SecProbe.io

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<Flexpoint logo>

FLEXPOINT
flexible sensor systems

                          June 17, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 6010
Washington, D.C. 20549

Attention:  Michael Moran, Accounting Branch Chief
            Jay Webb, Reviewing Accountant
            Julie Sherman, Staff Accountant

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. Webb,

We are in receipt of your comment letter dated May 31, 2005, regarding the
above identified annual report of Flexpoint Sensor Systems, Inc. (the
"Company").  This letter sets forth the Company's responses to your comments.
The Company is filing this letter through EDGAR and is providing you a paper
copy of the proposed Amendment No. 1 to the above identified annual report.
For your convenience we have also provided redlined paper copies for the Form
10-KSB Amendment No. 1.  Upon satisfaction of the Staff with the responses to
and resolutions of the comments, and notification to the Company of that fact,
the Company commits and agrees to file the amendment with the SEC on EDGAR.

We have restated your comment below and each comment is followed by the
Company's responses.

Form 10-KSB for the Year Ended December 31, 2004
------------------------------------------------

Financial Statements
--------------------

General
-------

1.    Note that Item 310 (a) of Regulations 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

                  Flexpoint Sensor Systems, Inc.
              106 West 12200 South * Draper UT 84020
  Ph:(801)568-5111 * Fax:(801)568-2405 * Toll Free:(866)766-3539
                        www.flexpoint.com

<PAGE>

Jay Webb
Reviewing Accountant
June 17, 2005
Page 2

      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 that guidance in SOP
      90-7, including paragraph 40 and 27 thereof.

Response to Comment No. 1

We have revised our filing to include all required financial statements.  In
accordance with the guidance provided by paragraph 40 of SOP 90-7, the
fresh-start financial statements prepared by the Company after emerging from
Chapter 11 are not comparable with those prepared before the plan was
confirmed because they are, in effect, those of a new entity.  Thus,
comparative financial statements that straddle the confirmation date have not
been presented.  Instead, separate financial statements up to the date the
Company emerged from bankruptcy have been included in the amended Form 10-KSB
for the year ended December 31, 2004.  Those separate financial statements
include the period from January 1, 2004 through February 23, 2004 and the year
ended December 31, 2003.

With regard to the audit of the period from January 1, 2004 through February
23, 2004, and the update of the audit of the year ended December 31, 2003,
that audit and update were conducted at the same time as the audit of the
December 31, 2004 financial statements; accordingly, the audit report date is
January 11, 2005 rather than some later date.

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 the 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.

<PAGE>

Jay Webb
Reviewing Accountant
June 17, 2005
Page 3

Response to Comment No. 2

The consolidated statement of operations for the period ended December 31,
2004 has been revised to reclassify the noncash, stock-based compensation to
general and administrative expense, to which it all related. In addition, that
caption parenthetically discloses the amount included that was a noncash
expense.

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.

Response to Comment No. 3

To adequately evaluate the accounting for the transaction, we considered
whether Flexpoint Holdings, LLC or its owners or affiliates were promoters or
significant shareholders of Flexpoint Sensor Systems, Inc. (the "Company").
The Moyes' Family Trust No. 2, a creditor of the Company, foreclosed upon
certain assets of the Company in 2001, and later formed Flexpoint Holdings,
LLC and transferred those assets into Flexpoint Holdings, LLC.  To the best of
the Company's knowledge, prior to 2004, other individuals and/or entities
acquired 100% of the equity interests in Flexpoint Holdings, LLC from The
Moyes' Family Trust No. 2.  On March 31, 2004, the Company acquired the
related assets from Flexpoint Holdings, LLC partially in exchange for
1,600,000 shares of common stock.  After reviewing the stock register for the
Company, we determined that the individuals and/or entities who received
common stock from this asset acquisition had no prior ownership interests in
the Company, except that Mr. Jules A. DeGreef held at most 280,000 common
shares, or less than two percent, of the Company prior to

<PAGE>

Jay Webb
Reviewing Accountant
June 17, 2005
Page 4

the March 31, 2004 transaction.

Prior to the acquisition, Mr. DeGreef had been and continued thereafter to be
in the business of buying and selling distressed assets and had acquired an
equity interest in Flexpoint Holdings, LLC in association with his business.
Mr. DeGreef did not hold any management position with the Company, nor was he
a director or acting in any other controlling position with the Company nor
did Mr. DeGreef have any claims, notes or other agreements under which he
controlled or was a promoter of Flexpoint Sensor Systems, Inc.  At the time of
the purchase of the assets by the Company, Mr. DeGreef was the managing member
of Flexpoint Holdings, LLC. After the acquisition, Mr. DeGreef held or had a
beneficial interest in less than 845,000 shares, or 5.4%, of the outstanding
common stock of Flexpoint Sensor Systems, Inc., as approximately 1,035,000
shares were issued to the other individuals and/or entities. Therefore, Mr.
DeGreef did not retain a substantial direct interest in the assets acquired as
a result of stock ownership in Flexpoint Sensor Systems, Inc.  All of the
individuals and/or entities who received common stock in connection with this
acquisition held no more than 1,880,000 shares of common stock after the
transaction, or 12 percent of the common stock outstanding.  Accordingly,
these individuals and/or entities did not retain a substantial indirect
interest in the assets acquired as a result of stock ownership in Flexpoint
Sensor Systems, Inc.

Based upon these facts, we have determined that the purchase of the assets met
the exception in SAB Topic 5(G) and was not from a promoter or from
shareholders holding or retaining any significant ownership in the Company.
In addition, the transaction was not in exchange for stock prior to or at the
time of an initial public offering as suggested by SAB Topic 5(G). Therefore
the requirements of SAB Topic 5(G) requiring the transaction be recorded at
historical cost are not applicable.

Since the transaction was not with a promoter, a related party or a
significant shareholder, the transaction was accounted for under EITF 98-11
and EITF 98-3. An appraisal of the assets acquired was obtained from
independent appraisers and those appraisals showed that the fair value of the
assets acquired was in excess of the fair value of the consideration given;
accordingly, the assets were assigned values totaling the fair value of the
consideration given.

The historical cost to Flexpoint Holdings, LLC of the assets acquired was
$936,427.

Note 4 to the December 31, 2004 financial statements has been revised to more
clearly disclose the relationship with Flexpoint Holdings, LLC and the basis
for recording the assets at the fair value of the consideration given.

<PAGE>

Jay Webb
Reviewing Accountant
June 17, 2005
Page 5

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.

Response to Comment No. 4

The financial statements have been revised to disclose the nature of the
relationship with the shareholders who hold the notes payable, in accordance
with 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.

Response to Comment No. 5

We have revised the filing to clarify that our executive officers evaluated
our disclosure controls and procedures and concluded as of the end of the
period that our disclosure controls and procedures were effective.  See Part
II, Item 8A.

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.

Response to Comment No. 6

We have revised the filing to clarify that during the fourth quarter there
were no changes to our internal control over financial reporting.  See Part
II, Item 8A.

<PAGE>

Jay Webb
Reviewing Accountant
June 17, 2005
Page 6

The Company acknowledges 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 Securities and
      Exchange 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.

The Company hopes that this response to your comment letter and the proposed
Amendment No. 1 to the Form 10-KSB adequately addresses your concerns.  If you
have further questions or comments please contact the Company's counsel, Cindy
Shy, at (801) 323-2392 or fax (801) 364-5645.

                                         Sincerely,

                                         /s/ John A. Sindt

                                         John A. Sindt
                                         Principal Financial and Accounting
                                         Officer
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