SecProbe.io

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

              DIVISION OF
         CORPORATION FINANCE

  January 25, 2012
 Via E-mail

Mr. Soren Holmstrom Degn Chief Financial Officer LiqTech International, Inc. Industriparken 22C
2750 Ballerup, Denmark

Re: LiqTech International, Inc.
Registration Statement on Form S-1 Filed December 30, 2011 File No. 333-178837

Dear Mr. Degn:
We have limited our review of your registrati on statement to those issues that we have
addressed in our comments.  In some of our comments, we may ask you to provide us
information so that we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your regi stration statement and the information that
you provide in response to these comment s, we may have additional comments.
 General

 1. Before the registration statement’s effectiveness,  arrange for a representa tive of the Financial
Industry Regulatory Authority or FINRA to call us to confirm that FINRA has completed its
review and has no additional concerns a bout the placement agent arrangements.
Alternatively, provide us a copy of the conf irmation letter that you receive from FINRA.

Mr. Soren Holmstrom Degn
LiqTech International, Inc. January 25, 2012 Page 2
 Registration Statement’s Facing Page

 2. Although it appears that the secu rities being registered are to  be offered on a delayed or
continuous basis under Rule 415, the applicab le box was not checked.  Please revise.
 Prospectus’ Cover Page

 3. Please include the number of shares being offe red because the principal amount of securities
to be offered is not price-related informati on or a term of the security dependent upon the
offering date, and therefore such amount cannot be omitted from the registration statement in
reliance on Rule 430A(a).  Please see Questi on 227.02 in the Securities Act section of the
Division of Corporation Finance’s Complian ce and Disclosure Interpretations on the
Commission’s website.
 Risk Factors, page 10

 4. We note the statement “Risks and uncertainties in addition to those we describe below…may
also harm our business and operations.”  Since LiqTech International, Inc. or LiqTech is
required to disclose all risks that it believes ar e material at this time, please delete the
statement.

Factors and Trends Affecting Our Performance, page 24

 5. Disclosure indicates that the demand for DPFs and SiC Filters in North America has been
increasing due to new governmental mandates and that LiqTech expects this trend to
continue in the near term.  Clarify what pe riod of time the phrase “near term” encompasses,
and indicate whether LiqTech expects the same  level of demand to continue during that
period of time.  We note the disclosure that LiqTech’s net sales for the three months ended
September 30, 2011 compared to the same period in 2010 increased 62.3% and that LiqTech’s net income for the three months ended September 30, 2011 compared to the same
period in 2010 increased 497.0%.
 Summary Compensation Table, page 46

 6. Provide compensation data for the fiscal year ended December 31, 2011.  For guidance you
may wish to refer to Question 117.05 in the Regulation S-K section of our Compliance and
Disclosure Interpretations available on the Commission’s website.

Mr. Soren Holmstrom Degn
LiqTech International, Inc. January 25, 2012 Page 3
 Appendix A and Appendix B

 7. Confirm that the materials were not used befo re the registration stat ement’s filing to solicit
interest in the offering.
Undertakings, page II-2

 8. Provide the undertaking required by Item 512(h) of Regulation S-K.
 9. Since the undertakings under (4 )(i) and (6) are inapplicable to this offering, please delete.
 Signatures

 10. LiqTech’s principal accounting offi cer or controller also must si gn the registration statement.
Further, any person who occupies more than one of the specified positions, for example, principal financial officer and principal accountin g officer or controller,  must indicate each
capacity in which he signs the registration statement.  See
 Instructions 1 and 2 for signatures
on Form S-1, and revise.
 Exhibit 5.1

11. We note that you intend to file by amendment th e legality opinion.  Allow us sufficient time
to review the legality opinion before requesti ng acceleration of the registration statement’s
effectiveness.  Note that an executed legality  opinion is required as an exhibit before the
registration statement’s effectiveness.
 Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information that the Securities Act and all
applicable Securities Act rules require.  Since the company and its management are in possession
of all facts relating to a company’s disclosu re, they are responsible for the accuracy and
adequacy of the disclosures that they have made.
Notwithstanding our comments, if you request a cceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:

Mr. Soren Holmstrom Degn
LiqTech International, Inc. January 25, 2012 Page 4
  Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing.

 The action of the Commission or the staff, acting pursuan t to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequ acy and accuracy of the disclosure in the filing.
 The company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of th eir responsibilities under the
Securities Act and the Securities Ex change Act as they relate to the proposed public offering of
the registered securities.
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,  /s/ Craig E. Slivka, for  Pamela A. Long
Assistant Director
 cc: Via E-mail

 Kenneth Koch, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017