SecProbe.io

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Mail Stop 4561

      June 23, 2005

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

	Re:	IQ Biometrix Inc.
		Amendment No. 5 to the Registration Statement on Form S-
4
		Filed June 20, 2005
		File No. 333-124027

Dear Mr. Walsh:

	We have the following comments on the pro forma financial
statements and related disclosure in your amended registration
statement.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so that we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

Amendment No. 5 to Form S-4

Prior Comment 3

1. We note your response to prior comment no. 3.  Based on your
revised disclosures you indicate that "the combined resources
should
be devoted exclusively to the development and sales of Wherify`s
products."   Clarify whether this statement means that you are
simply
disposing the IQB business entirely and have no plans to sell the
unit or its underlying products.  If so, tell us what
consideration
you gave to whether this strategy represents a "discontinuance of
operations" for IQB by analogy to paragraph 32 of SFAS 144.  That
paragraph refers to instances when the acquiring entity intents to
sell an acquired operating unit.  In your case, it appears that
you
will "abandon" the acquired company instead of "selling" the unit
to
a third party.  If this event does qualify as a discontinued
operations, pro forma financial statements for IQB should be
provided
for all periods presented showing the discontinuance of
operations.

2. We do not believe that you completely responded to our prior
comment no. 3.  We had asked why the company had a market
capitalization of approximately $40 million prior to the announced
merger with Wherify and now IQB has a nominal value.  We note that
the market capitalization of IQB has fluctuated over the years,
however, the company always had value.  Explain in detail why you
believe that IQB has nominal value because the combined company`s
management will not continue to support its operations.  Did the
company generate any intangible assets over time?  Explain why the
company`s market capitalization was significant, i.e., indicate
why
the company`s value would simply drop to zero because management
will
not devote resources to it.

3. Your response to prior comment no. 3 notes "the management of
both
companies believe that IQB`s contacts and methods are appropriate
for
Wherify`s products."  Tell us why these contacts do not meet the
definition of an intangible asset.  See paragraphs 39, A18, A20,
A21,
A23 and A27 of SFAS 141.

Prior Comment 5

4. We note your response to prior comment no. 5 and agree with the
manner in which you calculated the fair value of Wherify`s shares
of
common stock using fair market value of the IQB`s shares of common
stock.   We believe that the calculated value does represent fair
value of Wherify notwithstanding the merger.  The consummation of
the
merger would not change the fair value of Wherify`s common stock
for
issuances that have already occurred (i.e., issuances on December
20,
2004 and January 19, 2005).  Clarify why you believe that "there
was
no intrinsic value associated with the conversion feature" as
stated
in your June 7, 2005 response letter.  Based on your analysis, it
appears that there was an intrinsic value on the commitment date.
In
this regard, since the exchange ratio has been agreed to, the
ratio
should translate into the fair value of Wherify`s common stock.
Clarify why the beneficial conversion is being recorded upon
consummation of the merger instead of upon the commitment date.
That
is, indicate whether the right to convert is contingent in form
upon
the completion of this merger.   The substance as referred to in
earlier responses does not alter the legal rights of the
convertible
preferred stockholder.   If holders of the preferred stock can
convert at any time, the beneficial conversion element should be
recorded at the commitment date.

*	*	*	*	*

	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.

	You may contact Melissa Rocha at (202) 551-3854 or Stephen
Krikorian, Branch Chief - Accounting, at (202) 551- 3488 if you
have
any questions regarding comments on the financial statements or
related matters.  Please contact Rebekah Toton at (202) 551-3857
or
me at (202) 551-3730 with any other questions.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via Facsimile (510) 273-8832			Via Facsimile (415)
495-
8901
	Donald C. Reinke, Esq.			Alisande M. Rozynko, Esq.
	Reed Smith LLP				The Crone Law Group LLP
	Telephone: (510) 466-6899			Telephone: (415) 495-
8900
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Michael Walsh
IQ Biometrix, Inc.
June 23, 2005
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