DALRADA FINANCIAL CORPORATION
9449 Balboa Avenue, Suite 211
San Diego, California 92123
Office: (858) 277-5300 Fax: (858) 277-5379
May 13, 2005
Daniel Lee
Attorney-Advisor
Division of Corporate Finance
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W. Mail Stop 4-6
Washington, D.C. 20549-0405
Re: Dalrada Financial Corporation
Amendment No. 1 to Registration Statement on Form SB-2
File No.3330-120019
Form 10-KSB for the fiscal year ended June 30, 2003 Form 10-QSB for the
fiscal quarter ended December 31, 2004 File No. 0-12641
Via Fax: 202-942-9544
Ph: 202-942-1871
Dear Mr. Lee:
Included are the responses to the comments listed on the SEC letter dated April
26, 2005.
GENERAL
1. PLEASE SUBMIT A SEPARATE REQUEST FOR WITHDRAWAL OF YOUR REGISTRATION
STATEMENT ON FORM S-2, FILE NO. 333-55874, FILED FEBRUARY 20, 2001 USING EDGAR
FORM TYPE "RW." IN YOUR REQUEST, PLEASE PROVIDE THE INFORMATION REQUIRED UNDER
RULE 477 OF REGULATION C.
Form RW filed on May 9, 2005. See Exhibit A filed with these responses.
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM SB-2
Security Ownership
- ------------------
2. PLEASE UPDATE YOUR OWNERSHIP INFORMATION TO A MORE RECENT DATE THAN
DECEMBER 31, 2004.
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Schedule updated through April 30, 2005. There were no new shares issued to
these parties.
Signatures
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3. Please INDICATE ON YOUR REGISTRATION STATEMENT THAT RANDALL JONES IS
SIGNING IN THE CAPACITY OF THE CONTROLLER OR PRINCIPAL ACCOUNTING OFFICER.
PLEASE SEE INSTRUCTIONS TO FORM SB-2.
Signature page revised.
FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 2004
- ---------------------------------------------------
Item 8A. Controls and Procedures
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4. PLEASE CONFIRM WHETHER YOUR DISCLOSURE CONTROLS AND PROCEDURES WITH
RESPECT TO "INFORMATION REQUIRED TO BE DISCLOSED" WERE EFFECTIVE AS OF JUNE 30,
2004. PLEASE SEE RULE 13A-15 OF THE EXCHANGE ACT FOR ADDITIONAL GUIDANCE.
Disclosure revised, Form 10-KSB refiled
ITEM 8A. Controls and Procedures.
(a) Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures (as such
term is defined in Rules 13a-15 and 15d-15 under the Securities EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT")) AS OF THE PERIOD ENDED JUNE 30, 2004,
COVERED BY THIS ANNUAL REPORT (THE "EVALUATION DATE"). BASED ON SUCH EVALUATION,
SUCH OFFICERS HAVE CONCLUDED THAT, AS OF THE Evaluation Date, our disclosure
controls and procedures are effective in alerting them on a timely basis to
material information relating to our Company (including our consolidated
subsidiaries) required to be included in our reports filed or submitted under
the Exchange Act.
(b) Changes in Internal Controls over Financial Reporting. DURING THE
LAST FISCAL QUARTER (FOURTH QUARTER) OF THE MOST RECENT FISCAL YEAR, THERE HAVE
NOT BEEN ANY SIGNIFICANT changes in our internal controls over financial
reporting or in other factors that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.
5. WITH RESPECT TO YOUR INTERNAL CONTROLS, WE NOTE YOUR STATEMENT THAT
THERE "HAVE NOT BEEN ANY SIGNIFICANT CHANGES IN [Y]OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING." PURSUANT TO ITEM 308(C) OF REGULATION S-K, PLEASE CONFIRM
WHETHER THERE WERE ANY CHANGES TO INTERNAL CONTROLS AT THE QUARTER END. WE NOTE
THAT YOUR SECOND QUARTER FORM 10-QSB TRACKED THE LANGUAGE OF ITEM 308(C).
Disclosure revised. See comment 4 response - Item 8A (b).
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FORM 10-QSB FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2004
- ----------------------------------------------------------
Item 3. Controls and Procedures
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6. We note that based on your evaluation of your disclosure controls
and procedures as of December 31, 2004, 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." Your
discussion, however, does not state the result of your evaluation as to the
effectiveness of your disclosure controls and procedures on December 31, 2004.
Please revise to state whether your disclosure controls and procedures were
effective as of December 31, 2004.
Disclosure revised. Form 10QSB refiled.
ITEM 3. CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, we 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 our disclosure controls.
THERE WERE NO CHANGES IN OUR INTERNAL CONTROL OVER FINANCIAL REPORTING OR IN
OTHER FACTORS THAT HAVE MATERIALLY AFFECTED, OR ARE REASONABLY LIKELY TO
MATERIALLY AFFECT, OUR INTERNAL CONTROL OVER FINANCIAL REPORTING AND WE FEEL OUR
DISCLOSURE AND PROCEDURES WERE EFFECTIVE AS OF THE QUARTER PERIOD ENDING
DECEMBER 31, 2004.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
Sincerely,
/s/ Brian Bonar
-----------------
Brian Bonar
Chief Executive Officer
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EXHIBIT A
May 9, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:
Dalrada Financial Corporation
Registration Statement on Form S-2 (File No. 333-55874)
Ladies and Gentlemen:
Pursuant to Rule 477 Regulation C, promulgated under the Securities Act
of 1933, as amended, Dalrada Financial Corporation (the "Company") hereby
applies for the withdrawal of its Registration Statement on Form S-2 (File No.
333-55874) filed February 20, 2001, together with all exhibits and amendments
thereto (the "Registration Statement").
The Registration Statement was filed to register 22,000,000 shares of
common stock underlying $850,000 of convertible promissory notes bearing
interest at the rate of eight percent (8%) per annum, due December 12, 2003. The
Registration Statement is being withdrawn as a result of turnover in the
Company's personnel and lack of funds to pay the outside attorney's to complete
the registration process to become effective. No securities were sold or
exchanged pursuant to the Registration Statement.
The Company requests that the Commission approve an order granting the
withdrawal of the Registration Statement as of the date hereof or at the
earliest practical date hereafter. Please issue an order granting withdrawal of
the Registration Statement and deliver by facsimile a copy of such order to the
undersigned care of Owen Naccarato, Esq. at (949) 851-9262.
If you have any questions with regard to this application for
withdrawal, please do not hesitate to contact the undersigned at (858) 277-5300
or Owen M. Naccarato at (949) 851-9261.
Very truly yours,
Dalrada Financial Corporation
By: /s/ Brian Bonar
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Name: Brian Bonar
Title: Chief Executive Officer
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