JEM Engineering proved the technical feasibility of the FlexScan array?a very low-cost, highly-efficient, wideband phased array antenna?in Phase I, and stands ready to develop it into a fully-functional, flight-qualifiable prototype in Phase II. JEM developed an S-Band (2.0-2.3 GHz) antenna array design appropriate for the stratospheric balloon application through requirements definition, modeling, and performance predictions. The critical technology for this array is an electrically-controlled Variable Delay Line (VDL), used to provide true time-delay for beamsteering. VDLs were designed, built and tested, and shown to have excellent performance. The VDLs were tested over 2.4 million cycles without degradation, indicating good life, especially for the balloon application. A 4-port linear beamformer was built, and used to validate the beamformer concept. The objective of the proposed 24-month Phase II effort is to develop, prototype, and demonstrate a flight-qualifiable FlexScan phased array that achieves the bandwidth, antenna gain, and scan range required for a balloon-borne TDRSS data link in S-band, while meeting environmental requirements. Upon completion of Phase II, the FlexScan array will be ready to commercialize for the balloon-borne application, with other NASA and non-NASA commercial applications soon to follow.