SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

        June 26, 2014

Via E-Mail
Mr. Finn Helmer
Chief Executive Officer
LiqTech International , Inc.
Industriparken 22C
DK2750 Ballerup, Denmark

 Re: LiqTech International , Inc.
  Registration Statement on Form S -3
  Filed June 13 , 2014
  File No. 333-196750

Dear Mr. Helmer :

We have limited our review of your registration statement to those issues that we have
addressed in our com ments.  In some of our comments  we may ask you to pro vide us
information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and provid ing the
requested information.  Where you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we  may have additional comments.

General

1. Since you appear to qualif y as an “emerging growth company ” as defined in the Jumpstart
Our Business Startups Act, please

 disclose  that you are an emerging growth company ;

 describe how and when a company may lose emerging growth company status;

Mr. Finn Helmer
LiqTech International, Inc.
June 26, 2014
Page 2

  describe b riefly the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and

 state your election under Section 107(b) of the JOBS Act:

o If you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b), include a statement that the election is irrevocable; or

o If you have elected to use the exte nded transition period for complying
with new or revised accounting standards under Section 102(b)(1), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective  dates
for public and private companies until those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that
comply with public company eff ective dates.  Include a similar statement
in your critical accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available to
you as a smaller reporting company.

Description of Our Capital Stock,  page 6

2. Include a description of the warrants being offered on this registration statement.

Exhibit 5.1

3. We note the reference to warrants that form a part of any units in the first paragraph on page
three of the opinion.  Please explain whether you are registering units pursuant to the
registration statement.  If so, please revise the opinion to opine on the units, and revise the
prospectus to include a discussion of the units being offered on this registration statement and
to include the units in the f ee table.  In the alternative, please delete the refe rence to units in
the opinion.

Mr. Finn Helmer
LiqTech International, Inc.
June 26, 2014
Page 3

 Closing

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 infor mation tha t 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 disclosure, they are responsible for the accuracy and
adequacy of the disclosures that  they h ave made.

Notwithsta nding our comments, if  you request acceleration of the effective date of the
pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting 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 pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated  by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act  and the  Securities Exchange Act  as they relate to the proposed public offering
of the s ecurities specified in t he registration statement.  Please allow adequate time for us to
review any amendment before  the requested effective date of the registration statement.

You may direct questions on comments and disclosure issues to Edward M.  Kelly, Senior
Counsel, at 202-551-3728 or Erin K. Jaskot, Staff Attorney,  at (202) 551 -3442.

Sincerely ,

       Erin K. Jaskot, for

Pamela A. Long
Assistant Director

Mr. Finn Helmer
LiqTech International, Inc.
June 26, 2014
Page 4

cc: Via E -Mail
 Clayton E. Parker, Esq.
 Matthew Ogurick, Esq.
 K&L Gates LLP
 200 South Biscayne Boulevard, Suite 3900
 Miami, FL 33131