SecProbe.io

December 2 , 2015

Mail Stop 4631

Via E -mail
Mr. Soren Degn
Chief Financial  Officer
LiqTech International, Inc.
Industriparken 22C
DK 2750 Ballerup, Denmark

RE: LiqTech  International, Inc.
Form 10 -K for the Year Ended December 31, 2014
Filed March 25, 2015
  File No. 1-36210

Dear Mr. Degn :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 3.  Legal Proceedings, page 17

1. In future filings, please provide the name of the court or agenc y in which the proceedings
are pending, the date instituted and the principal parties thereto.  See Item 103 of
Regulation S -K.

Item 8. Financial Statements and Supplementary Data, page 30

Note 11 – Income Taxes, page F -15

2. You indicate that you evaluate d the deferred tax assets and determined that the net assets
will be realized through future years’ taxable income.  However, we note that you have
generated losses before income taxes over the past three year s and for the nine months
ended September 30, 2015.  Please tell us and revise your disclosure in future filings to
provide a more detailed explanation as to how you determined it is more likely than not

Mr. Soren Degn
LiqTech  International, Inc.
December 2 , 2015
Page 2

 that you will realize total deferred tax assets.  Please ensure your disclosure addr esses
each of the following points, as appropriate:
 Please discuss the nature of the positive and negative evidence that you
considered, how that evidence was weighted, and how that evidence led you to
determine it was not appropriate to record a valuation  allowance on the remaining
deferred income tax assets.  You should consider discussing the significant
estimates and assumptions used in your analysis.  Please discuss how you
determined the amount of the valuation allowance to record;
 Please disclose the  amount of pre -tax income that needs to be generated to realize
the deferred tax assets.  Include an explanation of the anticipated future trends
included in your projections of future taxable income.  Confirm to us that the
anticipated future trends inclu ded in your assessment of the realizability of your
deferred tax assets are the same anticipated future trends used in estimating the
fair value of your reporting units for purposes of testing goodwill for impairment
and any other assessment of your tangib le and intangible assets for impairment;
 Please disclose the nature of your tax planning strategies, how each strategy
supports the realization of deferred tax assets, the amount of the shortfall that each
strategy covers, and any uncertainties, risks, or assumptions related to these tax -
planning strategies; and
 To the extent you are relying on the reversal of any deferred tax liabilities in your
assessment of the realizability of your deferred tax assets, please disclose this fact.
Also clarify, if true, that the deferred tax liabilities you are relying on in your
assessment will reverse in the same period and jurisdiction and are of the same
character as the temporary differences giving rise to the deferred tax assets.
Refer to ASC 740 -10-30-16 through 25  and Section 501.14 of the Financial Reporting
Codification for guidance.

Item 11. Executive Compensation, page 37

Summary Compensation Table, page 37

3. Please tell us whether the decimals throughout the Summary Compensation Table are
correct.  Also, in f uture filings, please ensure that all compensation values are rounded to
the nearest dollar.  See Instruction 2 to Item 402(n).

Outstanding Equity Awards at last Fiscal Year End, page 40

4. We note that the table discloses information as of March 25, 2015.  In future filings,
please provide the information in this table as of the as of the end of y our last completed
fiscal year.   See Item 402(p) of Regulation S -K.

Mr. Soren Degn
LiqTech  International, Inc.
December 2 , 2015
Page 3

 Compensation of Directors, page 40

5. We note the disclosure of Mr. Petersen’s Services agreeme nt on page 39.  In future
filings please revise your disclosure to include Mr. Petersen’s compensation as Chairman
of the Board, in the director compensation table in accordance with Item 402(r) of
Regulation S -K.  Please note that Mr. Petersen’s compens ation pursuant to the Services
Agreement must be presented in the “All Other Compensation” column.  See Item
402(r)(2)(vii) of Regulation S -K.

6. We note the “All other Compensation” amounts disclosed in the table for Mr. Barish.  In
future filings, please  describe in the footnote, the services provided and to be provided for
Mr. Barish for such compensation.

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.

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 Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or me at (202) 551 -
3768  if you have questions regarding comments on the financial statements and related matters.
Please contact Sherry Hayw ood, Staff Attorney, at (202) 551 -3345  or Jay Ingram, Legal Branch
Chief , at (202) 551 -3397  with any other questions.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief
Office of Manufacturing and
Construction