SecProbe.io

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      June 23, 2005

     VIA FACSIMILE

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
	File Nos. 333-122583
	Amended May 25, 2005

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. Because there is currently no market for your common shares
please
revise your cover page, summary, and plan of distribution and
selling
stockholders sections to provide that all 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 disclose this price.  See
Item
16 of Schedule A to the Securities Act of 1933.

Cover Page

2. We note that you are registering shares that you may issue
under
your plan.  We also note that you are not eligible to issue these
shares and their resales on Form S-8.  Please note that this
registration statement will not cover resales by option
recipients.

Special Note Regarding Forward-Looking Statements, page5

3. Refer to your statement that, "Except as required by law, we
assume no obligation to publicly update or revise these forward-
looking statements for any reason, or to update the reasons actual
results could differ materially from those anticipated in these
forward-looking statements, even if new information becomes
available
in the future."  Please confirm supplementally that you are aware
of
your responsibility to make full and prompt disclosure of material
facts, both favorable and unfavorable, regarding your financial
condition, and that this responsibility may extend to situations
where management knows or has reason to know that previously
disclosed projections no longer have a reasonable basis. See Item
10(b)(3)(iii) of Regulation S-K.

Risk Factors, page 7

If third party manufacturers do not perform in a commercially...

4. We note that you rely completely on third-parties for
manufacturing and that you have no written contracts to
manufacture
your products.  Please include this fact here and disclose the
risks
to the company from not having written contracts.

Our failure to properly design the Stinger projectile stun gun...,
page 8

5. Please discuss the design inefficiencies that have hampered
your
current production and that this could hamper your planned roll-
out
of the Stinger this year.

Use of Proceeds, page 12

6. We reissue comment 17 of our March 8, 2005 letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 13

Executive Summary, page 13

7. Because EDT appears not to own any patents but rather has
patent
applications pending, please remove the reference to owning
patents
her and elsewhere as appropriate.

8. We note that you anticipate spending additional $100,000 on
development and $300,000 on medical testing of the Stinger stun
gun.
Please disclose how much you anticipate spending on marketing.
Comparison of the Years Ended December 31, 2003 and 2002

9. Please update to include a comparison of 2004 to 2003.

10. Please provide an analysis of the change in all line item
components of your income statement.

11. Please disclose how many units of each product you have sold
during each of the periods discussed.

12. Revise the title of the "combined" results of the Predecessor
for
the period 1/1/04 to 9/24/04 and the Company for the period
9/24/04
to 12/31/04 to "pro forma" results.  Generally, combining the
results
of a predecessor and successor does not comply with GAAP; however,
we
note that your combined results are the same as your pro forma
results.

Liquidity and Capital Resources, page 16

13. Update your discussion of liquidity and capital resources
through
March 31, 2005.

Business, page 18

14. Please update your business activities to the latest date
practicable.

History

15. Please disclose whether EDT ever made sales of the products it
developed.

16. We note your supplemental response that at the time Stinger
acquired EDT it was dormant and engaged in the business of
acquiring
an operating company.  Please disclose this in the prospectus.
Also,
please disclose the type of consulting Stinger was originally
formed
to provide and whether it ever  engaged in this activity or has
been
dormant since inception.

17. Please clarify the relationship between the officers and
directors of Stinger Systems/EDT Acquisition, LLC and Electronic
Defense Technology, LLC prior to the acquisition of Electronic
Defense Technology.

Our Business, page 18

18. Please disclose whether you have any contracts with
distributors
and manufacturer`s representative groups.  Also, please elaborate
on
what you mean by the fact that you have had favorable responses
from
these groups.

19. Please disclose the consequences to your business should you
fail
to obtain the necessary financing.

20. We note your supplemental response to comment 27 of our March
8,
2005 letter.  However, please add this to the disclosure in the
prospectus.

Our Products, page 20

21. Please disclose the nature of your intellectual property or
other
rights to the "Ultron II," "Ice-Shield," and the "Bandit/The R-E-
A-C-
T System."

22. Please disclose the names of your third party manufacturers.
Also, name the manufacturer who produced the three main products
you
sold during the first 9 months of 2004.

Marketing and Competition, page 22

23. Please file your material distribution and marketing
agreements
as exhibits.

24. We note your statement on page 23 that you hold a patent on
the
Quadrashock (four dart) technology.  However, on page 22 under the
list of patents and patent applications it appears that you have a
patent application pending rather than a patent.  Please clarify.
Additionally, please address comment 39 of our March 8, 2005
letter.

25. We note your statement that several manufacturers compete with
the Ultron Product.  Please disclose how many manufacturers
compete
with each of your products.

Government Regulations, page 24

26. Please disclose whether the five dollar per gun production
costs
includes the costs of regulatory compliance for product shipping.
If
it does not, please disclose those costs.

27. Please file your agreement with your third-party manufacturer
and/or assembler as an exhibit and disclose the material terms of
this contract.

28. Briefly describe the ATF regulations your staff ensures the
assemblers are complying with.

Research and Development, page 24

29. Please identify the independent researchers engaged to conduct
medical studies, describe the terms of any material research and
development contracts, and file them as exhibits.

Properties, page 24

30. Please describe the new facilities and provide the information
required by Item 102 of Regulation S-K.  Also, please disclose the
when you anticipate moving your facilities to Tampa, Florida.  We
note that you outsource your manufacturing but that you anticipate
moving the facility in Ohio to Florida.  Will you be changing
third-
party manufacturers and/or do you have your own proprietary
manufacturing facilities?  Please describe business activities at
the
Ohio facility, which are being relocated to Florida.
Legal Proceedings, page 24

31. With respect to counsel`s opinion mentioned here, please
clarify
that the counsel you refer to under "Legal Matters" as opining on
the
legality of your securities is the same one referred to in this
section.  If not, please identify counsel for this matter and
summarize his opinion further.

Management, page 25

32. Please disclose the period during which Denise Medved, Michael
Racaniello, and Andrew Helene have served on your board of
directors.

Executive Compensation, page 26

33. Please to disclose what period the stated salaries in the
table
are for.  Please also revise the captions as it is not clear what
"option" means.  Clarify what "grants" is.

34. Disclose when Mr. Thomas became Secretary and CFO.

Selling Stockholders, page 28

35. Supplementally confirm that the investment funds listed as
controlling persons in the table are registered investment funds
under the 1940 Act.

36. Please disclose the natural person(s) having sole or shared
voting and investment control over the securities held by the
following beneficial owners:
* Berkeley Prep School
* The Lawrenceville School
* Charlotte Country Day School
* Pomona College
* Christ Episcopal Church
* Castilleja School Foundation
* Andelphic Literary Society of Welsyan University.

37. We reissue comment 50 of our March 8, 2005 letter.  To the
extent
that any successor(s) to the named selling stockholder wish to
sell
under this prospectus, please be advised that you must file a
prospectus supplement identifying such successors as selling
stockholders.  Please revise your disclosure to state that a
prospectus supplement will be filed in these circumstances.

Selected Financial Data, page 7

38. As previously requested in prior comment 20, provide five
years
of historical data as required by Item 301 of Regulation S-K.
Critical Accounting Policies - Intangible Assets, page 17

39. We reviewed your response to prior comment 62.  Revise MD&A to
disclose and discuss the significant assumptions underlying your
impairment analysis of each intangible asset as of 12/31/04,
including the time period when you expect each asset to begin
generating positive cash flows.  In addition, disclose the factors
you used to determine that each intangible asset has a seven year
useful life.

Consolidated Financial Statements - Stinger Systems
Report of Independent Registered Public Accounting Firm

40. We note your independent accountant, Killman, Murrell &
Company,
is duly registered and in good standing to practice in Texas but
does
not appear to be licensed in North Carolina, where your company is
located.  Explain to us why you selected a Texas based accounting
firm to audit the financial statements of a North Carolina based
company.  Tell where the audit was physically performed and where
the
operations and assets of your company are physically located.
Also,
tell us what consideration you gave to North Carolina state laws
governing audits of North Carolina companies performed by
accountants
who are licensed by other states.  Please be advised that it is
your
responsibility to provide financial statements audited by an
auditor
who meets the requirements of Rule 2-01(a) of Regulation S-X.
This
comment is also applicable to the independent accountant of the
predecessor who is duly registered and in good standing to
practice
in Colorado but does not appear to be licensed in Ohio, where your
predecessor was located.

Consolidated Balance Sheet, page F-3

41. We reviewed your responses to prior comments 60 and 61.  It
remains unclear to us how you determined that there is a
"sufficiently large disincentive for nonperformance" such that
recording an asset is appropriate.  Please advise or revise.

Consolidated Statements of Operations, page F-5

42. It appears to us that all inventory write-downs, including the
write-off of defective parts that you recorded during the period
ended 3/31/05, should be classified in cost of sales.  Refer to
EITF
96-9.

Consolidated Statements of Stockholders` Equity, page F-6

43. Revise the notes to the financial statements to disclose the
terms of the transaction that resulted in deferred compensation of
$1,914,365, including how you determined the value.  Also,
disclose
your accounting policy for deferred compensation in Note 2.

44. We reviewed your response to prior comment 63; however, it
remains unclear to us how and why you concluded that prices quoted
on
the pink sheets are a more reliable measure of fair value than the
value of what you received or the value of significant
contemporaneous cash transactions with unrelated third parties.
We
do not believe that just because a price is quoted on the pink
sheets
it necessarily represents "fair value".  As you disclose on page
13,
the pink sheets do not represent an established trading market nor
do
they represent the readily determinable fair value of an equity
security as defined in paragraph 3 of SFAS 115.  For each
transaction
in which you valued shares based on prices quoted on the pink
sheets,
demonstrate to us how and why you determined that price
represented
fair value.  Provide us a complete history of the trading volume
of
your stock based on prices quoted on the pink sheets, identifying
any
transactions with related parties.  Absent some meaningful level
of
regular trading volume, it would be difficult for us to understand
why a significant contemporaneous cash transaction with unrelated
third parties is not a more reliable measure of fair value.  If
you
determine, based on all available evidence, that certain equity
transactions were not appropriately recorded at fair value, revise
your financial statements accordingly.

Consolidated Statements of Cash Flows, page F-7

45. Based on your response to prior comment 62, it appears that
you
paid cash of $175K to acquire patents; however, your statements of
cash flows indicate that only $100K was paid to acquire patents.
It
appears to us that a portion of the change in accrued liabilities
during the interim period may be misclassified.  Please advise or
revise.

Note 3 - Intangible Assets, page F-14

46. Based on your response to prior comment 62 and on the
disclosures
in your filing, we note that you acquired and recorded
identifiable
intangible assets in three separate transactions.  For each
transaction, revise your filing to clearly indicate what you
specifically acquired, including: its stage of development; the
additional development efforts that are necessary; and the time
period when you expect commercial products to be available.  Since
it
appears to us that each of these technologies were under
development
when you acquired them, tell us what consideration you gave to
recording them as in-process R&D in accordance with FIN 4.  In
addition, tell us how you identified and valued each intangible
asset
you acquired.  Based on the current disclosures in note 11, it
appears that that you assigned the entire excess purchase price
related to the acquisition of EDT to the projectile stun gun
technology and did not separately value it which does not comply
with
SFAS 141.  Please clarify or revise.

Note 11 - Acquisition, page F-19

47. Revise the notes to the financial statements to include the
information you provided in your response to prior comment 62
regarding the assets you acquired from Joseph Valencic and James
McNulty.

Financial Statements - EDT LLC
General

48. It is not clear to us why the historical financial statements
of
EDT, on pages F-23-F-39 are identified as the financial statements
of
Stinger Systems, Inc.  Please revise.

49. Since you appropriately provided updated interim financial
statements for Stinger Systems, Inc. for the period ended 3/31/05,
you are also required