Edgar Filing: FLEXPOINT SENSOR SYSTEMS INC

10QSB 1 flx06q3e

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

OF 1934

For quarterly period ended September 30, 2007

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission file number: No. 0-24368

FLEXPOINT SENSOR SYSTEMS, INC.

(Exact name of small business issuer in its charter)



Delaware	87-0620425
(State of incorporation)	(I.R.S. Employer Identification No.)

106 West Business Park Drive, Draper, Utah 84020

(Address of principal executive offices)

801-568-5111

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of November 13, 2007 Flexpoint Sensor Systems, Inc. had a total of 24,792,887 shares of common stock issued and outstanding.

Transitional small business disclosure format: Yes [ ] No [X]

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

Index to Financial Statements

Item 2. Management’s Discussion and Analysis or Plan of Operation

Item 3. Controls and Procedures

PART II: OTHER INFORMATION

Item 2. Unregistered Sales of Securities and Use of Proceeds

Item 6. Exhibits

Signatures

2 0

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial information set forth below with respect to our condensed consolidated financial position as of September 30, 2007, the condensed consolidated statements of operations for the three and nine month periods ended September 30, 2007 and 2006, and the condensed consolidated statements of cash flows and stockholders’ equity for the nine month period ended September 30, 2007 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three and nine month periods ended September 30, 2007, are not necessarily indicative of results to be expected for any subsequent period.

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Index to Financial Statements

Page

Condensed Consolidated Balance Sheets (Unaudited) September 30, 2007

and December 31, 2006

Condensed Consolidated Statements of Operations (Unaudited) for the Three

and Nine Months Ended September 30, 2007 and 2006 and for the Cumulative

period from February 24, 2004 (Date of Emergence from Bankruptcy) through

September 30, 2007

Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for

the Nine Months Ended September 30, 2007

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine

Months Ended September 30, 2007 and 2006 and for the Cumulative period

from February 24, 2004 (Date of Emergence from Bankruptcy) through

September 30, 2007

Notes to Condensed Consolidated Financial Statements (Unaudited).

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



	September 30,	December 31,
	2007	2006
ASSETS
Current Assets
Cash and cash equivalents	$ 1,046,034	$ 768,220
Accounts receivable	2,973	1,263
Prepaid expenses	27,079	2,808
Total Current Assets	1,076,086	802,291
Long-Term Deposits	6,500	6,500
Property and Equipment, net of accumulated depreciation
of $493,484 and $369,923	952,823	1,076,383
Patents and Proprietary Technology, net of accumulated
amortization of $532,360 and $417,634	1,435,991	1,550,716
Goodwill	5,356,414	5,356,414
Total Assets	$ 8,827,814	$ 8,792,304

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$ 18,319	$ 23,348
Accrued liabilities	86,225	24,987
Total Current Liabilities	104,544	48,335

Stockholders' Equity
Preferred stock – $0.001 par value; 1,000,000 shares authorized;
no shares issued or outstanding	-	-
Common stock – $0.001 par value; 100,000,000 shares authorized;
24,792,887 shares and 23,292,887 shares issued and outstanding	24,792	23,292
Receivable from stockholders	(300,000)	-
Additional paid-in capital	15,823,256	14,324,756
Warrants and options outstanding	3,576,756	3,189,503
Deficit accumulated during the development stage	(10,401,534)	(8,793,582)
Total Stockholders' Equity	8,723,270	8,743,969
Total Liabilities and Stockholders' Equity	$ 8,827,814	$ 8,792,304

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


						For the Cumulative
						Period from
						February 24, 2004
						(Date of Emergence)
	For the Three Months Ended September 30,		For the Nine Months Ended September 30,			from bankruptcy through
	2007	2006	2007	2006		September 30,2007

Design, Contract and Testing Revenue	$ 8,763	$ 44,991	$ 26,966		$ 98,437		$ 486,775

Operating Costs and Expenses
Amortization of patents and proprietary technology	(38,241)	(38,241)	(114,725)		(114,725)		(532,359)
Cost of revenue	(3,007)	(1,562)	(9,646)		(3,746)		(111,897)
Administrative and marketing expense	(431,041)	(389,224)	(1,174,523)		(1,606,274)		(7,539,928)
Research and development expense	(132,524)	(114,362)	(354,562)		(346,139)		(1,325,531)
Total Operating Costs and Expenses	(604,813)	(543,389)	(1,653,456)		(2,070,884)		(9,509,715)

Other Income and Expenses
Interest expense	-	-	-		-		(1,576,054)
Interest income	8,384	8,844	15,468		30,350		115,346
Sublease rent income	648	972	2,592		1,944		10,368
Other income	-	-	478		-		478
Gain on forgiveness of debt	-	-	-		-		71,268
Net Other Income (Expense)	9,032	9,816	18,538		32,294		(1,378,594)

Net Loss	$ (587,018)	$ (488,662)	$ (1,607,952)		$ (1,940,153)		$ (10,401,534)

Basic and Diluted Loss Per Common Share	$ (0.02)	$ (0.02)	$ (0.07)		$ (0.08)

Basic and Diluted Weighted-Average Common Shares
Outstanding	24,363,539	23,292,887	23,737,942		23,097,666

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

(UNAUDITED)



						Deficit
						Accumulated
			Receivable	Additional	Warrants and	During the	Total
	Common Stock		from	Paid-in	Options	Development	Stockholders'
	Shares	Amount	Stockholders	Capital	Outstanding	Stage	Equity

Balance - December 31, 2006	23,292,887	$ 23,292		$ 14,324,756	$ 3,189,503	$ (8,793,582)	$ 8,743,969

Employee compensation from stock options	-	-		-	387,253	-	387,253
Private placement of stock for cash, $1.00 per share	1,000,000	1,000		999,000	-	-	1,000,000
Private placement of stock for cash and receivable, $1.00 per share	500,000	500	$ (300,000)	499,500	-	-	200,000

Net loss	-	-		-	-	(1,607,952)	(1,607,952)

Balance - September 30, 2007	24,792,887	$24,792	$ (300,000)	$ 15,823,256	$ 3,576,756	$(10,401,534)	$ 8,723,270

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For the Cumulative
			Period from
			February 24, 2004
			(Date of Emergence)
	For the Nine Months		from Bankruptcy)
	Ended September 30,		through
	2007	2006	September 30, 2007
Cash Flows from Operating Activities:
Net loss	$ (1,607,952)	$ (1,940,153)		$ (10,355,385)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	123,561	123,186		493,484
Amortization of patents and proprietary technology	114,725	114,725		532,360
Issuance of common stock and warrants for services	-	-		2,695,053
Expenses paid by increase in convertible note payable	-	-		60,000
Amortization of discount on note payable	-	-		1,556,666
Stock-based compensation expense for employees	387,253	655,577		1,168,822
Changes in operating assets and liabilities:
Accounts receivable	(1,710)	-		(2,973)
Accounts payable	(5,029)	(36,815)		(189,787)
Accrued liabilities	61,238	32,202		83,733
Deferred revenue	-	-		(343,750)
Prepaid expenses	5,728	9,606		(27,081)
Deposits	-	-		(6,500)
Net Cash Used in Operating Activities	(922,186)	(1,041,672)		(4,335,358)
Cash Flows from Investing Activities:
Payments for the purchase of equipment	-	(2,262)		(197,574)
Payments for patents	-	-		(43,626)
Payment for acquisition of equipment and
technology from Flexpoint Holdings, LLC	-	-		(265,000)
Net Cash Used in Investing Activities	-	(2,262)		(506,200)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and warrants	1,200,000	210,000		5,317,207
Principal payments on notes payable - related parties	-	-		(460,300)
Proceeds from notes payable - related parties	-	-		445,300
Proceeds from borrowings under convertible note payable	-	-		583,334
Net Cash Provided By Financing Activities	1,200,000	210,000		5,885,541
Net Change in Cash and Cash Equivalents	277,814	(833,934)		1,043,983
Cash and Cash Equivalents at Beginning of Period	768,220	1,964,487		2,051
Cash and Cash Equivalents at End of Period	$ 1,046,034	$ 1,130,553		$ 1,046,034
Supplemental Cash Flow Information: Cash paid for interest	$ -	$ -		$ 16,888

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Interim Financial Statements — The accompanying unaudited condensed consolidated financial statements include the accounts of Flexpoint Sensor Systems, Inc. and its subsidiaries (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the most recent annual consolidated financial statements of Flexpoint Sensor Systems, Inc. and subsidiaries for the year ended December 31, 2006, included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission on March 14, 2007. In particular, The Company’s significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2007.

Nature of Operations - The Company is located near Salt Lake City, in Draper, Utah and is a development stage company engaged principally in designing, engineering, and manufacturing sensor technology and equipment using flexible potentiometer technology. The Company is in the development stage as planned operations have not commenced. Development stage activities primarily include acquiring equipment and technology, organizing activities, obtaining financing and seeking manufacturing contracts. During the three months ended September 30, 2007, the Company entered into new manufacturing agreements which are described in Note 4. Even though the Company is making strides forward with its business plan, it is likely that significant progress may not occur within the next four to six months. Accordingly, the Company may not realize significant revenues or become profitable within the next twelve months, which would require additional financing to fund its long-term cash needs. The Company may be required to rely on debt financing, loans from related parties, and private placements of common stock for additional funding. These sources of financing may only be available on terms not acceptable to the Company.

Property and Equipment – Property and equipment are stated at cost. Additions and major improvements are capitalized while maintenance and repairs are charged to operations. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

Valuation of Long-lived Assets - The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. As a result of management’s assessment of the recoverability of long-lived assets, including property and equipment, patents and proprietary technology, and goodwill, at September 30, 2007, no impairment loss was identified or recognized through that date.

Research and Development - Research and development costs are recognized as expense during the period incurred until the conceptual formulation, design, and testing of a process is completed and the process has been determined to be commercially viable.

Goodwill – Goodwill represents the excess of the Company’s reorganization value over the fair value of net assets of the Company upon emergence from bankruptcy. Goodwill is not amortized, but is tested for

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

impairment annually or when a triggering event occurs using a fair value approach. A fair-value-based test is applied at the overall company level. The test compares the fair value of the company to the carrying value of its net assets. This test requires various judgments and estimates. The fair value the Company is determined using the market value of the Company’s common stock. The fair value of the Company is allocated to the Company’s assets and liabilities based upon their fair values with the excess fair value allocated to goodwill. An impairment of goodwill is measured as the excess of the carrying amount of goodwill over the determined fair value.

Stock-Based Compensation – The Company records stock-based compensation according to the provisions of FASB Statement No. 123 (Revised 2004), “Share-Based Payment.” As such, the Company recognizes expense for employee compensation from stock options and awards equal to the grant-date fair value over the vesting period.

Basic and Diluted Loss Per Share - Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential of common shares outstanding during the period. At September 30, 2007, there were outstanding options and warrants to purchase 4,888,335 shares of common stock. At September 30, 2006, there were outstanding options and warrants to purchase 4,515,335 shares of common stock. These options and warrants were not included in the computation of diluted loss per share as their effect would have been anti-dilutive, thereby decreasing loss per common share.

NOTE 2 – COMMON STOCK

Private Placement of Common Stock and Warrants – On June 8, 2007, the Company issued 1,000,000 shares of common stock through a private placement for $1,000,000 in cash.

On September 18, 2007, the Company issued 500,000 shares of common stock through a private placement for $200,000 in cash and $300,000 receivable from the stockholders.

Exercise of Warrants – On June 27, 2006, the Company issued 300,000 shares of common stock upon the exercise of warrants at $0.70 per share to Summit Resource Group. The Company received $210,000 from the exercise of the warrants.

NOTE 3 – STOCK OPTION PLANS

On August 25, 2005, the Board of Directors of the Company approved and adopted the 2005 Stock Incentive Plan (the Plan). The Plan became effective upon its adoption by the Board and will continue in effect for ten years, unless terminated. This plan was approved by the stockholders of the Company on November 22, 2005. Under the Plan, the exercise price for all options issued will not be less than the average quoted closing market price of the Company’s trading common stock for the thirty day period immediately preceding the grant date plus a premium of ten percent. The maximum aggregate number of shares that may be awarded under the plan is 2,500,000 shares.

On February 8, 2007, the Company granted employee options to purchase an aggregate 382,000 shares of common stock at an exercise price of $1.18 per share. The options vest on the anniversary of the grant date and expire on August 25, 2015, which is 10 years from date of Board approval of the Plan. The Company used the following assumptions in estimating the fair value of the options granted on February 8, 2007: market value at

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

time of issuance - $1.45; expected holding period – 6 years; risk-free interest rate – 4.86%; dividend yield – 0%; and expected volatility – 200%. Using these assumptions, the options granted have a weighted-average fair value of $1.43 per share.

On June 4, 2007, the Company granted an employee options to purchase an aggregate 300,000 shares of common stock at an exercise price of $1.38 per share. The options vest on the anniversary of the grant date and expire on August 25, 2015, which is 10 years from date of Board approval of the Plan. The Company used the following assumptions in estimating the fair value of the options granted on June 4, 2007: market value at time of issuance - $1.13; expected holding period – 6 years; risk-free interest rate – 4.93%; dividend yield – 0%; and expected volatility – 200%. Using these assumptions, the options granted have a weighted-average fair value of $1.11 per share.

During the three and nine month periods ended September 30, 2007, the Company recognized $210,563 and $387,253 of stock-based compensation expense, respectively. A summary of all employee options outstanding and exercisable under the plan as of September 30, 2007, and changes during the nine months then ended is set forth below:



			Weighted-
			Average
		Weighted-	Remaining	Aggregate
		Average	Contractual	Intrinsic
Options	Shares	Exercise Price	Life (Years)	Value
Outstanding at beginning of period	1,150,000	$ 1.92
Granted	682,000	1.27
Expired	(90,000)	1.91
Forfeited	(210,000)	1.53
Outstanding at end of period	1,532,000	$ 1.68	7.94	$ 2,720
Exercisable at end of period	633,000	$ 1.92	7.93	$ -

As of September 30, 2007, there was approximately $459,361 of unrecognized compensation cost related to employee stock options that will be recognized over a weighted-average period of approximately 1.1 years.

NOTE 4 – MANUFACTURING CONTRACTS

In September 2005 the Company entered into a manufacturing agreement with R&D Products, LLC, a Utah limited liability company, doing business in Midvale, Utah. For the purpose of this contract, management considers R&D Products to be a Related Party because a controlling member of R&D Products, LLC is also a non-controlling interest shareholder of Flexpoint Sensor Systems, Inc. R&D Products has developed a mattress with multiple air chambers that uses the Company’s Bend Sensors^® and the Company has agreed to manufacture the Bend Sensors^® for the mattresses. The initial order is for 30,000 Bend Sensors® to be used to begin manufacture of 1,000 mattresses. The realization of the manufacturing and sales of the Bend Sensors^® is dependent upon R&D Products selling either their bed technology directly or licensing their technology to a third party. There are no guarantees that R&D will make such sales in such quantities to meet the demands of this contract.

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

In September 2007 the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Precision Pumping Systems, Inc. (“Precision”), a Washington corporation, with its principal office in Kelso, Washington. Under the terms of the agreement, Precision will market and distribute the patented Wave Sensor^®, a flow meter utilizing Bend Sensor^® technology to determine the presence and volume of liquid flow through a pipeline. The amount and direction of the flow can be continuously measured, monitored and recorded. The Wave Sensors^® will be marketed and distributed by Precision to all types of industries, including original equipment manufacturers, municipalities, irrigation companies, governmental agencies and individual property owners. The Agreement is for a period of three years. Within one month prior to the conclusion of the three year period, the Agreement may be extended for one or more successive one year terms upon the mutual written agreement of both parties.

In September 2007 the Company entered into an agreement with Intertek Industrial Corp. on an automotive seat monitoring device application for emergency response vehicles. This monitoring device places the Company’s Bend Sensors^® in each rear passenger seat with a monitor viewable to the vehicle’s driver. The foolproof system informs the driver if the emergency medical technicians are seated and properly secured prior to departure and while the vehicle is in motion. Revenue from the development fees and the initial purchase order are estimated to exceed $100,000 and will impact both the third and fourth quarters of 2007.

NOTE 5 – LEGAL PROCEEDINGS

On January 20, 2006, Sensitron, Inc., the Company’s wholly owned subsidiary, filed a complaint in the United States District Court for the District of Utah, Central Division, against Michael W. Wallace, d/b/a Pure Imagination, seeking patent rights for a patent and patent application that Mr. Wallace filed with the United States Trademark and Patent Office. Mr. Wallace assisted Sensitron with the development of certain software to be used in combination with our Bend Sensor^® technology related to the SEAT MAT™ system. Mr. Wallace failed to deliver the source code to Sensitron and failed to list our employees and previous employees as co-inventors on the patent he obtained and for his pending application for a patent. Sensitron is seeking a copy of the source code and ownership of the patent or correction of the patent and patent application to add the appropriate co-inventors. Sensitron is also seeking unspecified damages along with its costs and attorneys’ fees. As of September 30, 2007, this action is pending in the United States District Court.

On July 3, 2001, Flexpoint Sensor Systems, Inc. filed a voluntary petition for reorganization pursuant to Chapter 11 of the United States Bankruptcy Code. The petition was filed in the United States Bankruptcy Court for the District of Utah, File No. 01-29577JAB. On February 24, 2004 the bankruptcy court confirmed our Plan of Reorganization. In our bankruptcy proceeding we objected to the $1,700,000 claim made by Delco Electronics, Inc. (“Delphi”). We believe that Delphi is precluded by the terms of the agreement from any financial recovery due to its breach of the sponsorship agreement. Other potential claims are breach of contract, breach of fiduciary duties owed to Flexpoint, Inc. pursuant to the contract, and intentional and negligent interference with Flexpoint, Inc.’s contractual and business relationship with General Motors. We are currently attempting to negotiate a settlement to this controversy.

In this report references to “Flexpoint Sensor,” “we,” “us,” and “our” refer to Flexpoint Sensor Systems, Inc. and its subsidiary.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

EXECUTIVE OVERVIEW

Flexpoint Sensor Systems, Inc. is a development stage company engaged principally in acquiring equipment and technology, obtaining financing and seeking manufacturing contracts. Our planned operations have not commenced to a commercial level and include designing, engineering and manufacturing and selling sensor technology and equipment featuring Bend Sensor^® technology and equipment.

We emerged from Chapter 11 bankruptcy on February 24, 2004 and since that time we have leased a manufacturing facility, purchased necessary equipment to establish a production line, negotiated contracts, manufactured Bend Sensor^® technology devices and conducted testing on those devices. Our goal is to qualify our production line and facility as an ISO/TS 16949 production line and facility at a time that production contracts will require it. This qualification will increase the marketability of our products to automotive parts suppliers.

In September 2007 we entered into a Purchase and Sale Agreement with Precision Pumping Systems, Inc. (“Precision”), a Washington corporation, with its principal office in Kelso, Washington. Under the terms of the agreement, Precision will market and distribute the patented Wave Sensor^®,a flow meter utilizing Bend Sensor^®technology to determine the presence and volume of liquid flow through a pipeline. The amount and direction of the flow can be continuously measured, monitored and recorded. Through the monitoring of liquid flows, municipalities, governmental agencies and other entities can measure and pinpoint flow efficiency, as well as locate trouble in the pipelines and help detect leaks. The Wave Sensor^® will be marketed and distributed by Precision to all types of industries, including original equipment manufacturers, municipalities, irrigation companies, governmental agencies and individual property owners. Management believes that the market for flow sensing and measuring devices is estimated to be in excess of $400 million per year.

In September 2007 we entered into an agreement with Intertek Industrial Corp. on an automotive seat application for emergency response vehicles. This monitoring device places our Bend Sensors^® in each rear passenger seat with a monitor viewable to the vehicle’s driver. The foolproof system informs the driver if the EMT(s) are seated and properly secured prior to departure and while the vehicle is in motion. We anticipatethat revenue from the development fees and the initial purchase order related to this agreement could exceed $100,000.

During 2005 development and research on products for several automotive customers was approved to be advanced to the next stage of testing. Negotiations for potential automotive applications using our Bend Sensor® technology are in process, but we have not yet entered into a major contract for the sale of our automotive products. In October 2007 we announced that three Tier 1 suppliers and one auto manufacturer are testing and adapting our Bend Sensor® technology for the auto industry.

Finalizing a major contract with a customer remains our greatest challenge because our on-going business is dependent upon finalizing this type of contract. Cash flow and cash requirement risks are closely tied to and are dependent upon our ability to attract significant contracts. We must continue to obtain funding to operate and expand our operations so that we can deliver our products to the market. Management believes that even though we are making positive strides forward with our business plan, it is likely that significant progress may not occur for the next four to six months. Accordingly, we cannot guarantee that we will realize significant revenues or that we will become profitable during 2007.

LIQUIDITY AND CAPITAL RESOURCES

Our revenue is primarily from design, contract and testing services and has not reached a level to support our operations. Management anticipates that we may not realize significant revenue within the next twelve months. For the past twelve months we have relied on proceeds from the private placements we completed in March 2005 and June and September 2007 to satisfy our cash requirements. In the March 2005 private placement we issued an aggregate of 2,836,335 units to purchasers and 140,000 units were issued to the placement agent. Each unit consisted of one share and one warrant to purchase one share at an exercise price of $3.00. We realized net proceeds of $3,907,207 from this private placement that we have used to fund continuing operations and business development. In the June 2007 private placement we issued 1,000,000 shares of common stock to the purchaser for $1,000,000. In the September 2007 private placement we issued 500,000 shares of common stock to the purchasers for $500,000. There were no offering costs associated with these private placements.

Management believes that our current cash burn rate is approximately $140,000 per month and that the remaining proceeds from the private placements will fund our operations for at least the next eight months. We will require additional financing to fund our long-term cash needs. We may rely on debt financing, loans from related parties and private placements of common stock for additional funding. However, we cannot assure you that we will be able to obtain financing, or that sources of financing, if any, will continue to be available, and if available, that they will be on terms favorable to us.

As of September 30, 2007 we have outstanding warrants to purchase an aggregate of 380,000 shares and we may receive an additional $340,000 if those warrants are exercised. On June 27, 2006 warrants to purchase 300,000 shares were exercised and we received $210,000 in proceeds from that transaction. T he warrant holders have total discretion as to if the warrants are exercised.

As we enter into new technology agreements in the future, we must ensure that those agreements provide adequate funding for any pre-production research and development and manufacturing costs. If we are successful in establishing agreements with adequate initial funding, management believes that our operations for the long term will be funded by revenues, licensing fees and royalties related to these agreements. However, we have formalized only a few additional agreements during the past year and there can be no assurance that agreements will come to fruition in the future or that a desired technological application can be brought to market.

COMMITMENTS AND CONTINGENCIES

Our principal commitments at September 30, 2007 consist of our operating lease and total current liabilities of $104,544. The operating lease has average monthly payments of $8,718, including common area maintenance and a 2% annual increase. The total future minimum payments under this lease as of September 30, 2007 were $214,506.

Our total current liabilities include accounts payable of $18,319 related to normal operating expenses, including health insurance, utilities, production supplies and travel expense, expenses for professional fees regarding audit fees and legal fees related to the defense of patent rights. Accrued liabilities at September 30, 2007, were $86,225 and were related to payroll, payroll tax liabilities, accrued audit and tax expenses, accrued lease expense and accrued Paid Time Off, a combination vacation-sick leave policy.

In January 2006 we initiated a legal action for patent encroachment and we anticipated that this legal action would result in legal costs of approximately $100,000; however, the cost of this action has been higher than anticipated and we now estimate that this legal action will result in legal costs of approximately $200,000. Management believes it is critical to protect our patents and will divert a portion of our financial resources to continue this legal matter.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates of particular significance in our financial statements include goodwill and the annual tests for impairment of goodwill and valuing stock option compensation.

We annually test goodwill for impairment or when a triggering event occurs. Impairment is indicated if undiscounted cash flows are less than the carrying value of the assets. The amount of impairment is measured using a discounted-cash-flows model considering future revenues, operating costs and risk-adjusted discount rate and other factors. We performed a goodwill impairment test and at September 30, 2007 no impairment was identified or recognized.

We account for stock options under Statement of Financial Accounting Standards No. 123(R), effective January 1, 2006. Statement 123(R) requires that recognition of the cost of employee services received in exchange for stock options and awards of equity instruments be based on the grant-date fair value of such options and awards and is recognized as an expense in operations over the period they vest. The fair value of the options we have granted is estimated at the date of grant using the Black-Scholes American option-pricing model. Option pricing models require the input of highly sensitive assumptions, including expected stock volatility. Also, our stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Management believes the best input assumptions available were used to value the options and that the resulting option values are reasonable. For the three and nine month periods ended September 30, 2007 we recognized $210,563 and $387,253 stock-based compensation expense, respectively, for our stock options and there was approximately $459,361 of unrecognized compensation cost related to employee stock options that will be recognized over approximately 1.1 years.

RESULTS OF OPERATIONS

The following discussions are based on the consolidated operations of Flexpoint Sensor and its subsidiary, Sensitron, and should be read in conjunction with our unaudited financial statements for the three and nine month periods ended September 30, 2007 and 2006. These financial statements are included in this report at Part I, Item 1, above.

COMPARISON OF 2007 AND 2006 THREE AND NINE MONTH PERIOD OPERATIONS


	Three month period ended Sept. 30, 2007 2006		Nine month period ended Sept. 30, 2007 2006
Design, contract and testing revenue	$ 8,763	$ 44,911	$ 26,966	$ 98,437
Total operating costs and expenses	(604,813)	(543,389)	(1,653,456)	(2,070,884)
Net other income	9,032	9,816	18,538	32,294
Net loss	(587,018)	(488,662)	(1,607,952)	(1,940,153)
Basic and diluted loss per common share	$ (0.02)	$ (0.02)	$ (0.07)	$ (0.08)

Our revenue for the 2007 and 2006 interim periods was from design, contract and testing services. Revenue from research and development engineering contracts is recognized as the services are provided and accepted by the customer. Revenue from contracts to license technology to others is deferred until all conditions under the contract are met and then the sale is recognized as licensing royalty revenue over the remaining term of the contract. Revenue from the sale of a product is recorded at the time of shipment to the customer.

The decrease in revenue for the three and nine month periods ended September 30, 2007 compared to the three and nine month periods ended September 30, 2006 was the result of decreases in revenue from design engineering work. Management does not anticipate that revenues will increase until we finalize a major contract.

Total operating costs and expenses for the 2007 three month period when compared to the 2006 three month period show an increase of $61,424. Administrative and marketing expenses for the three months ended September 30, 2007 were $431,041, an increase of $41,817 from the $389,224 for the three months ended September 30, 2006. It is expected that administrative and marketing expenses will increase in future periods due to additional travel and legal expenses related to the pursuit of technology and license agreements. Research and development expenses increased $18,162 for the comparable periods.

Total operating costs and expenses decreased for the 2007 nine month period when compared to the 2006 nine month period. Administrative and marketing expenses for the nine months ended September 30, 2007 were $1,174,523, a decrease of $431,751 from the $1,606,274 for the nine months ended September 30, 2006. As stated above, it is expected that administrative and marketing expenses will increase in future periods due to additional travel and legal expenses related to the pursuit of technology and license agreements. Research and development expenses remained relatively flat, increasing $8,423 for the comparable periods.

Total other income for the 2007 and 2006 periods consists primarily of interest income from the proceeds of the private placement offering, which were deposited in a savings account.

Due to minimal revenues and increased operating costs and expenses, we recorded a net loss and loss per share for both the 2007 and 2006 periods. Management expects losses to continue in the short term.

The chart below presents a summary of our consolidated balance sheets at September 30, 2007, and December 31, 2006.


SUMMARY OF BALANCE SHEET INFORMATION

	Nine month
	period ended	Year ended
	Sept. 30, 2007	December 31, 2006

Cash and cash equivalents	$ 1,046,034	$ 768,220
Total current assets	1,076,086	802,291
Total assets	8,827,814	8,792,304
Total current liabilities	104,544	48,335
Deficit accumulated during the development stage	(10,401,534)	(8,793,582)
Total stockholders’ equity	$ 8,723,270	$ 8,743,969

Cash and cash equivalents increased $277,814 at September 30, 2007 compared to December 31, 2006 due to proceeds received from the private placements; however cash of $922,186 was used in operating activities. Until our revenue increases, our cash will continue to decrease.

Our non-current assets decreased at September 30, 2007 due to adjustments for depreciation and amortization. These assets include property and equipment valued at $952,823 net of depreciation, patents and proprietary technology of $1,435,991 net of amortization, goodwill of $5,356,414, and long-term deposits of $6,500.

Total current liabilities increased at September 30, 2007, primarily as a result of increases in accrued liabilities, as discussed above.

Factors Affecting Future Performance

We have a history of losses and may never become profitable.

We are unable to fund our day-to-day operations from revenues and the lack of revenues for continued growth may cause us to delay our business development. For the 2007 nine month period we had negative cash flows from operating activities of $922,186. We will require additional financing to fund our long-term cash needs and we may be required to rely on debt financing, loans from related parties, and private placements of our common stock for that additional funding.

We may not have adequate experience to successfully manage anticipated growth.

We may not be equipped to successfully manage any possible future periods of rapid growth or expansion, which could be expected to place a significant strain on our managerial, operating, financial and other resources. Our future performance will depend, in part, on our ability to manage growth effectively, which will require us to:

improve existing, and implement new, financial controls and systems, management information systems, operating, administrative, financial and accounting systems and controls,

maintain close coordination between engineering, programming, accounting, finance, marketing, sales and operations, and

attract and retain additional qualified technical and marketing personnel.

There is intense competition for management, technical and marketing personnel in our business. The loss of the services of any of our key employees or our failure to attract and retain additional key employees could have a material adverse effect on our ability to continue as a going concern.

We may not have adequate manufacturing capacity to meet anticipated manufacturing contracts.

Based on projected business development, we will need to complete a second production line and have it installed and approved in 2008. The second manufacturing line is expected to result in increased manufacturing capacity and manufacturing efficiencies. We have completed installation of our first production line and are in the process of qualifying our own manufacturing facility for ISO/TS-16949 certification. However, we cannot assure you that we will satisfy ISO/TS-16949 qualification or that the production lines will produce product in the volumes required or that the production lines will satisfy the requirements of our customers.

Our success is dependent on our intellectual property rights which are difficult to protect.

Our future success depends on our ability to protect our intellectual property. We use a combination of patents and other intellectual property arrangements to protect our intellectual property. There can be no assurance that the protection provided by our patents will be broad enough to prevent competitors from introducing similar products or that our patents, if challenged, will be upheld by courts of any jurisdiction. Patent infringement litigation, either to enforce our patents or defend ourselves from infringement suits, will be expensive and could divert our resources from other planned uses. Patent applications filed in foreign countries and patents in these countries are subject to laws and procedures that differ from those in the U.S. and may not be as favorable to us. We also attempt to protect our confidential information through the use of confidentiality agreements and by limiting access to our facilities. There can be no assurance that our program of patents, confidentiality agreements and restricted access to our facilities will be sufficient to protect our confidential information from competitors.

Research and development may result in problems which may become insurmountable to full implementation of production.

Customers request that we create prototypes and perform pre-production research and development. As a result, we are exposed to the risk that we may find problems in our designs that are insurmountable to fulfill production. In that event, we will be unable to recover the costs of the pre-production research and development. However, we are currently unaware of any insurmountable problems with ongoing research and development that may prevent further development of an application.

Our products must satisfy governmental regulations in order to be marketable

During the past several years, the automotive industry has been subject to increased government safety regulation. Among other things, proposed regulations from the National Highway Transportation and Safety Administration required automakers to incorporate advanced air bag technology into vehicles beginning in 2005 with the phase-in to be completed by 2008. Our products may not meet the proposed National Highway Transportation and Safety Administration standards or the standards may be modified. These proposals call for upgraded air bag system performance tests for passenger cars and light trucks. The new testing requirements are intended to improve the safety of infants, children and out-of-position adults, and maximize the protection of properly seated adults. The National Highway Transportation and Safety Administration tests are similar to conditions that we have already been using to test our Seat Mat System and we believe that our Seat Mat System will meet the standards as proposed. In addition, automakers may react to these proposals and the uncertainty surrounding these proposals by curtailing or deferring investments in new technology, including our Bend Sensor® technology, until final regulatory action is taken. We cannot predict what impact, if any, these proposals or reforms might have on our financial condition and results of operations.

Because we are significantly smaller than the majority of our competitors, we may lack the financial resources needed to capture increased market share.

The market for sensor devices is extremely competitive, and we expect that competition will intensify in the future. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face will not materially adversely affect our business, operating results or financial condition. Our primary competitors in the air bag market are International Electronics and Engineering, Siemens, Robert Bosch GmbH, Denso, Inc., Breed Technologies, TRW Automotive, Delphi Corporation, Autoliv Inc., Takata and Temic. We believe that none of our competitors have a product that is superior to our Bend Sensor® technology at this time. However, many of our competitors and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships than we do. These competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and devote substantially more resources to developing new products and markets than we can.

Ongoing industry consolidation among worldwide automotive parts suppliers and financial difficulties of U.S. auto makers may limit the market potential for our products.

In the automotive parts industry, there is a trend of consolidation through business combinations and acquisitions of complementary technologies among worldwide suppliers as these suppliers seek to build stronger customer relationships with automobile manufacturers. Automobile manufacturers look to Tier 1 suppliers (major suppliers) to provide fully engineered systems and pre-assembled combinations of components rather than individual components. This trend of consolidation of suppliers may result in fewer Tier 1 suppliers and thus limit the marketing opportunities for our Bend Sensor® technology. In addition, in recent months large U.S. auto makers have announced plans to close plants and reduce their work force, some Tier 1 suppliers are in bankruptcy or in financial difficulty, and two automobile manufacturers have reported increased financial difficulties. These industry trends may limit the market for our products.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.

Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-KSB for the fiscal year ending December 31, 2007, we will be required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

In order to achieve compliance with Section 404 of the Act within the prescribed period, we will need to engage in a process to document and evaluate our internal control over financial reporting, which will be both costly and challenging. In this regard, management will need to dedicate internal resources, engage outside consultants and adopt a detailed work plan.

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure. Our Chief Executive Officer and our Chairman of the Board who acts in the capacity of our principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were effective.

Also, these executive officers determined that there were no changes made in our internal controls over financial reporting during the third quarter of 2007 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 18, 2007 we sold an aggregate of 500,000 shares of common stock to three persons for $500,000. We issued 100,000 shares to Clark Mower, 100,000 shares to First Equity Holdings Corp. and 300,000 shares to MAJEDI Investments LLC. We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

ITEM 6. EXHIBITS

Part I Exhibits

No.

Description

31.1

Chief Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification

Part II Exhibits

No.

Description

2.1

Order Confirming Plan, dated February 24, 2004 (Incorporated by reference to exhibit 2.1 for Form 8-K filed March 5, 2004)

2.2

Debtor’s Plan of Reorganization, dated January 14, 2004 (Incorporated by reference to exhibit 2.2 for Form 8-K filed March 5, 2004)

3.1

Certificate of Incorporation of Flexpoint Sensor, as amended (Incorporated by reference to exhibit 3.1 for Form 10-QSB, filed August 4, 2006)

3.2

Bylaws of Flexpoint Sensor, as amended (Incorporated by reference to exhibit 3.4 of Form 10-QSB, filed May 3, 2004)

4.1

Common stock purchase warrant of Investors Stock Daily, Inc., dated July 26, 2005 (Incorporated by reference to exhibit 4.1 to Form 10-KSB filed March 15, 2006)

10.1

Lease Agreement between Flexpoint Sensor and F.G.B.P., L.L.C., dated July 12, 2004 (Incorporated by reference to exhibit 10.2 of Form 10-QSB, filed November 15, 2004, as amended)

10.2

Consulting Agreement between Flexpoint Sensor and Summit Resource Group, dated March 3, 2004 (Incorporated by reference to exhibit 10.3 of Form 10-QSB, filed May 3, 2004)

10.3

Flexpoint Sensor Systems, Inc. 2005 Stock Incentive Plan (Incorporated by reference to Schedule 14A, filed October 27, 2005)

20.2

Audit Committee Charter (Incorporated by reference to Schedule 14A, filed October 27, 2005)

21.1

Subsidiaries of Flexpoint Sensor Systems, Inc. (Incorporated by reference to exhibit 21.1 to Form 10-KSB filed March 15, 2006)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, who are duly authorized.

FLEXPOINT SENSOR SYSTEMS, INC.

Date: November 13, 2007

/s/ Clark M. Mower

Clark M. Mower

President, Chief Executive Officer and Director

Date: November 8, 2006

/s/ John A. Sindt

John A. Sindt

Chairman of the Board

Principal Financial and Accounting Officer