Complaint Review: Wherify Wireless

Per Edgar on line reporting, "On March 9, 2004, IQB withdrew its registration statement on Form S-4 relating to the registration of shares to be issued in connection with IQB's proposed merger with Wherify Wireless, Inc. pending the completion of a rescission offer by Wherify relating to Wherify's recent Series C preferred stock offering.

The staff of the Securities and Exchange Commission has stated that it does not believe Wherify has adequately demonstrated the availability of the federal private placement exemption upon which it relied for the offering of $15.2 Million of its Series C preferred shares between September 2004 and January 2005."

Simon
Los Altos, California
U.S.A.