SecProbe.io

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Mail Stop 0510

January 21, 2005

via U.S. mail and facsimile

Mr. Chris Decker
Chief Financial Officer
Security Intelligence Technologies, Inc.
145 Huguenot Street
New Rochelle, New York 10801

	RE:	Security Intelligence Technologies, Inc.
		Form 10- KSB for the fiscal year ended June 30, 2004
		Form 10-QSB for the quarter ended September 30, 2004

		File No. 0-31779

Dear Mr. Decker:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and
related
disclosures and will make no further review of your documents.
Where
indicated, we think you should amend your filing and revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a 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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the Year Ended June 30, 2004

Distribution Agreement, page 3
1. We note you entered into an exclusive distribution agreement in
2004.  Tell us and include in future filings a discussion of the
key
terms of the agreement. We expect that a discussion of the nature
and
terms of the agreement would include, among other things:

a. The duration of the agreement, including a discussion of
renewal
terms, if any.
b. Whether the agreement is cancelable or non-cancelable, and by
whom, and whether there are contractual minimums or maximums.
c. The amount of revenues recognized for all periods presented.
d. The products covered by the agreement.
e. The royalty rates or other compensation terms of the agreement.
2. In addition, the distribution agreement should be filed as a
material contract, or you should advise the staff of the reasons,
you
believe the agreement need not be filed. Please refer to Item 601
of
Regulation S-B.

Marketing and Distribution, page 9
3. We note you have significant customer deposits as of June 30,
2004
and September 30, 2004.  Please provide the staff with a detailed
listing of the deposits for the dates noted above.  The listing
should provide the customer name, date of deposit, amount of
deposit,
and nature of the underlying transaction.  If there are any
deposits
that have been held for 180 days or more, please explain further.
4. In addition, since you don`t have receivables it appears that
customer deposits are an integral part of your business and
therefore
we would expect an expanded discussion in future filings under
Marketing and Distribution to provide information about the
typical
payment terms of your sales agreements with customers.

Warranties, page 9
5. In future filings disclose your accounting policy, methodology
used in determining your liability for product warranties, and
provide a tabular reconciliation of the changes in your aggregate
product warranty liability for the reporting period.  See
paragraph
14 of FIN 45 for guidance.

General Overview, page 15
6. We note that in fiscal year 2004 you closed three retail
operations, of which two were converted to sales offices.  Please
tell us the status of the third operation.  If the location is
vacant, as part of your response please discuss how you are
accounting for future lease payments and the authoritative
literature
supporting your accounting.

Joint Venture Agreements, page 17
7. Please tell us why the joint ventures have not generated any
revenue as of June 30, 2004 and when you expect for this to
change.

Compliance with Section 16(A) of the Exchange Act, page 21
8. We note six late filings from Chris Decker, CFO and member of
your
audit committee, and four from Jamil Ben, CEO.  Please have them
tell
us what measures these individuals have taken to prevent future
late
filings.  In addition, please explain the reason for the August
23,
2002 transaction in which Mr. Decker acquired 500,000 shares from
Mr.
Jamil.

Deferred Revenue, page 33
9. Supplementally provide to us a description of your deferred
revenue and the revenue recognition criteria not met.

Revenue recognition, page 38
10. Supplementally tell us and revise your disclosures in future
filings to discuss how and when you recognize revenue for support
services that you provide for the first three to twelve months
following installation of a system along with how you recognize
revenue for long-term services provided on a service-contract
basis.
11. We note that you recognize revenue when goods are shipped.
Please advise us whether substantive installation, testing, or
other
obligations exist that would prevent immediate revenue recognition
upon shipment.  Refer to SAB Topic 13 for guidance.  In your
response
please discuss what consideration, if any, that you gave to EITF
00-
21 and whether it was applicable to you.

Note 4 - Accounts Payable and Accrued Expenses, page 43
12. We note you have a payroll liability of $398,988 as of June
30,
2004. Tell us whether you have remitted all withholding and
payroll
taxes to the Internal Revenue Service.  If not please tell us the
liability at September 30, 2004.  Further, if you are in fact
delinquent, please provide this disclosure in future filings.

Note 16 - Legal Proceedings, page 50
13. In the matters concerning Welcome Publishing Company, Inc.,
Ergonomic Systems Philippines Inc., China Bohai Group and USA
International Business Connections Corp., Elektronik Sistemleri,
and
the litigation brought by a former customer we note you believe
you
have a valid defense in each claim, however, if it is probable
that
you will incur a loss and the amount of the loss can be reasonably
estimated the loss should be accrued by a charge to income.  For
each
matter referenced above, tell us and revise future filings to
include
whether it is reasonably possible that losses will be incurred and
the possible range of loss or state that such amounts cannot be
estimated. Refer to paragraph 8 - 10 of SFAS 5.  Your response
should
clarify if an accrual has been recorded for the pending claim.
14. We note that you reached a settlement that is payable with
550,459 shares of common stock.  Tell us how you accounted for
this
and as part of your response please reference authoritative
literature supporting your accounting.

Accounting Controls
15. On page 6, under the caption, "We may not be able to comply in
a
timely manner with recently enacted corporate governance
provisions",
the company states, in part, that it may be unable to implement
certain controls, including systems relating to accounting
controls.
Please explain more precisely to the staff the facts and
circumstances behind the statement made.  In addition, please
provide
us with the information provided to the registrant`s auditor and
audit committee regarding significant deficiencies and material
weakness in the design or operation of internal controls over
financial reporting as contemplated by paragraph 5 of the
certificates filed as exhibits 31.1 and 31.2. Also provide the
staff
with any deficiencies communicated to the company by Demetrius &
Company, LLC in connection with their audit of the company`s
financial statements for the year ended June 30, 2004. With
respect
to each deficiency noted, explain how the company intends to
address
the matter.

General
16. Give us a schedule of the components of Other Current Assets
as
of June 30, 2004 and September 30, 2004.

Form 10-QSB for the Quarter Ended September 30, 2004

General
17. Please address the comments above in your interim filings as
applicable.

Basis of Financial Statement Presentation, page 7
18. We note that your auditors` report for the year ended June 30,
2004 contains a going concern modification.  In future quarterly
and
annual filings, provide a more complete update of management`s
viable
plan to overcome the uncertainty of your ability to continue as a
going concern, including a reasonably detailed discussion of your
ability or inability to generate sufficient cash to support your
operations during the twelve month period following the date of
the
financial statements being reported upon.  Refer to FRC 607.02 and
Section IV of Release 33-8350.  Your disclosures should provide
enough detail that your readers gain insight into management`s
analysis and concerns related to your ability to continue to
operate,
including the probability of success for the various actions you
are
proposing.  Discuss trends that you are seeing in the current
year`s
results, such as decreased revenues and improved gross margin,
whether or not you expect these trends to continue throughout the
year, and how these trends will affect your viable plan to
continue
as a going concern.

Controls and Procedures, page 16
19. Amend your filing to provide the disclosures required by Item
307
of Regulation S-B.  Your revised disclosure should include an
evaluation date as of the end of the period rather than within 90
days of the filing of the report.

Certifications
20. Please amend your filing to include revised certifications to
include an evaluation date as of the end of the period rather than
within 90 days of the filing.  Refer to exhibit 31 as specified by
Item 601 of Regulation S-B for guidance.

*    *    *    *

As appropriate, please amend your September 30, 2004 Form 10-QSB
and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a letter that keys your responses to our comments and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your amendment and responses to our
comments.

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
a company`s 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 their filings;
* staff comments or changes to disclosure in response to staff
comments 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.

You may contact Tracey McKoy, Staff Accountant, at (202) 824-5486,
Nathan Cheney at (202) 942-1804, or me at (202) 942-1798 if you
have
questions regarding comments on the financial statements and
related
matters.

							Sincerely,

							John Hartz
							Senior Assistant Chief
Accountant

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Mr. Chris Decker
Security Intelligence Technologies, Inc.
January 21, 2005
Page 1 of 7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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