SecProbe.io

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                                     [LOGO]

                           400 Gold Ave SW Suite 1000
                          Albuquerque New Mexico 87102
                      Tel: 505.248.0000, Fax: 505.244.4115
                               www.nexiconinc.com

                                                               December 15, 2005

U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549
Attention: Larry Spirgel, Assistant Director

Re:   Nexicon, Inc.
      Form 10-KSB for the Fiscal Year ended December 31, 2004
      Form 10-QSB for the Fiscal Quarters ended March 31, 2005, June 30, 2005
      and September 30,2005
      (File No. 0-30244)

Dear Mr. Spirgel:

This letter has been prepared in response to your request for Nexicon, Inc. to
respond to the comments of the United States Securities and Exchange Commission
as memorialized in your October 17, 2005 letter to Daniel Urrea (the "Comment
Letter") concerning the above-referenced 10KSB. Due to the complexity of the
issue, we requested a 60 day (December 15, 2005) extension of time to respond to
the Comment Letter.

As you are aware, the Staff has recently issued a number of comment letters to
registrants regarding the issues raised in the Staff's October 17 comment letter
to us, i.e., the accounting for convertible debt instruments that are subject to
registration rights agreements and/or that have embedded derivative instruments.
As a result of our review of the Staff's comment letter and the issues it
raises, we have found that a number of accounting firms and consultants are
having to address issues related to the application of EITF Issue 00-19. We have
recently engaged an accounting firm to assist us with our review of this matter.

We have re-evaluated our debt agreements in light of the issues raised by the
Staff and in accordance with EITF 00-19 and have concluded that there are
embedded derivative instruments that require to be bifurcated and accounted for
as derivative liabilities. We have the following comments with respect to our
accounting and valuation and the timing of amendments to our Forms 10-KSB and
10-QSB:

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1. Host Classification

2004 Secured Convertible Debentures

As you pointed out, these instruments have a variable conversion price and
therefore do not qualify as "conventional convertible debt" under EITF 00-19. As
a result, after evaluation of the EITF 00-19 criteria, the embedded conversion
option, together with any other embedded derivatives, will require to be
bifurcated and accounted for separately as derivative instruments.

June 2005 Termination Agreement

Essentially, the 2004 agreements were refinanced in June 2005. We will need to
apply the guidance under EITF 96-19 to determine if we have an extinguishment.
However, we do not expect such to be the case because none of the variables
affecting the cash flow under the agreements have significantly changed (i.e.,
the interest rate, premium or liquidated damages under the Registration Rights
Agreement).

June 2005 Secured Convertible Debentures

Although these debentures have a fixed conversion price, they do have
anti-dilution provisions that are not "standard" and which allow adjustments to
conversion that affect these debenture holders and not any other shareholders.
Under EITF 05-02, this would result in the debentures not being conventional
convertible debt. We have yet to conclude on our review of the tests in EITF
00-19, but currently expect that the embedded conversion option will need to be
bifurcated.

2. Freestanding derivatives associated with the host

We are not obligated to issue any warrants to the debenture holders unless we
redeem the debt for cash. Therefore, as of today, no warrants have been issued.
However, if we do make a cash redemption and issue warrants that are subject to
the registration rights agreement and the possible associated liquidated
damages, we will evaluate the warrants for liability classification and
derivative accounting.

3. Identification of embedded derivatives of the host

In accordance with DIG Issue B-15, we will account for any embedded derivatives
as a single compound derivative instrument. At this time, we have identified and
considered the following points:

      (a)   The embedded conversion option, including the potential conversion
            of the interest payments, will be bifurcated and accounted for as a
            derivative instrument liability. We will use the Black-Scholes
            option pricing model to calculate this value. We will compare our
            volatility to a peer group to estimate the appropriate volatility to
            use in these calculations.

      (b)   Standby Equity Distribution Agreement ("SEDA"). This agreement is
            with the holder of the convertible debt and allows us to require
            them to purchase our common stock. We will evaluate this agreement
            to determine whether any accounting is required for this agreement.

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      (c)   Our ability to redeem for cash with a 20% cash premium, plus
            warrants, is within our control and, in accordance with DIG Issue
            B39, does not require to be evaluated under FAS 133 for possible
            bifurcation.

      (d)   Other embedded derivatives - there is no premium payable in the
            event that we are required to repay the debt and no provision that
            adjusts the interest rate in response to changes in the market price
            of our common stock. We will review the agreements for any other
            potential embedded derivative instruments.

4. Other derivatives

We currently have no outstanding warrants or options to non-employees and no
other convertible instruments for which liability classification and derivative
accounting would potentially be required. However, we are now aware of the
issues in paragraph 20 of EITF 00-19 which may require liability classification
for instruments that are required to be settled in shares.

5. Valuation of Embedded Derivatives and timing

We have engaged a firm to assist us in preparing a valuation model. We expect to
have a model completed, and reviewed by our auditors in forty-five days from the
date of this letter. We are hoping that this time frame is acceptable to the
Staff in light of the fact that through September 30, 2005, we have to deal with
two different issuances of Convertible debentures, with the initial issuance and
measurement dating back to March 2004. This will result in at least ten
different measurement dates (seven quarters, two initial dates and the
termination dates). Furthermore, we will have to evaluate our own historical
volatility against that of a peer group. Finally, the firm that we have engaged
to assist us will require some time to familiarize themselves with our debt
instruments in order to assist in building a valuation model. In addition, our
external auditors will need some time to perform the procedures necessary for
them to review and conclude on the revised accounting.

                                        Very truly yours,

                                        /S/DANIEL URREA
                                        ---------------
                                        Daniel Urrea
                                        Chief Financial Officer

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