SecProbe.io

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                                                                    June 7, 2005

Via EDGAR and Courier
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention:  Barbara Jacobs, Assistant Director
            Rebekah Toton, Examiner
            Stephen Krikorian, Branch Chief - Accounting
            Melissa Rocha, Accounting Examiner

Re:   IQ Biometrix Inc.
      Amendment No. 2 to Registration Statement on Form S-4
      Filed May 23, 2005
      File No. 333-124027

Ladies and Gentlemen:

      This letter responds to comments of the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") contained in the letter
from the Staff to IQ Biometrix, Inc. (the "Company") dated June 1, 2005,
regarding the above-referenced Registration Statement on Form S-4 (as amended)
(the "Registration Statement").

      In conjunction with this letter, the Company is filing via EDGAR, for
review by the Staff, Pre-effective Amendment No. 4 to the Registration Statement
("Amendment No. 4"). In addition, we are forwarding to you via courier two
courtesy copies of Amendment No. 4, marked to show changes from Amendment No. 2
to the Registration Statement, as filed with the Commission on May 23, 2005.

      For your convenience, we have included each of the Staff's comments in
italics before each of the Company's responses. References in this letter to
"we," "our" or "us" mean the Company or its advisors, as the context may
require.

Amendment No. 2 to Form S-4

Summary

Recent Events

Staff Comment 1

      Please refer to prior comment 5. We note your statement that "[t]he
rescission offer was made in reliance upon the exemption the exemption set forth
in Sections 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated thereunder and was exempt from registration or qualification
requirements under state law pursuant to the Federal National Securities Markets
Improvement Act of 1996." Please note that the National Securities Markets
Improvement Act of 1996 exempts offerings made pursuant to Commission rules or
regulations issued under section 4(2) of the Securities Act of 1933 from
registration requirements under state law, but not transactions made in reliance
on section 4(2). Therefore, clarify, if true, that the rescission offer was made
in reliance upon Rule 506 of Regulation D and thus is exempt for registration or
qualification requirements under state law pursuant to the National Securities
Markets Improvement Act of 1996.

<PAGE>

Response:

      Wherify conducted its rescission offer in reliance on Rule 506 of
Regulation D and the exemption from registration or qualification under state
law pursuant to the National Securities Markets Improvement Act of 1996. We have
amended the disclosure in the Registration Statement as requested.

Selling Stockholders, page 15

Staff Comment 2

      Consider revising the offering table on page 15 to present the number of
total shares being offered in this offering, the number of shares being offered
by the selling stockholder, the amount of common stock outstanding prior to this
offering, and the amount of common stock that will be outstanding after this
offering.

Response:

      We have revised the offering table on page 15 to present the number of
total shares being offered in this offering, the number of shares being offered
by the selling stockholder, the amount of common stock outstanding prior to this
offering, and the amount of common stock that will be outstanding after this
offering.

Material Tax Consequences, page 54

Staff Comment 3

      Your summary of the material tax consequences of this merger "assume [es]
the merger qualifies as a reorganization." However, this summary should not
assume the tax consequence in issue. Revise to identify counsel and state that
it is the opinion of counsel that this merger qualifies as reorganization.
Similar revisions should be made to your summary discussion of material tax
consequences.

<PAGE>

Response:

      We have revised the section regarding material tax consequence of the
Merger and the Summary section in the Registration Statement to identify tax
counsel and state that it is the opinion of counsel that this merger qualifies
as reorganization. .

Selling Stockholders, page 103

Staff Comment 4

      Revise this section to name only the selling stockholders for whom you are
able to provide natural person and broker-dealer or broker-dealer affiliate
disclosure. Please revise your selling stockholders table to include disclosure
of the number of shares to be offered by unnamed selling stockholders. Revise to
state that unnamed selling stockholders may not sell under this registration
statement until a post-effective amendment has been filed to name such selling
stockholders in the prospectus. As previously requested, please confirm that all
75 selling stockholders have been advised of their inability to sell under this
registration statement unless they are named in the prospectus.

Response:

      We have amended the disclosure in the Registration Statement as requested.

Proforma Consolidated Financial Information, page F-44

Staff Comment 5

      Please refer to previous comment 4. Your response did not address how your
valuation of the shares issued in the acquisition complies with EITF 99-12. It
appears that you are valuing the shares at each reporting date which is not
consistent with the guidance set forth in EITF 99-12. In this regard, explain
why you believe that you do not have an announcement date as indicated in EITF
99-12. In this regard, explain why you believe that you do not have an
announcement date as indicated in EITF 99-12. To the extent that you may have
modified the initial agreement or formula in the initial agreement, your
response must discuss these changes, including why you believe they are
substantive and why a new measurement date is necessary.

Response:

      EITF 99-12 requires the shares be valued, pursuant to paragraph 74 of
Opinion 16, based on the market price of the securities over a reasonable period
of time before and after the terms of the acquisition are agreed to and
announced. EITF 99-12 also goes on to state that if the application of a formula
results in a change to the number of shares or the amount of other consideration
to be issued in the purchase business combination, the first date on which the
number of acquirer shares and the amount of other consideration become fixed
without subsequent revision is the measurement date. On May 16, 2005, the amount
of consideration to be issued to IQB became static. On that date, the share
price was $3.65. The pro forma financial statements and disclosures have been
updated accordingly to reflect the value on May 16, 2005.

<PAGE>

Staff Comment 6

      As previously requested, revise to disclose your purchase price
allocation. That is, present the number of shares issued along with the fair
value of those shares. Further, show how the purchase price is allocated to the
assets acquired and liabilities assumed. In addition, explain in detail why no
intangible assets and In-Process-Research and Development charges were included
in the purchase price allocation. Tell us how do you substantiate this purchase
price when the only asset acquired is goodwill, which is being written off upon
acquisition?

Response:

      Immediately after the Merger, the shareholders of the combined company who
were shareholders of IQB immediately prior to the Merger, will hold 12,333,892
shares of the combined company on a fully-diluted basis. The purchase price is
derived from these 12,333,892 shares issued multiplied by $3.65, which was the
fair value of IQB shares on May 16, 2005 (based on the answer to comment 5).
This purchase price is allocated as follows:

Cash                                                                     $ 1,904
Receivables                                                                   39
Inventory                                                                     12
Prepaids                                                                      65
Fixed Assets, net                                                              2
Intellectual Property, net                                                    55
                                                                         -------
                                                                           2,077

Less:
Convertible Notes                                                          3,155
Payables                                                                     450
Note Payable                                                                 100
                                                                         -------
                                                                           3,705

Plus:
Goodwill                                                                  46,647
                                                                         -------
Total Purchase Price                                                     $45,019
                                                                         =======

      IQB has no In-Process Research and Development, and IQB's only intangibles
are unamortized software development costs of $55,000. Therefore, the entire
remaining purchase price is attributable to goodwill. See response to Comment 7
below. Wherify has determined that the purchase price is appropriate based on
the potential growth opportunities arising from a combined management team with
more depth and breadth of experience and with established contacts in the
government sector, and greater access to capital on more favorable terms as a
result of being a publicly traded company.

<PAGE>

Staff Comment 7

      Please refer to previous comment 5. Your response indicates that you
believe goodwill may not be recoverable because you are uncertain whether the
combined company will continue the Company's existing business. Your prospectus
discusses the complimentary products of IQB and Wherify, synergies from the
merger, customer and manufacturing relationships, technical expertise and
experience, and the potential to become the leading supplier of biometric
identification and tracking location products. Based on this disclosure it is
unclear why you would believe that goodwill from this acquisition is impaired on
the date of acquisition. Provide us with evidence to substantiate your
assessment including materials sent to the board of directors, trends in revenue
from significant customers, monthly operating statements, comparisons of actual
with forecasted cash flows, and timing of losses of key employees or customers,
if applicable.

Response:

      IQB's ability to commercialize its FACES technology has met with only
nominally successful financial results. The latest version of IQB's FACES
software was released in July 2003 and despite IQB's efforts has generated
limited revenue to date. Consequently, the parties believe that IQB's current
business is of nominal value to the combined company. At this time, it has not
been determined how, when or if the combined company will dedicate any resources
to continue to develop and promote IQB's products. Moreover, the parties believe
that even if combined company resources are committed to IQB products, the
contribution to the combined company would be nominal in comparison to that of
the Wherify products. Therefore, the parties believe that the goodwill
associated with the transaction is fully impaired and should be written off
immediately. We have revised the "Summary", "Reasons for the Merger" and
"Description of IQB," sections of the Registration Statement to clarify the
relative importance of IQB's current business, sales strategies and government
contacts to the combined company.

Staff Comment 8

      Please refer to prior comments 6 and 8. Your revised proforma income
statement does not appear to include the impact of the beneficial conversion
feature of the preferred stock as disclosed in your prior filings. We noted that
you had previously indicated that a $7.4 million conversion feature is presented
as a debit and credit balance paid in capital for a $0 net effect. Tell us why
you have not presented your beneficial conversion feature as a "deemed" dividend
in the proforma statement of operations. See paragraph 8 of EITF 98-5 and SAB
Topic 6(B)(1).

<PAGE>

Response:

      We agree the "deemed dividend" should be presented in the pro forma
statement of operations. The pro forma statements of operations for June 2004
and March 2005 have been modified to reflect this change.

Staff Comment 9

      We note your response to prior comment 8 regarding how you calculated the
beneficial conversion feature related to Wherify's Series C Preferred Stock.
Tell us how you considered calculating the intrinsic value of the beneficial
conversion feature at the commitment date, as defined in issue 4 of EITF 00-27,
using the stock price as of that date and record that value of the date of the
IPO or when the contingency is resolved. As previously requested, tell us how
your accounting for the beneficial conversion feature for the Series C Preferred
Stock complies with EITF 98-5 and issue 2 of EITF 00-27.

Response:

Actual

      Each share of Wherify's Series C Preferred stock is convertible into one
share of Wherify's common stock. At the time of issuance, the price paid for the
Preferred stock was in excess of the fair value of the common stock equivalent
that each share could have been converted into. Therefore, on Wherify's books,
there was no intrinsic value associated with the conversion feature.

Pro Forma

      The pro forma financial statements assume that each share of Wherify
preferred stock (including Series C preferred stock) will be converted into one
share of Wherify common stock. In the merger, each share of Wherify common stock
will be converted into 4.80 shares of IQB common stock and the value of the IQB
shares to be received by the investors of Wherify's Series C Preferred stock at
the pro forma balance sheet date is greater than the amount paid for the
preferred stock. This creates intrinsic value associated with the issuance of
the preferred stock on a pro forma basis.

Actual

      For Wherify's books, the commitment date for each sale occurred on the
date the convertible instruments were issued. The exchange of the convertible
instrument for the cash typically occurred at the signing of each agreement.

Pro Forma

      For pro forma purposes, the commitment date was considered to be the
valuation date of each pro forma. The intrinsic value of the conversion feature
has been measured using IQB's common stock value on the valuation date, May 16,
2005 compared to actual proceeds received by Wherify.

<PAGE>

Actual

      On Wherify's books, there is no contingency for conversion. The shares are
convertible immediately by the holder.

Pro Forma

      The only contingency related to the conversion of Wherify's Series C
Preferred stock into IQB's common stock is whether the merger will actually
close. The pro forma assumes the merger has occurred at the pro forma balance
sheet date. Therefore, there is no contingency related to the conversion option
for pro forma purposes.

Staff Comment 10

      Please refer to prior comment 9. We note that in footnote four you
disclose that IQB's stockholder's deficit will be rolled into the combined
company's initial common stock and paid in capital and you also disclose that
Wherify's preferred preferred stock will be converted into common stock. These
two adjustments should not be netted instead they should be shown on a gross
basis (i.e., individually in separate footnotes). In addition, the adjustments
to common stock and accumulated deficit should be at gross amounts