SecProbe.io

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Mail Stop 6010

      May 31, 2005

VIA U.S. MAIL AND FAX (801) 568-2405

Mr. John A. Sindt
Principal Financial and Accounting Officer
Flexpoint Sensor Systems, Inc.
106 West Business Park Drive
Draper, Utah 84020

	Re:	Flexpoint Sensor Systems, Inc.
		Form 10-KSB for the year ended December 31, 2004
		Filed March 31, 2005
		File No. 0-24368

Dear Mr. Sindt:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Financial Statements

General

1. Note that Item 310 (a) of Regulation S-B requires a registrant
to
file audited statements of income, cash flows and changes in
stockholders` equity for each of the two fiscal years preceding
the
date of the presented audited balance sheet.  While we see that on
July 3, 2001 you filed a voluntary petition for reorganization
pursuant to Chapter 11 of the United States Bankruptcy Code and
that
on February 24, 2004 the bankruptcy court confirmed your Plan of
Reorganization, this fact does not change your financial statement
reporting obligations.  In this regard we note you filed a Form
10-
KSB for the year ended December 31, 2003.  Please revise your
filing
to include all required financial statements.  Note the guidance
in
SOP 90-7, including paragraphs 40 and 27 thereof.

Consolidated Statement of Operations, page F-4

2. We see you have a separate line item that includes stock
compensation expense.  Further, we noted that this expense
represents
approximately 60% of they company`s loss for the period. An income
statement presentation should be based on the type expense and not
by
the method of payment.  Revise the filing to present the amounts
currently shown as stock compensation in the appropriate expense
category - e.g., selling, general and administrative expense,
research and development, etc., or tell us why you believe your
current presentation to be appropriate.  Note you may chose to
parenthetically disclose the amount of each line item the amount
of
equity related charge that is included in such line item.

Note 4 - Property and Equipment, page F-11

3. We see that on March 31, 2004, Flexpoint Sensor Systems, Inc.
entered an asset purchase agreement with Flexpoint Holdings, LLC,
a
company controlled by a shareholder, to acquire equipment and
proprietary technology with an aggregate fair value of $4,302,643
in
exchange for $265,000, the assumption of a $698,000 convertible
note
payable, and 1,600,000 shares of restricted common stock valued at
$1,931,309 or $1.21 per share.  We also see that the $1,408,334
excess of the appraised fair values of the acquired assets over
the
fair value of the consideration paid was allocated pro rata to
reduce
the values assigned to assets acquired.  Please tell us why this
was
the appropriate accounting for the transaction.  How do the
concepts
at SAB Topic 5(G) impact the accounting?  What was the historical
cost of the assets purchased from Flexpoint Holdings, LLC?  What
percentage of your stock does the referenced shareholder own?  We
may
have further comments after reviewing your response.  Revise the
filing as necessary based on our comment.

Note 6 - Notes Payable, page F-13

4. Please revise the filing to expand your disclosures to discuss
the
nature of the relationship with the shareholders who hold the
notes
payable. Refer to SFAS 57.

Item 8A. Controls and Procedures, page F-17

5. We note your statement that your "Chief Executive Officer and
Chairman of the Board,.... Have evaluated the effectiveness of
[your]
disclosure controls and procedures as of the end of the period
covered by this report and determined that there were no
significant
deficiencies in these procedures." It does not appear that your
certifying officers have reached a conclusion that your disclosure
controls and procedures are effective.  Please revise the filing
to
address your officers` conclusions regarding the effectiveness of
your disclosure controls and procedures. Note the matters outlined
here should be considered when preparing your future Form 10-Q`s.

6. Please revise the filing concerning changes in your internal
control over financial reporting to indicate whether there was any
change in your internal control over financial reporting that
occurred during the fourth quarter that has materially affected or
is
reasonably likely to materially affect your internal control over
financial reporting, as required by Item 308(c) of Regulation S-B
as
amended effective August 13, 2003.

*    *    *    *

      As appropriate, please amend your Form 10-KSB for the period
ending December 31, 2004 and respond to these comments within 10
business days or tell us when you will provide us with a response.
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 information.  Detailed cover letters greatly facilitate
our
review.  Please file your cover letter on EDGAR.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

      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.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640 or me at (202) 551-3603 if you have any questions regarding
these comments.

								Sincerely,

								Jay Webb
								Reviewing Accountant
Mr. John A. Sindt
Flexpoint Sensor Systems, Inc.
May 31, 2005
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