Room 4561
June 7, 2005
Mr. Brian Bonar
Chief Executive Officer
Dalrada Financial Corporation
9449 Balboa Avenue, Suite 211
San Diego, California 92123
Re: Dalrada Financial Corporation (formerly Imaging Technologies
Corporation)
Amendment No. 2 to Registration Statement on Form SB-2
File No. 333-120019
Form 10-KSB for the fiscal year ended June 30, 2004, as
amended
Form 10-QSB for the fiscal quarter ended December 31, 2004,
as
amended
Form 10-QSB for the fiscal quarter ended March 31, 2005
File No. 0-12641
Dear Mr. Bonar:
We have reviewed your filings and have the following
comments.
Amendment No. 2 to Registration Statement on Form SB-2
1. Your amended registration statement does not include your
financial statements although you make reference to them in your
table of contents. Pursuant to Item 310 of Regulation S-B, your
registration statement must include audited financial statements
for
the most recent fiscal year as well as unaudited financial
statements
for your most recent interim period. Please file an amendment to
your registration statement with appropriate financial statements
and
update your other disclosure (e.g., management`s discussion and
analysis) as necessary.
2. Please advise us whether Randall Jones has recently been
appointed
as your chief financial officer. If so, please revise your
disclosure to reflect such an appointment. We note that he
executed
your prior amendment as the acting chief financial officer. In
addition, please provide us with your analysis explaining why you
did
not believe it was necessary to file a Form 8-K to disclose the
appointment of your new chief financial officer. Please see Item
5.02 of Form 8-K.
Form 10-KSB for the fiscal year ended June 30, 2004, as amended
3. With reference to comment no. 2 above, it appears that Randall
Jones served as your chief financial officer at the time you filed
your amended Form 10-KSB. Pursuant to the requirements of Rules
13a-
14(a) and (b) under the Exchange Act, each principal executive and
principal financial officer at the time of filing must furnish the
certifications set forth in Items 601(b)(31) and (32) of
Regulation
S-B. Please see Release No. 33-8238 and Question 13 to our
Frequently Asked Questions for the Sarbanes-Oxley Act of 2002 for
additional guidance.
Item 8A. Controls and Procedures
4. We note your response to our prior comment no. 4. Your
statement
appears to suggest that your disclosure controls and procedures
are
effective, but only to the extent of "alerting [your chief
executive
officer and chief financial officer] on a timely basis to material
information...required to be included in [y]our reports." In
other
words, your disclosure does not appear to address the
effectiveness
of your disclosure controls and procedures with respect to whether
information required to be disclosed is recorded, processed,
summarized and reported on a timely basis or whether such
information
is made known to your officers to allow timely decisions regarding
required disclosure. Please advise us whether your disclosure
controls and procedures were effective with respect to the
foregoing
as of June 30, 2004. Please see Rule 13a-15(e) under the Exchange
Act for guidance.
5. We note your response to our prior comment no. 5. Your
disclosure
states that "there have not been any significant changes in [y]our
internal controls." Item 308 of Regulation S-B, however, requires
the disclosure of "any" change in your internal controls that
occurred during your last fiscal quarter that has "materially
affected, or is reasonably likely to materially affect," your
internal controls. Please advise us whether there were any
changes
in your internal controls during the quarter ended December 31,
2004
required to be disclosed under Item 308.
Forms 10-QSB for the fiscal quarters ended December 31, 2004, as
amended, and March 31, 2005
Item 3. Controls and Procedures
6. We note your response to our prior comment no. 6 and your
revised
disclosure stating that "we feel our disclosure and procedures
were
effective as of the quarter period." Please note that Item 307 of
Regulation S-B requires the disclosure of the conclusions of your
principal executive and principal financial officers regarding the
effectiveness of your disclosure controls and procedures. Please
also note that the term "disclosure controls and procedures" has a
specific meaning as noted in your following paragraph. Please
revise
to state whether your principal executive and principal financial
officers concluded that your disclosure controls and procedures
were
effective as of December 31, 2004 and March 31, 2005.
7. You disclosed in your Form 10-QSB for the quarter ended
December
31, 2004 that you are "adding a new corporate general ledger
system,
have hired a new chief accounting officer and are working to
improve
the design and operations of [y]our disclosure controls." We
further
note that you make similar disclosure in your Form 10-QSB for the
quarter ended March 31, 2005 as well as stating that there were no
changes in your internal controls during the quarter. Please
revise
to state whether the steps to improve your controls that you have
disclosed have been completed and if they have not been completed,
advise us when you expect them to be completed. It appears that
you
have at least completed the hiring of a new chief accounting
officer.
We also note your disclosure in the last paragraph of this section
in
which you state that steps have already been taken to ensure
timely
reporting. In light of these apparently completed steps, please
advise us why you disclose that there has been no change in your
internal controls during the quarter ended March 31, 2005 as well
as
why the steps to ensure timeliness did not appear effective with
respect to the timeliness of the Form 10-QSB for the quarter ended
March 31, 2005.
* * * *
As appropriate, please amend your registration statement and
periodic filings, as necessary, in response to these comments.
Responses to our comments on your periodic filings should be
provided
to us within 10 business days of the date of this letter. You may
wish to provide us with marked copies of the amendment to expedite
our review. Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
You may contact Lisa Mitrovich at (202) 551-3453 if you have
questions or comments on the financial statements and related
matters. Please contact Daniel Lee at (202) 551-3477 with any
other
questions. If you need further assistance, you may contact me at
(202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Owen Naccarato, Esq.
Naccarato & Associates
19600 Fairchild, Suite 260
Irvine, California 92612
Telephone: (949) 851-9261
Facsimile: (949) 851-9262