SecProbe.io

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Mail Stop 3561
      							July 13, 2005

Via U.S. Mail and Fax (417-883-2723)
Mr. John M. Gott
Chief Executive Officer and Chief Financial Officer
SLS International, Inc.
1650 W. Jackson Street
Ozark, Missouri 65721

	Re:	SLS International, Inc.
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed March 28, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 1-31323

Dear Mr. Gott:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 filing.
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 Fiscal Year Ended December 31, 2004

Item 8A.  Controls and Procedures, page 25

1. We note your disclosure that "[t]here have been no significant
changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to December 31,
2004."  (emphasis added).  Item 308(c) of Regulation S-K requires
the
disclosure of any change in your internal control over financial
reporting identified in connection with an evaluation thereof that
occurred during your last fiscal quarter (or your fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm for us in your
response letter that there was no change in your internal control
over financial reporting that occurred during your fourth fiscal
quarter in 2004 and the quarter ended March 31, 2005 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-K in future
filings.

Note 7 - Acquisitions, page F-13

2. Explain to us the primary reasons for your acquisition of
Evenstar, Inc.  Addressing EITF 98-3, tell us in detail how you
concluded that was appropriate to account for the acquisition of
Evenstar, Inc as the acquisition of a business rather than the
acquisition of an asset.  If you acquired a business, tell us why
you
paid $1.1 million to acquire Evenstar and at the same time
determined
that the goodwill was impaired.  Tell us how you determined the
$12,498 value assigned to the patents.

3. We note that you paid $1,161,000 to acquire Evenstar, Inc.  If
it
is determined that the acquisition of Evenstar should be accounted
for as a business combination under SAFS 141, it appears that you
should file a Form 8-K to include the financial statements of
Evenstar and the pro forma financial statements giving effect to
the
acquisition, as required by Items 310 (c) and (d) of Regulation S-
B,
respectively.  Revise or advise providing supporting calculations.

Note 8 - Stockholders` Equity, page F-14

4. We note your disclosure on page F-19 regarding your endorsement
agreement with Sting.  Addressing the relevant accounting
literature,
tell us how you accounted for this agreement and why you are using
an
accelerated method to recognize the expense.

Note 13 - Subsequent Events, page F-27

5. We note that you intend to make a rescission offer to all
warrants
holders who exercised warrants during the period from May 1, 2002
through May 10, 2004.  We also note that you would be required to
pay
$1,340,700 plus interest to the warrants holders.  Since the
exercise
of the rescission offer by the warrant holders is not within your
control, it appears that classification of this amount as
permanent
equity is not appropriate until the rescission offer expires.
Revise
or advise.  Also, tell us what you mean by "which amount would be
reduced to the extent of the proceeds from any sales of the
underlying common stock by the former warrant holders".

Form 10-Q for the Quarter Ended March 31, 2005

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations.  Financial Condition, page 12

6. You indicate that the report of your accountants contains an
explanatory paragraph indicating that the noted factors raise
doubt
about your ability to continue as a going concern.  However, we
note
that the accountant`s report included in the December 31, 2004
Form
10-K does not include an explanatory paragraph indicating
substantial
doubt about your ability to continue as a going concern.  Please
advise or revise.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 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.

	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 do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Dave Walz, Staff Accountant, at (202) 551-
3358
or Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551-
3835
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. John M. Gott
SLS International, Inc.
July 13, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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