SecProbe.io

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      March 8, 2005

Mail Stop 0510

Robert F. Gruder
Chief Executive Officer
Stinger Systems, Inc.
1901 Roxborough Road, Suite 118
Charlotte, North Carolina 28211

Re:	Stinger Systems, Inc.
	Form S-1 filed February 8,2005
	File Nos. 333-122583

Dear Mr. Gruder:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document 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 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.

General

1. On the outside back cover page of the prospectus, please advise
dealers of their prospectus delivery obligation.  Please refer to
Item 502(b) of Regulation S-K.

2. We note you are registering for resale shares held by officers,
directors and affiliates and that these stockholders are selling
more
than 60% of your outstanding stock in this offering.  Given the
significant level of resales by related parties, we are of the
view
that the offering by these individuals is an offering by or on
behalf
of the company.  Rule 415(c) of Regulation C requires that
offerings
by or on behalf of the company only be conducted at the market if
they meet the requirements of Rule 415(a)(4) of Regulation C.
Since
your offering does not appear to satisfy those provisions, an "at
the
market" offering by affiliates is not permissible.  Please revise
the
terms of your offering to indicate that the fixed offering price
will
apply throughout the term of the offering for these individuals.
The
prospectus should make clear the fact that these persons are
underwriters of this offering.  Please also refer to Item 16 of
Schedule A to the Securities Act of 1933.

3. Please disclose the information required by Item 505 of
Regulation
S-K.

4. Please disclose the information required by Item 510 of
Regulation
S-K.

5. Please disclose the information required by Item 702 of
Regulation
S-K.

6. Please provide the information required by Item 512 of
Regulation
S-K.

Prospectus Cover Page

7. Because you do appear to qualify to conduct an offering "at the
market," please revise the terms of your offering to provide that
the
non-affiliated selling stockholders will sell at a stated fixed
price
until your securities are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated
prices.  Please refer to Item 16 of Schedule A to the Securities
Act
of 1933 and Rule 415(a)(4) of Regulation C of the Securities Act.
We
also note the disclosure in the text of the risk factor titled
"Because our common stock is quoted on the Pink Sheets, your
ability
to sell your shares in the secondary trading market may be
limited,"
that your common stock is currently quoted on the over-the-counter
market on the OTC Bulletin Board.  Supplementally, please tell us
how
your securities can be traded on the Over-the-Counter Bulletin
Board
when you are a non-reporting company.  Please be advised that the
"Pink Sheets" is not the same thing as the OTC Bulletin Board.
Please revise your prospectus accordingly, including the cover
page,
summary and the selling shareholders and plan of distribution
sections and recalculate your registration fee based upon the
offering price.  If applicable after setting the offering price,
please provide the information required by Item 506 of Regulation
S-
B.
8. We note your disclosure here and in the Selling Stockholders
section that some of the common shares being offered are issuable
upon the exercise of warrants.  Please revise to state that the
shares being sold are also issuable upon the exercise of options
and
convertible promissory notes.

Table of Contents, page 4

9. Please show the page numbers pursuant to Item 502(a) of
Regulation
S-K.

Special Note Regarding Forward-Looking Statements, page 5

10. We note your statement that this prospectus contains "forward-
looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act.  .  Be advised that Section 27A(b)(2)(D) of the
Securities Act and Section 21E(b)(2)(D) of the Securities Exchange
Act expressly state that the safe harbor for forward looking
statements does not apply to statements made in connection with an
initial public offering.  Please revise your disclosure
accordingly.

Risk Factors, page 7

11. We note your statement in the introductory paragraph to this
section that "These risks and uncertainties described below are
not
the only ones facing the Company."  Please clarify that you have
disclosed all material risks known to the company.

12. Please include a risk factor that addresses the fact that your
auditors have expressed doubt about your ability to continue as a
going concern and the effects on your company.

13. If applicable, consider including a risk factor that addresses
the risks associated with penny stocks.

14. Please consider a risk factor that addresses the fact that
your
officers and directors do not earn compensation and are selling
100%
of their common stock in you and therefore may lack incentive to
see
your business plan through.

15. To the extent possible, avoid the generic conclusion you make
in
some of your risk factors that the risk discussed will have a
material adverse effect on your operations or negatively impact
your
operations.  Instead, replace this language with specific
disclosure
about how your operations, financial condition, and business would
be
affected.  Please refer to risk factors 3, 5, 9, and 10.

Our failure to properly design the Stinger Stun Gun would have a
material adverse effect on our operations, page 7

16. Please provide the information investors need to assess the
magnitude of the risk.  For example, in this risk factor you state
that the failure to properly design the Stinger Stun Gun would
have
material adverse effect on your operations and profitability.
Explain why this would be the case and describe what constitutes a
"successful design" and how the failure to accomplish this impacts
you.

Use of Proceeds, page 11

17. Please disclose that there is no guarantee that all or any of
the
warrants will be exercised.

Market for Our Common Stock and Related Stockholder Matters, page
11

18. Please furnish a statement that there is no established
trading
market for your common stock pursuant to Item 201(a)(1)(i)
Regulation
S-K.  Please note from this item that the existence of limited or
sporadic quotations such as the pink sheets should not of itself
be
deemed an established public trading market.

19. Please disclose (i) the number of common shares subject to
options, warrants, and other convertible securities, (ii) how many
shares of common stock may be sold subject to Rule 144 and (iii)
the
number of shares that will be subject to the registration rights
agreement pursuant to Item 201(a)(2) of Regulation S-K.

Selected Financial Data, page 11

20. Provide financial disclosures for you and your predecessor for
each required period.  Refer to Item 301 of Regulation S-K.

Management`s Discussion and Analysis of Financial Conditions and
Results of Operations, page 12

21. Please consider providing an executive-level overview that
provides context for the remainder of the discussion in this
section.
In addition, please revise this entire section to discuss the
events,
trends, and uncertainties that management views as most critical
to
the company`s revenues, financial position, liquidity, plan of
operations and results of operations.  In an effort to assist you
in
this regard, please refer to the Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm. .

22. Please disclose your changes in results of operations and
financial condition for the last three fiscal years pursuant to
Item
303(a)(3) of Regulation S-K, including changes in reported
financial
results and the reasons for the changes, quantifying each
component.
In this respect, please include all information required by Item
303(a)(3)(i)(ii)(iii) and (iv).

MD&A, page 12

23. Throughout the registration statement you address the
importance
of the success of the projectile stun gun you are currently
developing to your future operations.  Revise MD&A to specifically
disclose and discuss the following relating to this effort:
* the development and testing efforts to date and the current
status
of those efforts;
* the specific additional steps necessary to complete any
development
and testing and to bring the product to market, including the
fiscal
quarter you anticipate sales will begin;
* how you intend to send your current cash and how long you
anticipate it will sustain your operations; and
* the amount of additional funds you anticipate are necessary to
complete development, testing and marketing efforts, including how
you intend to raise those funds and the potential risks associated
with such efforts.

24. Revise MD&A to disclose and discuss the financial condition
and
results of operations of the predecessor (EDT) for all required
periods prior to its acquisition.  Refer to Item 303 of Regulation
S-
K.

25. Disclose and discuss your critical accounting policies as
required by Release Nos. 33-8098 and 33-8040.

Business, page 14

26. Please discuss your plan of operations for the next twelve
months.  Consider including detailed milestones to your business
plan, taking the company to the point of generating first
revenues,
the costs associated with each milestone, and the time frame for
implementation of each milestone.  Please refer to Item 101 of
Regulation S-K.

27. Please disclose how long you can satisfy your cash
requirements
and whether in the next six months you will have to raise
additional
funds to meet your operating needs, the consequences to your
company
should you fail to obtain the necessary financing.  For example,
will
you cease to exist or will you pursue a business combination.
Additionally, please disclose any current plans to merge with or
acquire another company.  Please refer to Item 101 of Regulation
S-K.

History, page 14

28. We note your statement that Stinger was formed for the purpose
of
providing consulting services to various industries "as determined
by
Stinger and pursuant to the expertise of consultants retained by
Stinger."  Please clarify what you mean by this.  For instance,
disclose the industries Stinger consulted for and describe those
services.  Please reconcile this section with Note 1 to your
financial statements, which states that prior to your acquisition
of
Electronic Defense Technologies, LLC in September 2004, Stinger
had
no operations.  If Stinger was dormant or otherwise a shell
company
whose sole purpose was to engage in a business combination with an
operating company, please disclose this fact.

29. Please disclose when EDT Acquisition, LLC was formed and that
it
was formed for the purpose of acquiring Electronic Defense
Technologies, LLC.  Also, disclose the affiliation of EDT
Acquisition`s officers to you prior to the acquisition and the
business purpose of the acquisition.

30. Please disclose when Electronic Defense Technologies, LLC was
formed and describe its business development.  Please refer to
Item
101(a) of Regulation S-K.

Our Business, page 14

31. We note that you have listed seven individual or categories of
customers.  Please disclose the percentage of your revenue
generated
from each and your dependence upon a one or a few these customers.
Please refer to Item 101(c)(vii) of Regulation S-K.

Our Products, page 14

32. Please substantially revise this section to disclose clearly
which of the products listed is currently in production or
development, the costs of production or development, whether any
have
been sold, their prices, revenue generated from each, and their
customers.  In this regard, because you provide only a brief
description of each product, it is unclear at which stage of
production or commercial sale each is in.  Please refer to Item
101(c)(ii) of Regulation S-K.

33. Please describe the subject and status of each patent and
patent
application.  Describe the patent application process as needed to
assist the reader to understand the status of your patent
application(s).  Include the patent application number(s) and the
date each was filed.  For instance, we note that the TruVu camera
has
a patent pending and that several of your products appear to have
patented components or patents pending.  If you purchased patents,
please provide the terms of those transactions.  Please provide
all
information required by Item 101(c)(iv) of Regulation S-K.

34. We note that the Stinger Stun Gun and TruVu camera have been
built and tested and are in the final design and engineering phase
and that you are not in position to provide definitive assurances
of
when the Stun Gun will be commercially available.  However, please
provide a reasonable estimation for when you anticipate completion
of
this phase and the initiation of marketing.

35. We note that you rely completely on your manufacturers and
suppliers to assemble and ship your products.  Please disclose the
names of your manufactures and the terms of any contracts.  File
any
contracts as exhibits to your next amendment pursuant to Item
601(a)(10) of Regulation S-K.

Marketing and Competitors, page 15

36. Please ensure that the information you include in your
prospectus
is balanced.  For example, you state that you believe your
products
have certain advantages over those of Taser International, Inc.,
but
you omit any discussion here providing the basis for such
assertions
or about the fact that you have experienced low sales volume since
inception.  To the extent that you continue to cite competitive
strengths in your prospectus, please review each one and revise as
necessary to provide balancing information.  Revise to discuss in
greater detail the competitive conditions in your industry.
Please
refer to Item 101(c)(x) of Regulation S-K.

37. Please provide information about your market share to the
extent
known.

38. Please substantially revise the description of your marketing
and
distribution systems to provide a better idea about the costs,
employees involved, and methods undertaken to accomplish your
goals.

39. We note that you hold the exclusive license for the use of a
four
dart projectile system in a handheld stun gun.  Please disclose
the
cost, licensor, and duration of this license.  Also, describe its
application to your current products.

Government Regulation, page 15

40. We note that the manufacture, distribution and sale of The
Stinger Stun Gun is regulated by the Bureau of Alcohol Tobacco and
Firearms and that it must be manufactured in a secure environment
at
an ATF approved site, serial numbered and documented appropriately
and shipped in accordance with all applicable regulations.  Please
discuss how this scheme of regulation impacts your business,
including the cost to manufacture and ship your products.  Please
refer to Item 101 of Regulation S-K.

Research and Development, page 1