SecProbe.io

August 19, 2013

Via E-mail
Mr. Soren Degn, Chief Financial Officer
LiqTech International, Inc.
Industriparken 22C,
DK2750 Ballerup, Denmark

Re: LiqTech International, Inc.
 Form 10-K For the year ended December 31, 2012
Filed March 27, 2013
Form 10 -Q for the quarter ended June 30, 2013
Filed August 14, 2013
File No. 0 -53769

Dear Mr. Degn :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 3 1, 2012

General

1. We note that on March 27, 2013 the company publicly announced the appointment of Mr.
Helmer as the company’s new CEO.  However, we note that no Form 8 -K was filed in
compliance  with Item 5.02(c) of Form 8 -K.  Please advise, and in the fut ure ensure the
timely filing of applicable Exchange Act reports.

Mr. Soren Degn
LiqTech International, Inc.
August 19, 2013
Page 2

 Risk Factors, page 12

Historically, we have been dependent on a few major customers for a significant portion of our
company’s revenue…, page 15

2. It appears that allowance for doubtful acco unts for fiscal year 2012 increased
significantl y compared to the prior period.   We also note your page 30 disclosure stating
that one of your major customers ha d the court appoint a receiver.   In future filings,
please expand your risk factor disclosure t o address credit risks related to your customers
as well as quantify possible “material adverse effect on [y]our operations” due to loss of a
significant customer or due to re duced demand for your products.   Your future MD&A
disclosure should also address how your customers’ credit impacts your results of
operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
22

Expenses, page 24

3. We note that cost of goods sold as a percentage of sales increased by 12% from 2011 to
2012, but no indication is given as  to the cause of this increase.   Similarly, you provide
no qualitative or quantitative disclosure with respect to the underlying facto rs driving the
increase in operating and selling expenses.   For example, what was the increased
investment in sales resources with respect to Germany and Singapor e as y our new
primary markets?   Please ensure that in future filings you identify and quantif y the factors
having a material imp act on your operating results.   Supplementally please show us what
this disclosure would have looked like for fiscal 2012.

Significant Accounting Policies and Critical Accounting Estimates, page 29

Accounts Receivable / Long Term Receivable / Allowance for…page 30

4. We note that you have established an allowance of $700,000 for one customer who had a
court appointed receiver.  Please tell us whether you have any remaining receivables on
your balance sheet rela ted to this customer and if so, how much.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
34

5. You state that a letter from PSH is incorpora ted by reference as Exhibit 16.   We note that
there is no Exhibit 16 list ed in the exhibit index.   Please advise.

Mr. Soren Degn
LiqTech International, Inc.
August 19, 2013
Page 3

 Executive Compensation, page 40

Compensation of Directors, page 43

6. In future filings please revise your disclosure to include Mr. Petersen’s compensation as
Chairman of the Board, in the director compensation tab le in accordance with  Item 402(r)
of Regulation S -K.  Please note that Mr. Petersen’s compensation pursuant to the Bonus
and Services Agreements must be presented in the “ All Other Compensation” column.
See Item 40 2(r)(2)(vii) of Regulation S -K.  Please s how us supplementally what this
disclosure would have looked like for fiscal year 2012.

Notes to Consolidated Financial Statements

Note 10 – Income Taxes, page F -16

7. We note that management has estimated that all of the deferred tax assets will be realiz ed
and consequently, a valuation allowance was not recorded and we note that you have
recently experienced tax losses.  Please tell us and revise future filings to disclose what
positive and negative evidence you have utilized to determine that a valuation  allowances
is not necessary and specifically address the recent losses in your discussion.  Please refer
to ASC Topic 740-10-30.

Note 13 – Stockholders’ Equity, page F -18

Common Stock Purchase Warrants, page F -19

8. Please tell us whether your stock warrants can be settled in cash.

Form 10 -Q for the quarter ended June 30, 2013

Consolidated Statement of Cash Flows, page 8

9. Please revise future cash flow statements to begin with Net Income rather than Net
Income Attributable to LiqTech.  Refer to ASC Topic 230 -10-45.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules 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 t he disclosures they have made.

Mr. Soren Degn
LiqTech International, Inc.
August 19, 2013
Page 4

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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.

You may contact  Mindy Hooker  at (202) 551 -3732  if you have questions regarding
comments  on the financial statements and related matters.  Please contact  Leland Benton  at (202)
551-3791 or me at (202) 551 -3768  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief