SecProbe.io

CORRESP
1
filename1.htm

April 27, 2005

Securities and Exchange
Commission

450 Fifth Street NW

Washington, D.C. 20549

Re:          Micro Component Technology, Inc.

                Form 10-K for the Fiscal Year Ended December 31, 2004

                File No. 000-22384

Dear Sir or Madam:

This letter responds to
the Staff comment letter dated April 15, 2005.
Set forth below is the text of each comment and the Company’s response.

Comment No. 1:

Form 10-K for the Fiscal
Year Ended December 31, 2004

Item 9A.  Controls and Procedures — Page 29

1.                                        We note your disclosure that “the Chief
Executive Officer and Chief Financial Officer concluded that, as of the
evaluation date, our disclosure controls and procedures are effective in timely
alerting them to the material information relating to us (or our consolidated subsidiaries)
required to be included in our periodic SEC filings.”  The language that is currently included after
the word “effective” in your disclosure appears to be superfluous, since the
meaning of “disclosure controls and procedures” is established by Rule
13a-15(e) of the Exchange Act.  Please
revise future filings to limit your conclusion to state simply whether the
disclosure controls and procedures were effective.  However, if you elect to retain qualifying
language in your disclosure, revise so that the language is fully consistent
with the definition of disclosure controls and procedures contained in Rule
13a-15(e).

                                                 Response:

                                                 This disclosure will be revised in future
filings to address this comment.

Comment
No. 2:

2.                                        We note your disclosure that “there were
no significant changes made in
our internal control over financial reporting, or to our knowledge, in other factors that could materially affect
these controls…”  In future
filings, please remove the words “significant”
and “in other factors that could materially
affect”, and revise your disclosure to discuss all changes in your internal control over
financial reporting that have materially affected, or that are
reasonably likely to materially affect, your internal control over financial
reporting, as required by Item 308(c) of Regulation S-K, as amended effective
August 13, 2003.

                                                 Response:

                                                 This disclosure will be revised in future
filings to address this comment.

Comment No. 3:

Note 7.
Long-Term Debt — Page F-17

3.                                        We note that there was no beneficial
conversion of the notes payable into common stock.  Supplementally tell us how the conversion
price was determined and if the conversion price reflected a discount from the
quoted market price of the stock on the date of issuance.  If so, tell us why a beneficial conversion
feature was not recognized.  Refer to the
guidance in EITF 98-5 and 00-27 as necessary.

                                                 Response:

                                                 The $1.00 conversion price on the notes
was determined through negotiation with the holders of the notes as part of the
note restructuring as described in our public filings.  On June 30, 2003, the time the agreement was
made, the shares of the Company’s stock closed at $0.51 per share, thus no
discount from market existed on the date of issuance. On February 25, 2005, the
conversion price was reduced again to $0.85 per share.  This new conversion price was also not at a
discount from market.

In connection with this response, the Company
acknowledges that:

•                  the Company is responsible for the adequacy and
accuracy of the disclosure in the filing;

•                  Staff comments or changes to disclosure in response to
Staff comments 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.

Please contact the
undersigned if you have any remaining questions or comments about this matter.

Yours truly,

Micro Component
Technology, Inc.

  By:

  /s/ Roger E. Gower

  Roger E. Gower, CEO

cc:           Thomas E. Dyer, Staff Accountant