SecProbe.io

Mail Stop 6010        November 13, 2006
 Digital Ally Attn. Stanton Ross 4831 West 136
th Street
Suite 300 Leawood, KS 66224
Re: Digital Ally, Inc.
 File 333-138025
Form SB-2 filed October 16, 2006

 Dear Mr. Ross:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a re vision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with supplemental information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure re quirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to ca ll us at the telephone
numbers listed at the end of this letter.
General

1. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not exhaus tive lists.  If our comments are applicable to portions of
the filing that we have not cited as exampl es, make the appropriate changes in accordance
with our comments.
2. In your response letter, please state our comment and then explain each change that has
been made in response to a comment.  In  addition, you should also reference each page
number in which disclosure has been revised in  response to a comment so that we can easily
place your revised disclosure in its proper context.

Mr. Stanton Ross
November 13, 2006 Page 2
3. Please provide us proofs of all graphic, visu al or photographic information you will provide
in the printed prospectus prior to its use, fo r example in a preliminary prospectus.  Please
note we may have comments regarding this material.
4. On page 46, you have indicated that there is an  inactive market for your stock.  When there
is no active market for a company’s stock, you must include a fixed price at which the
securities will be offered for sale until a mark et develops for the stock.  Please revise your
disclosure to include a fixed pr ice for the sale.  You may state that the securities may sell at
the market price once a market develops.
5. We note you have included the 415 undertakings  pursuant to Item 512 of Regulation S-K.
If it is your intention to offe r the securities on a continuous basis, please include a 415 box
on the cover page and check it.  In addition, given the nature and si ze of the transaction
being registered, advise the staff of the compan y’s basis for determining that the transaction
is appropriately characterized as  a transaction that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i).
6. You state on pages 1 and 30 that you were or iginally incorporated on December 13, 2000.
On page 3 you state that you were formed on May 16, 2003.  Please revise your filing to
clarify the discrepancy.
Incorporation by reference

7. It does not appear that you ar e incorporating any documents by reference.  Please consider
whether you need to include this section in the filing.

Prospectus Summary, page 1
8. Please eliminate the use of the acronyms DVF, DVM, DVSC and OEM.  These acronyms
make your disclosure harder to follow than if you use the terms digital video flashlight,
digital video rear view mirror, etc.
9. Please expand your disclosure to disclose and quantify your histor y of losses and your
accumulated deficit as of September 30, 2006.

Risk Factors, page 3
 We have a history of operating losses page 3

10. Please provide your accumulated deficit as of September 30, 2006.

11. Please explain “the problems, expenses, delays  and complications a ssociated with a new
business.”

Mr. Stanton Ross
November 13, 2006 Page 3  Our auditors have expressed a going concern opinion, page 3

12. Please revise to discuss the consequences of receiving a going concern opinion.  At a
minimum, the discussion should address potential  difficulty raising funds  and the effect the
opinion may have for investors w ho want to sell their shares.

It is uncertain whether we will need additional financing…, page 3
13. If there is any possibili ty that the company may seek debt  financing, please disclose this
fact and consider the risk factors that may be associated with debt financing, such as
restrictive covenants.
14. Quantify the amount of funds you expect to need  to continue your operations for the next
twelve months.

If we are unable to compete…, page 5
15. Please disclose who your primary competitors are and describe any specific competitive
advantages they have relative to your company.

Defects in our products…, page 6
16. Please disclose any facts or circumstances that  might lead to product defects and the risks
you are describing in this risk factor.
17. Please state the limitations of your product liability insurance.

We are dependent on key personnel, page 6
18. If Mr. Stanton or Mr. Haler has plans to leave the company, please disclose this fact in the
risk factor.

We are dependent on manufactur ers and suppliers, page 7
19. If you are substantially dependent on any of agre ements with the manufacturers or suppliers
referenced in this section, pl ease identify that party by name, file your agreement with that
party as an exhibit to the re gistration statement and include a description of all material
terms in the Business section.  If you believe  you are not substantially dependent on these
agreements, please explain to us the basis for your determination.

Mr. Stanton Ross
November 13, 2006 Page 4  We are uncertain of our ability to prot ect technology throug h patents, page 7

20. Is the critical technology that you reference the technology that you license from Ingenient?
If it is a different license ag reement, please identify the licensing party, file the agreement
as an exhibit and revise the business section to  include a discussion of the material terms of
the agreement.
21. Please describe the potential consequences if patents relating to  your existing technology
are not granted.

Risks related to our license agreement, page 8
22. Please file the Ingenient agreement as an  exhibit to the registration statement.

We have not completed our trademark registration, page 8
23. Please describe the risks posed by bei ng precluded from using your trademark.

There are economic and general risks…, page 9
24. Risk factors should relate to specified risks faced by the co mpany.  General business risks
do not constitute proper risk factors.   Please delete this risk factor.

There is a limited market for your shares and you may not be able to sell them, page 9
25. We note your statement that you expect the SEC to scrutinize our re gistration statements
because of the relatively early stage of deve lopment of our business compared to most
public companies.  Please revise to clarify that  the fact that the SEC has reviewed a filing
does not ensure a filing is more accurate than a filing that was not reviewed.  The level of
SEC does not ensure any additional accuracy.  The disclosure continues to be your
responsibility regardless of  the level of review.

Because our common stock is considered a “penny stock,” any investment in the Units is
considered to be a high risk investment…, page 10
26. Since you are registering the resale of common stock, as opposed to units, please revise the
disclosure to refer to an investment in common stock.

We have a limited public market…, page 10
27. We note your statement that your common stoc k has “qualified” for trading through the
pink sheets.  Please revise to eliminate the us e of the word “qualified” as it implies that
there are listing requirements that you have met.

Mr. Stanton Ross
November 13, 2006 Page 5  We have never paid dividends…, page 11

28. Please describe the risks posed by the f act that you may not pay dividends.

Determination of Offering Price, page 13
29. As you are required to set an offering price, this section should be revised to include the
information required by Item  505 of Regulation S-B.

Selling Stockholders, page 14
30. For each nonpublic entity that is a selling stockh older, disclose the natural person(s) with
voting and dispositive power over the securities.
31. Briefly describe how the selling secur ityholders obtained their securities.
32. If any of your selling shareholders are broker dealers, please revise  to identify them as
broker dealers and underwriters.  The only excepti on to this requirement  is if the selling
shareholder received the shares as underwri ting compensation.  If any of the selling
shareholders are affiliates of broker dealers, identify them as such and revise to state that these selling shareholders purchased the shares  in the ordinary cour se of business without
view to directly or indirectly distribute the shares.  If you are unable to make this
representation, the affiliates of  broker dealers must also be identified as underwriters.

Directors, Executive Officers, Promoters and Control Persons, page 20

33. It appears that Mr. Ross is cu rrently your CEO and President of  Infinity.  Please revise to
disclose the amount of time he devotes to  your company.  Please consider whether his
inability to focus all his attention on your business constitutes a risk that should be
discussed in the “Risk Factor” section.

Business
 Original Equipment Manufacturers, page 33

34. Are there any currently available products that incorporate your techno logy?  If there are,
please identify them.  Do you have any agreem ents to license your technology to other
parties who will incorporate it into their own products?

Market and Industry Overview, page 33
35. Where you include statistics or figures in the registration statement, please disclose the
source of your information and provide us with  copies of the documents that you cite.
Examples of statistics that shoul d be supported include the following:

Mr. Stanton Ross
November 13, 2006 Page 6
• According to the Department of Justice, there are almost 14 million arrests each
year, with approximately 10%, or 1.4 m illion of those arrests for DWI, p. 33
• There are approximately 18,000 law enfo rcement agencies in the US…who
employ over two million guards, p.34
• Smaller departments with 20 or fewer officers account for…, p. 34
• There are 10,000 private security agencies…, p. 34
• Smaller departments with 20 or fewer officers…, p. 34
• In 2003, over $90 billion was spen t with private security…, p.34

The list set forth above is an illustrative, and not  exhaustive, list of st atements that should
be supported.  Please review the entire regi stration statement and provide support for all
similar statements.
 License arrangements, page 35

36. Please revise to describe any early te rmination provisions or minimum royalty
requirements, if any.

Intellectual Property, page 36
37. Please revise to identify the party that  licenses the critic al technology to you.

Management’s Discussion and Analysis  or Plan of Operation, page 37
 Operating Expenses, Research a nd Development Expenses, page 37

38. Please refer to the Division of Corporati on Finance “Current Issues and Rulemaking
Projects Quarterly Update” unde r section VIII – Industry Spec ific Issues – Accounting and
Disclosure by Companies Engaged in Research  and Development Activities.  You can find
it at the following website address: http://www.sec.gov/divisi ons/corpfin/cfcrq032001.htm .
Please disclose the following information fo r each of your major active research and
development project(s):

• The nature, timing and estimated costs of the efforts necessary to complete the
project;
• The anticipated completion dates;
• The risks and uncertainties associated with completing development on schedule,
and the consequences to opera tions, financial position and liq uidity if the project is
not completed timely; and finally
• The period in which material net cash inflow s from significant projects are expected
to commence.

To the extent that information requested above is not known or estimable,  disclose that fact
and the reason why it is not known.

Mr. Stanton Ross
November 13, 2006 Page 7  Liquidity and Capital Resources, pages 39 and 41

39. Please expand your discussion to address material  changes in the underlying drivers such as
where the actual usages and sources of cash existed especially in your discussion of
operating cash flows during the years presented.  In doing so, please ensure that you are not
merely describing items identified on the face of  the statement of cash flows.  Refer to the
guidance provided in our release, “Inter pretation: Commission Guidance Regarding
Management's Discussion and Analysis of Fi nancial Condition and Re sults of Operations”
particularly Item D of that release.  You can find this release on our website at
http://www.sec.gov/rule s/interp/33-8350.htm .
40. We note your statement that you need to attain  your revenue and pr ofit margin goals or
raise additional working capital through additional offerings of equity in order to continue
to implement your business plan and finance your expected level of sales.  Please revise to
describe your revenue and profit margin goa ls and how much work ing capital you would
need to raise if you are not able to attain these goals.

Critical Accounting Policies page 42
41. We note that the company reiterated the policy notes included in the fi nancial statements.
Please note that Critical Accounting Poli ces should supplement, not duplicate, the
accounting policies disclosed in th e notes to the financial stat ements.  Please revise your
disclosure to provide the company's analysis of the judgments and uncertainties involved in
applying these accounting princi ples at a given time, and the potential impact on your
financial statements of the variability that  is reasonably likely to result from their
application over time.  Such disclosures explaining the li kelihood that any materially
different amounts would be repor ted under different conditions, using different assumptions
is consistent with the objec tive of Management’s Discussion and Analysis.  See Release 33-
8350.

Stock-Base Compensations, pages 43-44
42. In addition to stating that you establish the fair value of stock warrants issued to non-
employees in accordance with SFAS No. 123, desc ribe specifically how  and when the cost
of issuing such stock warrants  is recognized and how fair va lue is established.  Based on
your disclosures included in Note 7 on page FA -12 and in Note 8 on page FB-12 it appears
that stock options issued to non-employees are partially expensed and partially capitalized.
Supplementally, in your response, include refere nces to the specific paragraphs within the
accounting literature which you relied upon that  support the accounting for the issuance of
stock options granted to non-employees.
43. The table that presents the pro-forma SFAS 123 disclosures on page 44 is for the six-month
period ended June 30, 2005.  Please update the ta ble for the six-months ended June 30,
2006.

Mr. Stanton Ross
November 13, 2006 Page 8 Certain Relationships and re lated transactions, p. 45

44. Item 601(b)(10) requires that you fi le all agreements listed in th is section as exhibits to the
registration statement.  While the Acme note app ears to have been filed, we could not locate
the other documents listed in this  section.  Please file them as  exhibits to the registration
statement.
45. Please identify your shareholders  who control Acme Resources.
Market for our Common Stock and Rela ted Stockholder Matters, page 46
46. We note your statement that there are no secu rities and no debt