SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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                                                              June 27, 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. 5 to Registration Statement on Form S-4
        Filed June 20, 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 letters
from the Staff to IQ Biometrix, Inc. (the "Company") dated June 23, 2005
regarding the above-referenced Registration Statement on Form S-4 (as amended)
(the "Registration Statement").

      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.

      Pursuant to our conference call on Friday June 24, 2005, this comment
letter addresses the two remaining outstanding comments which were set forth as
Items 1 and 4 of the SEC's letter dated June 23, 2005.

SEC Letter Dated June 23, 2005

Amendment No. 5 to Form S-4

Prior Comment 3

Staff Comment 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.

<PAGE>

Response:

We didn't mean "exclusively" except in the sense that the resources devoted to
IQB's product in the future will not be significant or substantial. There has
been no decision to abandon the IQB FACES product, therefore, `discontinued
operation' is not applicable. The basis for not making the decision at the
present time and the supporting evidence are as follows:

1.    The FACES product line potential is dwarfed by the huge potential inherent
      in the Wherify product line.

2.    The contacts and relationships built over the years at the national,
      international and state levels in the Government, management believes, are
      better suited to apply to the Wherify product line vs. the FACES product
      line.

3.    The FACES product line has not been evaluated for its future potential
      given managements decision that it could best maximize shareholder value
      by having, as its focus, the completion of the merger with Wherify.

During the time that the definitive agreement and the plan for the merger was
under consideration, it became readily apparent to both IQB's and Wherify's
management teams that, given the significant momentum and upside potential that
Wherify had achieved in developing and marketing its new product line, the value
of FACES operations was clearly minimal in comparison.

Continuing from that time a year ago, to the present, the senior management at
IQB realized the potential value of the merger with Wherify. Therefore, IQB
devoted a material amount of time and resources to consummate the merger. It has
been clear throughout this process that the merger would best serve the primary
objective of maximizing shareholder value to the IQB shareholders.

As a result, FACES, while still operating, did not justify the resource
allocation required to fully mature its potential. Specifically, there was a
small amount of research and development resources allocated to the product. The
basis for this decision was that the sales in the prior years of the product
were minimal.

As management has stated previously, there is a great deal of respect for FACES
within the law enforcement and public safety communities. One probable, and
significant, rationale for the lack of sales is that the decision to purchase
FACES is, basically, a decision made at the local level. The vast weight of
political, governmental and strategic contacts developed by the IQB senior
management was at the regional, national and international level.

Therefore, faced with a product that was only minimally received and limited
sales, IQB's senior management saw the opportunity to leverage its existing
contacts and network through the merger with Wherify to drive shareholder value.
Wherifys product line, as viewed by both IQB and Wherify senior management, has
the potential of being a much better strategic fit than FACES has proven to be.

We anticipate that after the merger, FACES will be evaluated to determine if 1).
FACES is viable as a division within Wherify, 2) FACES is sold for some nominal
amount, or 3) FACES is shut down and discontinued.

Several factors have restrained the commercialization of FACES and will need to
be considered as part of this post-merger decision.

All versions of FACES issued to date have been developed in an old proprietary
programming language. This has severely limited the company's ability to plan
for and introduce software upgrades.

IQB's executive team has been focused on completing the merger. Prior to the
merger, initial efforts to recreate some of the software's complex functions
were unsuccessful and costly. Therefore, they have not applied the same amount
of resources (personnel or financial) to oversee the reprogramming of FACES in a
standard language. Presently, it is still unknown how long it will take to
re-architect the software and the associated costs.

<PAGE>

The lack of confirmation of our ability to move ahead on next generation
products has effectively stalled IQB in discussions with potential FACES
licensing and distribution partners. It has also barred IQ Biometrix from
creating an SDK (Software Developer Kit) that would allow the technology to be
maximally integrated into broader law enforcement solutions and higher level
sales into the federal and state agencies.

Prior Comment 3

Staff Comment 4:

We note your response to the prior comment no. 5 and agree with the manner in
which you calculate the fair value of Wherify's shares of common stock using the
fair market value of the IQB's shares of common stock. We believe 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 the 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 the
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.

Response:

We have updated the financial statements to reflect that beneficial conversion
feature is recorded as of the commitment date. The updated financial statements
are included in Exhibit A which contains the changed financials for June 30,
2004, Exhibit B which contains the changed financials for March 31, 2005 and
Exhibit C which contains the updated pro forma statements. We have only included
statements or footnotes which would change from the previous filing.

         We trust that you will find the foregoing responsive to the comments of
the Staff Comments or questions regarding this letter or the Registration
Statement may be directed to the undersigned or Alisande M. Rozynko at
415-495-8900.

Sincerely,

/s/ Michael Walsh
----------------------------------------
Michael Walsh,
Chief Financial Officer

Enclosures
cc:      Alisande M. Rozynko
         The Crone Law Group LLP
<PAGE>

                                    EXHIBIT A

                             WHERIFY WIRELESS, INC.
                             STATEMENT OF OPERATIONS

                                                        Year Ended June 30,
                                                       2004            2003
                                                   ------------    ------------
REVENUE                                            $     80,341    $  1,165,178
COST OF SALES                                           440,382       2,175,458
                                                   ------------    ------------
GROSS LOSS                                             (360,041)     (1,010,280)
                                                   ------------    ------------
OPERATING EXPENSES:
  General and administrative                          6,439,950       7,949,092
  Rent expense payable to related party               1,436,341       1,174,535
  Depreciation and amortization                         248,687         315,424
                                                   ------------    ------------
  TOTAL OPERATING EXPENSES                            8,124,978       9,439,051
                                                   ------------    ------------
LOSS FROM OPERATIONS                                 (8,485,019)    (10,449,331)
  Interest expense                                     (132,043)        (15,251)
  Interest and other income                              19,117           7,041
                                                   ------------    ------------
NET LOSS                                           $ (8,597,944)   $(10,457,541)
Deemed dividend on preferred stock                   13,004,245              --
                                                   ------------    ------------
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS          $(21,602,189)   $(10,457,541)
                                                   ============    ============

Basic and diluted net loss available to
 common shareholders per share                     $      (7.32)   $      (3.95)
Weighted average number of shares outstanding         2,949,318       2,647,000

               See accompanying summary of accounting policies and
                         notes to financial statements.

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                             WHERIFY WIRELESS, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                       Years Ended June 30, 2003 and 2004

                                         Convertible
                                       Preferred Stock                  Common Stock                              Total
                                  -------------------------       -----------------------     Accumulated     Stockholders'
                                   Shares         Amount           Shares         Amount        Deficit          Deficit
                                  ---------------------------------------------------------------------------------------
<S>                              <C>          <C>                <C>         <C>            <C>             <C>
BALANCE--JUNE 30, 2002            2,225,890    $ 21,642,729       2,629,726   $    139,173   $(23,823,702)   $ (2,041,800)
Issuance of Series C
Convertible Preferred Stock
for cash                            642,413       6,151,493              --             --             --       6,151,493
Exercise of common stock
options at average exercise
price of $1.50 per share                 --              --          15,000         22,500             --          22,500
Issuance of common stock
with fair value of $1.50 for
services                                 --              --         300,000        450,000             --         450,000
Net loss                                 --              --              --             --    (10,457,541)    (10,457,541)
                                  ---------------------------------------------------------------------------------------
BALANCE--JUNE 30, 2003            2,868,303      27,794,222       2,944,726        611,673    (34,281,243)     (5,875,348)
                                  ---------------------------------------------------------------------------------------
Issuance of Series C              1,191,108       6,372,000                                                     6,372,000
Convertible Preferred Stock
for cash
Conversion of note payable
and interest for Series C
Convertible Preferred Stock
at $7.50 per share                  139,466       1,045,995                                                     1,045,995
Conversion of invoice
payable and interest for
Series C Convertible
Preferred Stock at $15.00
per share                            13,369         200,535                                                       200,535
Beneficial conversion
feature embedded in
preferred stock                                                                                13,004,245      13,004,245
Deemed dividend on preferred
stock                                                                                         (13,004,245)    (13,004,245)
Issuance of Common Stock for
services at $1.50                                                    11,000         16,500                         16,500
Net loss                                                                                       (8,597,944)     (8,597,944)
                                  ---------------------------------------------------------------------------------------

BALANCE--JUNE 30, 2004            4,212,246    $ 35,412,752       2,955,726   $    628,173   $(42,879,187)   $ (6,838,262)
                                 ========================================================================================
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-2
<PAGE>

NOTE 8--CONVERTIBLE PREFERRED STOCK

         As of June 30, 2004, Preferred Stock consists of the following:

                           Issued and
             Authorized   Outstanding
               Shares       Shares        Value
             ----------   -----------  -----------
Series A     1,140,423     1,140,423   $ 8,553,413
Series B       555,383       555,382     5,137,284
Series C     2,900,000     2,516,440    21,722,055

         The holders of Convertible Preferred Stock have certain rights as
follows:

Voting

      Each holder of the Series A, B and C Stock is entitled to a number of
votes equal to the number of shares of common stock into which the shares could
be converted. As of June 30, 2004, holders of Series A, B and C are entitled to
one vote for each share of Preferred A, B or C they hold.

      Notwithstanding the provisions of the par