March 7, 2006


Mail Stop 4561

VIA U.S. MAIL AND FAX (858) 277-3448

Mr. Randall Jones
Chief Financial Officer
Dalrada Financial Corporation
9449 Balboa Avenue, Suite 210
San Diego, CA  92123

      Re:	Dalrada Financial Corporation
      Form 10-KSB for the year ended June 30, 2005
      Filed October 13, 2005
      File No. 000-12641

Dear Mr. Jones:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  In our comments, we ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may 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 10-KSB for the year ended June 30, 2005

Financial Statements and Notes

Consolidated Statement of Cash Flows, page F-7

1. Please explain to us the principal differences in the
reconciling
item "gain resulting from reconciliation of payroll liabilities to
taxing authorities" reflected here and the amount recorded in your
statement of operations.



Note 6, Debt
Convertible Debentures, page F-24

2. We note that your convertible debentures are in default since
you
have not registered the underlying shares.  Please advise us of,
and
revise your disclosure in future filings to discuss the
registration
rights agreement and clearly outline its requirements and the
related
damages that may be incurred.  Discuss the amount of damages
incurred
to date, if any, the potential amount of damages possible under
the
contract, whether any cap exists to limit such damages, and the
details of your option to settle such damages in shares, if
applicable.  Disclose the amount of damages accrued in the
accompanying financial statements, if any, and specify the line
items
where the damages have been or will be reported.  Please show us
how
you will revise your disclosure in response to this comment.

3. You provide a summary of the terms associated with the issuance
of
each convertible debenture but it is not clear which debentures
have
been converted into shares of your common stock and which
debentures
are currently outstanding.  Please revise your disclosure in
future
filings to identify the specific convertible debentures converted
during each of the periods as well as the convertible debentures
that
are currently outstanding as of the latest period.

4. Please tell us how you have applied the guidance in paragraphs
12
- - 32 of EITF 00-19 in evaluating whether the conversion features
of
the convertible notes payable are embedded derivatives that you
should separate from the debt host and account for at fair value
under SFAS 133.  While conventional convertible debt typically
qualifies for the scope exception in paragraph 11(a) of SFAS 133,
your debentures are convertible into a variable number of shares
(at
the rate of the lesser of a specific per share amount or 70% of an
average trading price of your common stock).  Thus, the debt is
not
conventionally convertible and does not appear to qualify for the
scope exception from the provisions of SFAS 133.  As such, it
appears
the debt conversion feature should be bifurcated from the host
contract (the debt) and accounted for as a derivative at fair
value,
with changes in fair value recorded in earnings.  Please also tell
us
how you plan to account for the newly issued convertible
debentures
and warrants disclosed in your Form 8-K filed on February 24, 2006
since these appear to contain similar conversion features and
registration rights.


*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.


								Sincerely,



      Steven Jacobs
      Accounting Branch Chief

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Mr. Randall Jones
Dalrada Financial Corporation
March 7, 2006
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