SecProbe.io

CORRESP
1
filename1.htm

        November
          10, 2005

      United
        States Securities and Exchange Commission

      Division
        of Corporation Finance

      450
        Fifth
        Street, N.W.

      Washington,
        DC 20549

      Attention:
        H. Roger Schwall, Assistant Director

      Tangela
        S. Richter, Legal Branch Chief

      Mellissa
        Campbell Duru, Staff Attorney

      Jill
        Davis, Accounting Branch Chief

      Gabrielle
        Malits, Staff Accountant

      Re: Itronics
        Inc.

      Registration
        Statement on Form SB-2, filed August 26, 2005

      (File
        No.
        333-127855)

      Form
        10-KSB for the fiscal year ended December 31, 2004

      Forms
        10-QSB for the quarterly reports ended March 31, and June 30, 2005

      File
        No.
        033-18582)

      Ladies
        and Gentlemen:

      On
        behalf
        of Itronics Inc. (“Itronics” or the "Company"), please accept this letter as the
        Company’s response to the comments of the reviewing Staff of the Securities and
        Exchange Commission (the “Commission”) as set forth in the comment letter of
        September 25, 2005.

      Form
        SB-2

      General

                1.

                Where
                  comments relating to disclosure in one section apply to disclosure
                  in
                  another section, please make corresponding changes. This will avoid
                  the
                  need to issue repetitive comments.

      Response:

      Where
        comments relating to disclosure in one section apply to disclosure in additional
        sections, we have revised to make corresponding changes.

                2.

                There
                  is a significant amount of redundant disclosure throughout the
                  prospectus.
                  For example, disclosure regarding the Securities Purchase Agreement
                  and
                  the terms of the financing arranged is repeated, in some instances,
                  verbatim, on pages 5, 12
                  and 66. Similarly, repetitive disclosure describing your business
                  and
                  growth plans and implementation commencing on pages 17 and 37 should
                  be
                  revised to eliminate unnecessary duplication. These are examples
                  and not
                  an exhaustive list of the areas in the prospectus that contain
                  repetitive
                  disclosure. Please revise the prospectus accordingly. In this regard,
                  we
                  remind you that the forepart of the prospectus should include only
                  the
                  cover page, summary, risk factors and, if applicable, the table
                  of
                  contents. Please remove any other information from this section.
                  We note
                  the information appearing on page 2 and page
                  5.

      Response:

      We
        have
        revised the Company’s registration statement on Form SB-2 to delete the
        repetitive disclosures as requested by the Commission in this comment number
        2.

      Front
        cover page

                3.

                Rather
                  than state that investors may convert at a price that is 55% of
                  the average of the three lowest intraday trading prices for the
                  common
                  stock, revise to state that the investors could receive a 45% discount
                  to the average of the three lowest intraday trading prices for
                  the common
                  stock.

      Response:

      As
        requested by the Commission, we have revised the disclosure with respect
        to the
        conversion price of the notes from “55% of
        the
        average of the three lowest intraday trading prices for the common stock” to
        state that the investors could receive a 45% discount
        to the average of the three lowest intraday trading prices for the common
        stock.

      Summary,
        page

                4.

                Provide
                  support for the subjective statements made throughout the Summary
                  and
                  Business sections of the prospectus. For example, you state that
                  you are a
                  “world leader” in photochemical recycling and are the “only company in the
                  world” with the integrated technology to extract more than ninety-nine
                  percent of the silver and virtually all of the other toxic heavy
                  metals
                  from used photo liquids. Unless you can provide objective support
                  for such
                  statements, please remove them from the
                  prospectus.

      Response:

      We
        have
        deleted the subjective statements made throughout the Summary and Business
        sections of the prospectus, including, but not limited to, the statement
        that
        the Company is a “world leader” in photochemical recycling and is the “only
        company in the world” with the integrated technology to extract more than
        ninety-nine percent of the silver and virtually all of the other toxic heavy
        metals from used photo liquids.

      Risk
        Factors, page 6

                5.

                Please
                  remove language that has the tendency to mitigate the risk being
                  disclosed. For example, under the heading “[i]f we are not able to
                  successfully market. . .our products. . . ,“ you state in the risk factor
                  disclosure that “{you} have performed marketing tests and determined that
                  [y]our products compete effectively in the markets being targeted.”
                  Similarly, there are several paragraphs of disclosure that attempt
                  to
                  explain the company’s “competitive advantage” with respect to its products
                  in the disclosure under the risk factor heading “[o]ur success is
                  dependent. . . ,” on page 7. Please remove such language from the risk
                  factor discussion so that your disclosure properly conveys the
                  material
                  risks to your company.

      Response:

      We
        have
        revised the risk factors, where applicable, to remove language that has the
        tendency to mitigate the risk being disclosed in order to properly convey
        the
        materials risks to the Company.

      We
        rely on Contractua1 Relationships

                6.

                Based
                  upon disclosure in the notes to the financial statements on page
                  F-15, it
                  would appear that you rely significantly on a limited number of
                  customers
                  in both business segments of your operations. Please include a
                  separate
                  risk factor where you discuss the risk of your substantial dependence
                  on a
                  limited number of customers. You should include in the heading
                  the name of
                  the customer upon whom you are substantially dependent and the
                  percentage
                  of your revenues attributable to such customer. Please note that
                  such risk
                  factor disclosure should be included with respect to any customer
                  that
                  accounts for in excess of 10% of your revenues on a segment-by-segment
                  basis. All agreements with such material customers should be filed.

                Response:

      We
        have
        revised to include separate risk factors which discuss the risk of the Company’s
        substantial dependence on a limited number of customers. Said risk factors
        include the name of the customers in the headings upon whom the Company is
        substantially dependent and the percentage of its revenues attributable to
        such
        customers. In addition, we have filed all agreements the Company has entered
        into with any such material customers as exhibits to the registration statement
        on Form SB-2. The Company has advised us that the agreements with Shutterfly,
        Inc. and Golden Phoenix Minerals, Inc. have been terminated and accordingly,
        we
        have not filed said agreements as exhibits to the registration statement
        on Form
        SB-2. The Company has also advised us about one short term technical services
        client from which approximately $33,000 in revenue was received in 2004,
        which
        was 11% of technical services revenue. The Company respectfully requests
        that
        this client not be listed in the risk factors by name since the amount involved
        is not a significant risk factor and the Company’s clients have the expectation
        of privacy when seeking the services that the Company provides.

                7.

                Please
                  also include a separate risk factor where you discuss your substantial
                  dependence on any suppliers who provide in excess of 10% of your
                  supply
                  for any of your products. You should include the name of such supplier
                  and
                  the percentage of such supply provided. Please ensure that all
                  related
                  agreements are filed.

      Response:

      We
        have
        revised to include a risk factor which discusses the Company’s substantial
        dependence on any suppliers who provide in excess of 10% of the Company’s supply
        for any of its products. Said risk factor includes the name of the suppliers
        in
        the heading upon whom the Company is substantially dependent and the percentage
        of such supplies. In addition, we have filed all agreements the Company has
        entered into with any such material customers as exhibits to the registration
        statement on Form SB-2.

                8.

                Finally,
                  we note that for the year 2004, a significant part of your accounts
                  receivables balance was attributable to one fertilizer customer.
                  Please
                  include a separate risk factor where you describe the risk associated
                  with
                  this fact. Please include the name of the customer as well as the
                  percentage of your accounts receivables balance attributable to
                  such
                  customer.

      Response:

      We
        have
        revised to include a separate risk factor describing the risk associated
        with
        the fact that a significant part of the Company’s accounts receivables balance
        is attributable to one fertilizer customer. Said risk factor includes the
        name
        of the customer as well as the percentage of the Company’s accounts receivables
        balance attributable to such customer.

                9.

                As
                  discussed in the notes to the financial statements at page F-40,
                  the
                  company appears to be exposed to the risk associated with your
                  default in
                  payments owed to various lessors. Please succinctly summarize such
                  obligations and the risk associated with your inability to meet
                  such
                  obligations.

                Response:

      We
        have
        included a separate risk factor which discloses the risks associated with
        the
        Company’s default in payments owed to various lessors as set forth on page F-40
        to the Company’s financial statements and a summary of such obligations.

                10.

                Please
                  disclose the risks associated with the reconfiguration of your
                  mining
                  technical services division and launch of an Internet information
                  portal.

                Response:

      We
        have
        revised to include a risk factor associated with the reconfiguration of the
        Company’s mining technical services division and the launch of an Internet
        information portal.

                11.

                We
                  note the discussion on page 61 regarding the registration of a
                  new line of
                  your GOLD’n GRO products with the Environmental Protection Agency. Advise
                  us of the significance of obtaining registration for the new line
                  of
                  GOLD’n GRO animal repellent/fertilizer product and whether there is
                  a risk
                  to your business plans and operations if you do not register within
                  the
                  timeframe you have planned.

      Response:

      We
        have
        included a risk factor to disclose the risks associated with the registration
        of
        the Company’s GOLD’n GRO products with the EPA.

      Risks
        Relating to Our Business, page 6

      “If
        we
        are unable to obtain additional financing….”, page 6

                12.

                We
                  note the restrictions imposed by Section 4.e of the Securities
                  Purchase
                  Agreement with regard to future offerings and capital raising
                  transactions. Please tailor this risk factor discussion to address
                  the
                  limitations imposed by the terms of the Securities Purchase
                  Agreement.

      Response:

      We
        have
        tailored the above referenced risk factor to discuss the restrictions imposed
        by
        Section 4.e of the Securities Purchase Agreement with regard to future offerings
        and capital raising transactions.

      Securities
        Purchase Agreement, page 12

                13.

                Section
                  3.aa of the Securities Purchase Agreement states that liquidated
                  damages
                  may be payable in cash or shares at the option of the Company,
                  yet your
                  disclosure in the prospectus indicates that such damages may be
                  paid in
                  shares or cash at the option of the investors. Please explain this
                  apparent inconsistency or revise your disclosure
                  accordingly.

      Response:

      We
        have
        revised the disclosure throughout the prospectus to state that liquidated
        damages may be payable in cash or shares of common stock at the option of
        the
        Company.

                14.

                Please
                  revise the description of the remedies available to the investors
                  in the
                  event of a default so that you succinctly summarize for investors,
                  without
                  excessive use of legal terms, the material consequences of an exercise
                  of
                  remedies.

      Response:

      We
        have
        revised the description of the remedies available to the investors in the
        event
        of a default to summarize, without excessive use of legal terms, the material
        consequences of an exercise of remedies.

      Market
        for Common Equity and Related Stockholder Matters,