SecProbe.io

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                    Security Intelligence Technologies, Inc.
                  145 Huguenot Street, New Rochelle, NY 10801
                                  914-654-8700

                                                          February 28, 2005
VIA EDGAR
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Mr. John Hartz
Senior Assistant Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

         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. Hartz:

In response to the Commission's letter of comments dated January 21, 2005, we
have repeated the Staff's comment and provided our answer as follows:

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.

Registrant's Answer -

a)       The agreement has a five year term and continues for an additional five
         years unless terminated by either party prior to the expiration of the
         initial five-year term.
b)       The agreement can only be cancelled by either party for a material
         breach by the other party of its obligations under the agreement. There
         are no contractual minimums or maximums; however, the agreement

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         stipulates the parties will mutually determine annual minimum sales
         volumes after each anniversary of the agreement.
c)       There were no revenues recognized for any period prior to the quarter
         ended December 31, 2004. The Registrant received $555,000 of orders
         during the fiscal year ended June 30, 2004. These orders were filled
         and revenues were recognized in the quarter ended December 31, 2004 and
         are reflected in the Registrant's statements of operations for the
         three and six months ended December 31, 2004.
d)       The agreement covers many of the Registrant's RF Jamming and monitoring
         products.
e)       The distributor invoices the Registrant for products in accordance with
         a contractual price list. There are no royalties payable.

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.

Registrant's Answer - The Registrant does not believe that the contract is a
material contract since the agreement relates to the sale of products regularly
offered by the Registrant at prices which are its dealer prices and there are no
obligations on the part of the either party other than the obligation of the
Registrant to deliver products when orders are placed, which is the same
obligation that it has with respect to all orders for products, whether placed
by customers or distributors.

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.

Registrant's Answer - The information is provided in Exhibit 1.

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.

Registrant's Answer - The Registrant will expand discussion in Form 10-QSB for
the quarter ended March 31, 2005.

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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.

Registrant's Answer - The requested disclosure was included in the Registrant's
Form 10-QSB for the six months ended December 31, 2004.

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.

Registrant's Answer - The location is vacant and the landlord has instituted a
lawsuit for collection of past due rents at the time we vacated plus three
additional months rent. The Registrant has accrued the entire balance being
sought.

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.

Registrant's Answer - All of the joint ventures require some amount of financing
to launch operations. Neither the Registrant nor the joint venture partner has
been able to obtain the necessary financing. Because of the Registrant's cash
position, the Registrant does not have the ability to fund the joint ventures.

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.

Registrant's Answer - Both Mr. Decker and Mr. Jamil have been advised of the
requirement for timely filing of a Form 4, and they have advised the Registrant
that they will file any required Form 4 in a timely manner. The August 23, 2002
transaction was a privately negotiated purchase of 500,000 shares of the
Registrant's common stock by Mr. Jamil to Mr. Decker in order to increase Mr.
Decker's equity interest in the Registrant.

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Deferred Revenue, page 33

9.       Supplementally provide to us a description of your deferred revenue and
         the revenue recognition criteria not met.

Registrant's Answer - Non-refundable advance payments received under marketing
and distribution arrangements are deferred and either applied as payments
towards customer purchases made pursuant to the terms of the respective
agreements, or recognized as income at the expiration or termination of the
agreement if specified purchase quotas have not been met by the customer. Since
the sale of the product is not generated until shipment of the products, there
is no recognition until shipment. To the extent that the customer does not make
the required purchases prior to the expiration or termination of the agreement,
the Registrant only has the right to the payments at the time of termination.
Prior to termination, the Company has an obligation to deliver products if
ordered.

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.

Registrant's Answer - There were no long-term service contracts outstanding for
the periods under review. However, we do offer long-term service contracts and
account for them in accordance with SAB Topic 13 and EITF 00-21.

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.

Registrant's Answer - Sales of our sophisticated bomb jamming and cellular
monitoring systems sometimes include installation and testing by us and in these
situations we recognize revenue after installation, testing and customer
acceptance. We will modify our disclosure in future filings. We have considered
EITF 00-21 and believe we do not have a multiple-deliverable revenue arrangement
containing more than one unit of accounting.

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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.

Registrant's Answer - We have not remitted all withholding and payroll taxes to
the Internal Revenue Service. The liability for delinquent payroll taxes to all
taxing authorities, including accrued interest and penalties of $64,269, was
$204,182 at September 30, 2004. We have disclosed delinquent payroll taxes as of
December 31, 2004 in our Form 10-QSB in Note 2 of Notes to Consolidated
Financial Statements.

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.

Registrant's Answer - The following charges to income had been made at June 30,
         2004 and September 30, 2004:

         Welcome Publishing Company, Inc. - Accrued $80,000 of claim of
         $140,430. (Subsequently settled for $60,000)
         Ergonomic Systems Philippines Inc. - Accrued entire award of $120,223.
         China Bohai Group and USA International Business Connections Corp. - No
         charge to income as we believe we will win the action.
         Elektronik Sistemleri - Accrued entire award of $223,620.

         The accruals are unchanged at December 31, 2004. We have included this
disclosure in our Form 10-QSB in Note 10 of Notes to Consolidated Financial
Statements.

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.

Registrant's Answer - Settlement was for $600,000 and was charged to income as
of June 30, 2004. The agreement pursuant to which the shares were issued by the
Registrant to settle this obligation contains a price guarantee that requires

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CSS, the Registrant's wholly-owned subsidiary, to pay in cash any difference
between the original face amount of the debt and the value of the shares
computed as their average closing price for the 30 days beginning July 7, 2005
and ending August 5, 2005. CCS has guaranteed that the value of the shares will
be at least $300,000 and is responsible for the amount that $300,000 exceeds the
value of the shares. Ben Jamil, the Company's chief executive officer and
principal stockholder has guaranteed that the value of the shares will be at
least $150,000 and has guaranteed that the shares will have a value of at least
$150,000. The Company accounts for these transactions by recording the
obligation at fair value, based on the difference between the market price of
the common stock at the end of the quarter and the amount due, with quarterly
mark-to-market adjustments until the obligation is settled. Unrealized gains or
losses resulting from changes in fair value are reflected in the statements of
operation as unrealized gain (loss) on financial guarantees, and in the balance
sheet under accrued expenses.

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.

Registrant's answer - The Sarbanes-Oxley Act (SOX), Section 404, requires
intensive documentation of our internal controls over financial data and the
reporting function. We would have to hire additional staff or consultants to
prepare for compliance with these requirements. Because of the Company's poor
cash position and lack of credit worthiness we may not be able to comply with
section SOX 404. As reported by to us by Demetrius & Company, L.L.C., our
independent auditors, in their letter dated October 4, 2004 and our audit
committee there is a weakness in financial reporting. The work of the Chief
Financial Officer (CFO) is not reviewed by anyone. The CFO prepares the
financial statement together with all the supporting schedules. The accounting
staff consists of clerical and bookkeeping types and lacks the qualifications to
either prepare the statements and support or review them. The company indents to
address the issue by hiring a qualified assistant to the CFO or a consultant.
However, unless suff