SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4-6

      April 11, 2005

Mr. Michael Walsh
Chief Financial Officer
IQ Biometrix, Inc.
2000 Bridge Pkwy, Suite 201
Redwood Shores, CA 94538

Re:	IQ Biometrix Inc.
	Registration Statement on Form SB-2, as amended
	Filed March 28, 2005
	File No. 333-122710

	Form 10-QSB for the Quarterly Period Ended December 31, 2004
	File No. 00-24001

Dear Mr. Walsh:

	We have the following comments on your amended registration
statement on the
Form SB-2.

FORM SB-2/A

General

1. Previous comment 1.  We note your inclusion of both the
financial
statements of Wherify and pro forma financial statements for IQ
Biometrix and Wherify combined in this registration statement.
Please confirm that you believe there is a substantial likelihood
that the Wherify merger will be completed this year.

2. Previous comment 2.  We note you expanded your discussion in
the
Summary section to include the manner in which each individual
selling shareholder received the shares being offered for their
account in this registration statement.  Consider summarizing this
discussion to describe each private placement and the other
issuance
transactions in general terms and include a reference to the
location
in the document where a more detailed discussion of these
transactions, including the amount of securities received by each
selling stockholder through these transactions, is contained.

3. Previous comment 3.  We note your Selling Stockholder table
lists
3,293,577 shares being offered on for the account of the named
selling stockholders.  We also note you are registering 3,600,000
shares in this registration statement.  Please confirm that the
difference between these amounts relates to penalty shares if this
registration statement is not effective by April 1, 2005.  Advise
or
revise your registration statement accordingly.

Recent Events, page 29

4. Please expand this discussion to describe the planned use of
proceeds from the January 11, 2005 private placement and the
financial impact these funds had and will continue to have on
liquidity and capital resources.  Does management believe these
funds
are sufficient to fund operations for the next 12 months?
Consider
updating your discussion entitled "IQB currently lacks liquidity"
under risk factors to address this financing.

Controls and Procedures, page 30

5. Previous comment 14.  We note your disclosure that "[t]here
were
no changes in our internal controls or in other factors that could
affect these controls subsequent to the date of the evaluation of
those controls by the chief executive officer and principal
financial
officer."  Please amend to disclose any change in your internal
controls over financial reporting that occurred during your last
fiscal quarter that has materially affected, or is reasonably
likely
to materially affect, your internal controls over financial
reporting.  See Item 308(c) of Regulation S-B.  Please note this
comment when preparing your amended controls and procedures
disclosure in your Form 10-QSB for the quarterly period ended
December 31, 2004.

Selling Stockholders, page 58

6. Previous comment 8.  We note your response that you updated the
disclosure in the Selling Stockholders section to describe the
material terms of the issuance transactions.  We note that
footnote
(1) to the Selling Stockholder table sets forth the material terms
of
the January 11, 2005 private placement.  However, we also note you
refer to private placements that took place in July 2004, June 1,
2003, June 30, 2003, and September 18, 2003 in both the Summary
section and in the footnotes to the Selling Stockholder table.
Please expand your disclosure to describe the material terms of
these
private placements.

7. Previous comment 13.  We note for footnote (2) to the Selling
Stockholder table that "Enable Growth Partners, L.P. purchased
shares
of IQB for the sole benefit of the fund`s limited partners, and
with
no pre-existing, current or future intent to distribute shares of
IQB
through Enable Capital L.L.C."  As previously requested, please
amend
to state, if true, that Enable Growth Partners L.P. acquired its
securities in the ordinary course of business and, at the time of
acquisition, had no agreements, understandings or arrangements
with
any other persons, directly or indirectly, to dispose of the
securities.

Item 27. Exhibits

8. Previous comment 19.  We note the Consulting Agreement with
Alpine
Capital Partners filed as Exhibit 10.57 to the registration
statement.  Please outline all services performed by Alpine
Capital
Partners for IQ Biometrix.  Advise how you came to engage Alpine
Capital Partners as a finder for the January 2005 private
placement.

FORM 10-KSB FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004

Item 3. Controls and Procedures

9. Previous comments 20-22.  We note your statement that you filed
both a pre-effective amendment to your Form SB-2 and an amendment
to
your quarterly report on the Form 10-QSB along with your response
letter.  However, we were unable to locate any amendment to your
periodic report on our system.  Please advise us of the status of
this amended filing.

*	*	*	*	*

	As appropriate, please amend your filing in response to these
comments.  Please ensure that your amendment is marked in
accordance
with Item 310 of Regulation S-T.  You may wish to provide us with
marked copies of the amendment to expedite our review.   Please
furnish a cover letter with your amendment that keys your
responses
to our comments.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

      Please allow adequate time after filing of any amendment for
further review before submitting a request for acceleration.
Please
provide this request at least two business days in advance of the
requested effective date.

	Direct any questions to Rebekah Toton at (202) 942-2994.  If
you
need further assistance, you may contact 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.
April 11, 2005
Page 1 of 4

</TEXT>
</DOCUMENT>