SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
May 25, 2010

Via U.S. Mail

Jesse E. Neyman
Executive Vice President,
Finance and Strategic Planning Flotek Industries, Inc. 2930 W. Sam Houston Pkwy N., Suite 300 Houston, TX 77043

 RE: Flotek Industries
Form S-3 filed April 30, 2010
  File No. 333-166443

Dear Mr. Neyman:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill 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 comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. In addition to File Nos. 333-166442 a nd 333-166443, we note that you currently
have another outstanding effective regi stration statement (333-161552).  In the
interest of simplified disclosure, please consider the application of Securities Act Rule 429.  You may wish to rely upon this rule by filing an amendment that contains a single prospectus relating to th e shares in these offerings and in your
other outstanding offering.  Absent the us e of Rule 429, please revise the cover

Mr. Jesse E. Neyman
Flotek Industries, Inc.
May 25, 2010 Page 2
page of the registration statement to  reference concisely your concurrent
offerings.

2. At the time of its effectiveness, your regi stration statement must comply with the
financial statement requirements for subsid iary guarantors set forth in Rule 3-10
of Regulation S-X.  Please a dvise us of your compliance wi th these requirements.
 Prospectus Cover Page

3. We note that the registration statement cove rs the resale by cert ain selling security
holders of 5.25% Convertible Senior  Secured Notes due 2028 and related
guarantees.  You state on th e cover that the “selling securityholders and their
permitted transferees may offer and sell the securities from time to time at market prices….”  Given that ther e is currently no public market for the convertible
notes, revise the prospectus cover page a nd plan of distributio n section to provide
that selling security holders will sell at a stated, fixed price until the securities are
listed on a national securities exchange or quoted on an automated quotation
system.  Only thereafter may the selling secu rity holders sell at  prevailing market
prices or privately negotiate d prices.  See Item 16 of Schedule A to the Securities
Act of 1933.  Recalculate your registrati on fee, if necessary, based upon this
offering price.
 United States Federal Income Tax Considerations, page 36

 Stated Interest and OID on the Notes, page 37

4. Please disclose the original issue discount percentage omitted from the second paragraph under this heading.
 Plan of Distribution, page 47

5. Please clearly state that the selling security holders may be deemed to be underwriters
 Item 17. Undertakings, page II-3

6. Please provide the undertaking required by It em 512(a)(5)(ii) of Regulation S-K.
In addition, please delete as inapplicable the undertakings  set forth in paragraphs
(4) and (5).

Mr. Jesse E. Neyman
Flotek Industries, Inc.
May 25, 2010 Page 3    Signatures

7. Please indicate who signed the registration statement in the capacity of principal accounting officer for each of your guarantor  subsidiaries.  See Instruction 1 to
Signatures on Form S-3.
 Exhibit 5.1

8. Counsel may not assume the matters cont ained in subparagraph (iv) on page 2.
Either provide counsel’s basis for assumi ng such readily ascertainable matters or
delete the reference.
9. Please provide us counsel’s basis for includ ing the last clause of the penultimate
paragraph on page two, which states “and we express no opinion herein with
respect to provisions relating to severability and separability.”

10. Please have counsel revise its opinion to reflect, or supplementally confirm to us
in correspondence uploaded on EDGAR, that it concurs with our understanding
that its reference to the Delaware Gene ral Corporation Law includes all reported
judicial decisions in terpreting the DGCL.

*     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Mr. Jesse E. Neyman
Flotek Industries, Inc. May 25, 2010 Page 4   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Hagen Ganem, Staff Attorney, at (202) 551-3330 or me at (202)
551-3397 if you have any questions.

       S i n c e r e l y ,
 Jay Ingram  Legal Branch Chief
cc: W. Mark Young (via facsimile)
Andrews Kurth LLP