SecProbe.io

Mail Stop 4561

       March 31, 2006

Matthew Foster
Ascent Solar Technologies, Inc.
8120 Shaffer Parkway
Littleton, CO 80127

  RE: Ascent Solar Technologies, Inc.
   Registration Statement on Form SB-2/A
   File No. 333-131216
   Amendment Filed on March 13, 2006

Dear Mr. Foster:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments.

General
1. Your response to prior comment 1 of our letter dated Febr uary 17, 2006 includes
a description of a plan to add the resale  of the securities underlying the “rights”
held by the bridge lenders to this regi stration statement.  You propose that the
resale would be conducted by means of a second prospectus that would contain
alternative cover pages and ot her alternative pages, which have not yet been filed.
It appears that the proposed issuance of the units to the bridge lenders,
commenced in reliance upon an exempti on from registration, has not yet been
completed.  If so, Rule 152 is not available to separate the issuance and resale of
the units as separate transactions.   As su ch, the offer of the un its to these bridge
lenders appears to be an inco mplete unregistered offering.
2. The automatic conversion scenario you focus on in your supplemental response
does not appear to be the only possible out come associated with the unregistered
issuance of the “rights.”  The automatic conversion of the righ ts into units will
only take place if a public offering yielding gross proceeds of $5 million is
completed by January 18, 2007.  Given this uncertainty it is unclear why you
believe the offer of the units that underlie the “rights” was complete when the current registration statement on Form SB-2 was filed.  What actions might the

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 2 -

bridge lenders take or what  discretion might any of thos e investors exercise that
would delay the consummation of the proposed  public offering?  It appears that
there is a current, incomplete offer of  the rights and the underlying securities
given that bridge lenders may exercise  the “rights” commencing in January 2007,
less than one year from the date the regi stration statement was filed.  Further, the
filing of the Form SB-2 constitutes a general solicitation for investors in the
common stock, which appears inconsistent w ith your assertion that the rights and
underlying securities are being offered in a transaction “not involving a public
offering”.  Please provide us with a detail ed legal analysis setting forth the bases
for any conclusion to the contrary.  In your integration analysis, please analyze
the impact of your plan to use part of the offering proceeds of the public offering
to pay the bridge lenders’ notes, when  the securities underlying the rights are
being concurrently offered to the bridge lenders in an unregis tered transaction.
3. Although we note that your response references the Black Box  letter, it is unclear
why the facts of your transaction are similar to those present in Black Box  and
why your believe that letter  establishes that the unde rwritten offering of the
common stock should not be integrated w ith the concurrent, unregistered offering
of common stock underlying the rights.     If you elect to provide a detailed analysis as to how
Black Box  applies to your facts, pl ease address the fact that
Black Box  pertains to sales to Qualified Institutional Buyers and a very limited
number of accredited investors.  You indi cate that there are 23 bridge lenders,
which is not a “very limited number”.  In preparing any response, please note that the concurrent tr ansactions in
Black Box  were primary issuances.  Explain why
you believe Black Box  applies to questions conc erning the integration of a
primary offerings and a purported secondary  offering that would follow a not yet
complete, unregistered issuance.
4. We note your response to our prior comme nt 3 of our letter dated February 17,
2006.  How will the unit securities and the underlying components be cleared and settled, both before and after the thirty day period expires?  Also, please describe
how the units will be permanently separated after the thirty days expires?  Finally, has DTC agreed to make the unit s ecurity and the underlying components
depository eligible?  We  may have further comment after reviewing your
response.

Inside Front Cover and Outside Back Cover Pages of Prospectus
5. We reissue a part of our prior comment 4 of our letter dated February 17, 2006.
Please move the text currently appearing afte r the table of contents  to a part of the
prospectus that is not subject to Rule 421(d) of Regulation C.

Prospectus Summary
6. The disclosure contained in the risk f actor commencing, “”[i]f we fail to clear

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 3 -

certain technical hurdles . . . ,” fails to provide meani ngful information concerning
the known challenges you face in developing and commercializing your proposed
product.   Expand the risk factor so that  the information obscured by the use of the
word “certain” is concisely summarized.  The description of the proposed product in the Business section should also be e xpanded to that it contains a materially
complete description of the t echnical hurdles that you referenc e in the risk factors.
7. The first paragraph on page 2 is excessi vely detailed and focuses in part upon
achievements of your parent corpora tion, which do not appear to warrant
prominence in the summary.  Please revise  the lengthy paragraph so that it is
concise in describing the hi storical background concerning ITN.  We note that the
detailed information in this paragraph is provided at page 17.  In the text
concerning ITN, the prospectus summary  should provide an overview of the
arrangements between your company a nd ITN.  Summarize ongoing interaction
between the related parties that is expected  to take place under those agreements.
Provide a cross-reference to the porti on of the body of the prospectus that
contains the detailed information concer ning the related party arrangements.
8. Your filing continues to contain refere nces to “customers such as Lockheed
Martin.” Please refer to page 18.  We not e that disclosure elsewhere in the filing
is clear in indicating that you have no customers, no developed product and no
developed commercial-scale pr oduction process.  However, consistent with prior
comment 6 of our letter dated Februa ry 17, 2006, please revise throughout to
ensure that the descriptions of your business activities and products carefully
distinguish between your accomplishments and your expectations and plans.
9. We continue to review your response to our prior comment 7 of our letter dated
February 17, 2006.  Comments, if any, w ill be released under separate cover.

Risk Factors, page 5
10. The second risk factor added on page 7 i ndicates that you may not be eligible to
perform “a majority” of the dollar amounts of the potentially assignable research
and development contracts currently be ing performed by ITN.  Disclose why
there is uncertainty as to whether you w ill be an eligible assignee, and state the
minimum dollar amount of the referenced contracts for which you are an eligible
assignee.  To the extent you are not eligible  or are not reasonably expected to be
an eligible assignee of th e contracts, the referenced  dollar amounts should be
reduced to the contracts that can be a ssigned or for which you are a reasonably
likely assignee.
11. In the third risk factor on page 7, you indicate that once you are a public
company, you may no longer be eligible to a pply for or service SBIR contracts.
In your response letter, explain why becoming a public company may render you
ineligible for these contracts, and explain w hy there is uncertainty in this respect.

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 4 -

12. Please expand the caption of the second risk factor on page 11 to alert investors
that in some circumstances the warrants can be called when the exercise of the
warrants is not possible because a current prospectus is not available.  The
resulting risk to investors should be concisely stated in  the caption preceding the
risk factor and this risk should be disc ussed more thoroughly  in the risk factor
text.
13. In the final risk factor you refer to an “exemption from registration” with respect
to offers and sales of securities underlying the warrants, that you suggest might be available when a current prospectus concer ning the exercise of the warrants is not
available.  In your response letter, id entify the exemption you contemplate might
be available in this circumstance.   Unless an exemption is re asonably likely to be
available in this circumstance, please e liminate text that suggests an exemption
might be available.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17
14. We note the use of the phrase “monolithic integration process technology” at page
18, which is cited as a technol ogical hurdle that must be successfully addressed in
the product development/commercial produc tion process.  Please explain your
reference to this term and the nature  of the challenge.  Provide similar
explanations for your use of the phrases : “laser patterning operation,” “printing
step,” “intelligent process controls,” and “closed-loop c ontrols.”  In the future,
please refrain from employing specialized vocabulary that is not understandable
to the ordinary investor.
15. In the second full paragraph on page 19 you refer to specific prices at which you
expect to sell your undeveloped produc t.  Further, you discuss substantial
decreases in selling prices that may be  achieved below the anticipated range of
initial selling prices and refer to gross pr ofit margins.  Given the stage of business
and product development for the company, th e reasonable basis of statements of
this nature is not clear.  In your resp onse letter, provide reasonably detailed
support for these statements or revise to de lete claims as to the specific prices at
which you will be able to offer your products  or that you will be able to achieve
positive gross margins in producing the products.
16. On page 24, you use the terms “burn rate” a nd “total burn rate”.  In using these
terms, do you seek to convey that you will use cash of approximately $80,000 and $168,000 per quarter for production costs a nd for general and administrative
costs, respectively?  Indicate how the “ burn rate” and “total burn rate” amounts
compare to “net cash used in operati ng activities”, which you report in your
statements of operations.  What is the e xpected quarterly rate for the use of your
cash resources?

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 5 -

Critical Accounting Policies and Estimates

Stock Based Compensation, page 22
17. Please refer to comment 37 in our lett er dated February 17, 2006.  We have
reviewed your response a nd note that you are curren tly reviewing the AICPA
Practice Aid “Valuation of Privately-Held -Company Equity Securities Issued as
Compensation” (the “Practice Aid”) to determine whether any additional
disclosure should be made.  For opti ons granted in 2005, we believe you should
revise your registration statement to include the following in your MD&A section.
We refer you to paragraph 182 of the Practice Aid:

• A discussion of the significant factor s, assumptions and methodologies used
in determining fair value;
• A discussion of each significant factor  contributing to the difference between
the fair value on each grant date and th e estimated IPO price, if applicable;
and
• The valuation alternative selected an d the reason management chose not to
obtain a contemporaneous valuation (as opposed to a retrospective valuation) by an unrelated valu ation specialist.

Please note that we may have further di sclosure comments after our review of
your response to our comment below.
18. We also note in your response to prior co mment 37 of our letter dated February
17, 2006 that you provided an internal memo randum addressing the fair value of
your common stock.  In this memorandum,  you state that in connection with the
bridge loan, a third part y valuation of your common stock was performed.
Explain why this valuation was not performed as of the November 18, 2005 grant date and provide us with a copy of this valuation that support s the fair value of
your common stock on January 18, 2006.

Business, page 26
19. We acknowledge the information in the pros pectus that referen ces patent licenses
(from licensors other than ITD) that you intend to obtain and your statement in
response to our prior comment 27 of our  letter dated Febr uary 17, 2006 that you
will enter these arrangements before the e ffective date and that you will file the
license agreements at that time.  Prior to  effectiveness, please advise us regarding
the status of the license agreements.

Management, page 34
20. Please clarify the time period during which Ms. Casteel served as the controller and business manager of ITN.  Ensure th at her biographical information describes

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 6 -

her principal employment for a period of  not less than five years.  Similarly,
please ensure the prior employment information for other executives, such as
Mohan S. Misra Ph.D., covers a period of not less than five years.
21. We reissue a part of our prior comment 29 of our letter dated February 17, 2006.
Disclose the extent to which business opportunities or other technologies which
the members of the technical advisory board encounter or develop must be offered
to or will be the property of Ascent.

Related Party Transactions, page 42
22. Please revise the first paragraph of this se ction to state the Mr. Misra’s percentage
ownership of Inica, Inc.

Unaudited Pro Forma Financial Statements, page F-2
23. Tell us why you have included pro forma stat ement of operations data for the year
ended December 31, 2004 by presenting the ope rations as if the transfer of the
Transferred Assets had taken place on January 1, 2004.  In this regard, note that pro forma information, including the pro forma financial statements, should not
be presented for periods other than the la test fiscal year a nd subsequent interim
period.  Refer to Rule 11-01(a)(1) of Regulation S-X.
24. Please refer to comment 33 of our lett er dated February 17, 2006.  We have
reviewed your response and note your revisions in your  registration statement by
including pro forma earnings per share da ta.  Please revise your pro forma
statements of operations to also include historical earnings per share amounts for each period presented.
25. We note that the historical earnings per,  as indicated in the Company’s audited
Statement of Operations, were calculated using weighted average common shares
outstanding of 761,838.  It a ppears that your pro forma earnings per share
calculations used the same number of sh ares in the calculation and yet the pro
forma financial statements have been ad justed for the 1,028,000 shares issued to
ITN in exchange for the Transferred Assets.  Please explain or revise accordingly.
26. Please refer to comment 35 of our lett er dated February 17, 2006.  We have
reviewed your response and your revisions in your registration statement and note
that you have removed the bridge loan tr ansactions (both th e 10% bridge loan
interest and the bridge loan  discount to reflect the va lue of the bridge rights)
adjustments from the pro forma .  We al so note that you have removed the bridge
loan financing adjustments from the pro forma balance sheet.  We refer you to the guidance in Article 11-02(b)(6 ) of Regulation S-X, which indicates that pro forma
adjustments to the income statement shall give  ef