ESTIMATING EXPECTED VOLATILITY.

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Michele Gohlke
September 6, 2005
Page 2

         In future filings we will revise our volatility assumptions to comply
with the provisions of SFAS 123. In particular, we will utilize the guidance in
paragraphs 284-285 of SFAS 123 to assist us in estimating our expected
volatility.

NOTE 11. CONTINGENCIES AND UNCERTAINTY, PAGE F-16
-------------------------------------------------

2.       WE NOTE THAT IN CONJUNCTION WITH THE 2003 SETTLEMENT OF PART OF YOUR
         LAWSUIT AGAINST ICOS VISION SYSTEMS CORP, YOU PAID YOUR PRESIDENT
         $160,000 FROM THE PROCEEDS OF THE SETTLEMENT.  WE FURTHER NOTE THAT
         THIS PAYMENT WAS IN ACCORDANCE WITH A 2002 AGREEMENT WHEREBY YOUR
         PRESIDENT FORGAVE COMPENSATION THAT HE HAD EARNED IN EXCHANGE FOR THE
         RIGHTS TO A PERCENTAGE OF AMOUNTS COLLECTED ON PATENT LITIGATION.
         DESPITE THE CONTINGENCIES INVOLVED, IT APPEARS THAT THESE PAYMENTS TO
         YOUR PRESIDENT IN ESSENCE ARE COMPENSATION PAYMENTS FOR PAST SERVICES
         PROVIDED. HOWEVER, WE NOTE THAT YOU HAVE RECORDED THESE PAYMENTS AS AN
         OFFSET TO THE GAIN FROM THE PATENT LITIGATION RATHER THAN AS
         COMPENSATION EXPENSE INCLUDED IN YOUR OPERATING EXPENSES. WE NOTE THAT
         YOUR PRESIDENT MAY BE ENTITLED TO ADDITIONAL AMOUNTS PENDING THE
         RESULTS OF OTHER PATENT LITIGATION. REVISE FUTURE FILINGS TO INCLUDE
         ANY FUTURE PAYMENTS TO YOUR PRESIDENT IN CONNECTION WITH THIS AGREEMENT
         AS OPERATING EXPENSES, OR TELL US WHY YOU BELIEVE YOUR CURRENT
         PRESENTATION IS APPROPRIATE.

         We agree with your statement that these payments are compensation for
past services provided. As a point of clarification, $1,254,575 that the
Company's President and Chief Executive Officer (President) forgave has already
been expensed as operating expenses in Scanner's Consolidated Statements of
Operations during the period ended April 19, 2002 and in the years prior to
2002. When the salary was forgiven in 2002, the liability was removed and a
credit was made to additional paid-in capital. The effect of this entry is
disclosed in Scanner's Consolidated Statements of Stockholders' Equity in the
2003 Scanner Annual Report on Form 10-KSB. The Company believes that with this
point of clarification any amounts paid to the Company's President as a result
of this litigation settlement up to an aggregate amount of $1,254,575 should be
netted against the proceeds of the litigation settlement as these payments for
prior services have already been recorded in the historical statement of
operations for the Company. In the future, any amounts paid to the Company
President in excess of $1,254,575 as a result of the settlement of this
litigation will be included as compensation expense in the period the settlement
is received.

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Michele Gohlke
September 6, 2005
Page 3

         The Company acknowledges that

o        The Company is responsible for the adequacy and accuracy of the
         disclosure in the filings;
o        Staff Comments or changes to disclosure in responses to staff comments
         do not foreclose the Commission from taking any action with respect to
         the filing; and
o        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.

Please direct further comments or questions to the undersigned.

Sincerely,

/s/ Robert K. Ranum
Robert K. Ranum
ATTORNEY AT LAW
DIRECT DIAL: 612.492.7067
EMAIL: rranum@fredlaw.com

cc:  Elwin M. Beaty

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