SecProbe.io

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Mail Stop 4-6

September 3, 2004

Mr. Michael Walsh
Chief Financial Officer
IQ Biometrix, Inc.
39111 Paseo Padre Pkwy, Suite 304
Fremont, California 94538

Re:	IQ Biometrix Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed August 18, 2004
	File No. 0-24001

Dear Mr. Walsh:

	This is to advise you that we have limited our review of the
above proxy statement to disclosure matters relating to your proposed
reverse stock split and the merger with Wherify Wireless, Inc..  Based
on this limited review, we have the following comments.

Preliminary Schedule 14A

General

1. Please expand the caption of the proposal and the proxy card
description to indicate that there will effectively be a four-fold
increase in authorized shares if the proposal is approved.  So
shareholders fully understand this effect of the proposal, please
revise the information currently provided in numbered paragraph 2 of
page 6 so that the numbers of outstanding shares, shares reserved for
specific purposes and shares unreserved and available for future
issuances are provided in tabular form, under the current capital
structure and under the capital structure following the reverse split.

2. You state that effecting the reverse split will make it more likely
that your common stock will be listed on NASDAQ`s National Market
System or on an exchange.  To place this information in an appropriate
context, disclose the "other conditions" that will need to be
satisfied before your common stock would meet the minimum listing
standards of the NMS or the exchange that you are referencing.

3. In the first paragraph on page 7, you disclose that the company
does not currently have a sufficient number of authorized shares to
acquire Wherify.  Tell us whether shareholders will have a separate
opportunity to vote on that merger and whether management would be
able to proceed with the merger in the absence of a shareholder vote.
If the shareholders will not have a separate opportunity to approve
the business combination with Wherify, the proxy statement should be
expanded to include  information responsive to Item 14 of Schedule
14A, as though shareholders were voting directly on the proposed
merger.  In responding to this comment, please observe Note 1 to
Schedule 14A.

4. In your discussion of the principal effects of the reverse split,
you state the purpose of the reverse split is not to reduce the total
number of stockholders and that the Company will continue to be
subject to the periodic reporting requirements of the  Exchange Act.
Please state the minimum number of record shareholders the Company
will have immediately prior to the reverse split.  Also, indicate the
approximate number of record shareholders who will be eliminated as a
consequence of the cash-out of fractional shares, and state the
approximate minimum number of post-split  record holders.  Expressly
indicate that the reverse split will not result in a reduction in the
number of record holders to less than 300 shareholders, or advise.

5. On page 7 you refer to Rule 14c-2.  Since your filing is provided
under Schedule 14A and the consent form you seek from holders is
defined as a "proxy" by Rule 14a-1(f), we do not understand this
reference to rules adopted under Section 14(c).  Please revise.

6. Please confirm that you are familiar with and intend to comply with
Rule 10b-17 in implementing the reverse stock split.

7. Expand the text on page 9 under the heading "Vote Required" to
provide information responsive to Item 21(b) of Schedule 14A
concerning the effects of abstentions and broker-dealer non-votes.

As appropriate, please amend your schedule 14A to respond to these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter with
any amendment that keys your responses to our comments and provides
any requested supplemental information. Detailed cover letters greatly
facilitate our review.  The cover letter should be filed as "corresp"
on EDGAR.  We may have additional comments after reviewing your
amendment and the responses to our comments.

	No further review of the proxy statement has been or will be
made. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to IQ Biometrix`  disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

	the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

	staff comments or changes to disclosure in response to staff
comments in the filings
reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

* * * * *

	If you have any questions, please call Rebekah Toton at (202)
942-2994.  If you require further assistance you may contact Mark P.
Shuman, Special Counsel, at (202) 942-1818, or me at (202) 942-1800.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

cc:	Via Facsimile (415) 495-8901
	Alisande M. Rozynko, Esq.
	The Crone Law Group LLP
	Telephone: (415) 495-8900

IQ Biometrix, Inc.
August 31, 2004
Page 3 of 3

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