Room 4561

      February 23, 2006

Mr. Neldon Johnson
President and Chief Executive Officer
International Automated Sytems, Inc.
326 North SR 198
Salem, UT 84653

RE:	International Automated Systems, Inc.
	Form 10-KSB/A for the Fiscal Year Ended June 30, 2005
      Filed February 21, 2006
      Form 8-K filed February 21, 2006
      File No. 033-16531-D

Dear Mr. Johnson:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to this
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In our comment, we 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
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.









Form 8-K Filed February 23, 2006
1. Please revise your filing to provide a statement of whether the
audit committee, or the board of directors in the absence of an
audit
committee, or authorized officer or officers, discussed with your
independent accountant the matters disclosed in the filing
pursuant
to Item 4.02(a)(3).
2. We note that you concluded that your financial statements
should
not be relied upon on November 30, 2005 and you filed your Form 8-
K
on February 21, 2006.  Please explain to us why you believe the
timing of your filing complies with the requirements of Item 4.02
of
Form 8-K.
3. Please explain to us how and when this error was identified.
In
addition, describe to us your year-end closing process and the
procedures performed by your auditors related to equity and
explain
how these outstanding shares were not identified at June 30, 2005.

Form 10-KSB/A for the Fiscal Year Ended June 30, 2005
4. Please explain to us how, considering the nature of the error
described in your Form 8-K filed on February 21, 2006, you
concluded
that your disclosure controls and procedures were effective as
disclosed in your periodic reports that were amended to restate
your
financial statements.  In addition, we note that your Form 10-
KSB/A
disclosures do not appear to comply with the requirements of Items
307 and 308(c) of Regulation S-B.

      As appropriate, please amend your filing and respond to this
comment within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comment.

      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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  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 they have made.
      In connection with responding to our comments, please
provide,
in writing, a 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Mark Kronforst, Senior Staff Accountant, at
(202) 551-3451 or me at (202) 551-3489 if you have any questions
regarding our comments.


								Sincerely,



								Brad Skinner
								Accounting Branch Chief
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Mr. Neldon Johnson
International Automated Systems, Inc.
February 23, 2006
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