DALRADA FINANCIAL CORPORATION
9449 Balboa Avenue, Suite 211
San Diego, California 92123
OFFICE: (858) 277-5300 FAX: (858) 277-5379
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December 22, 2005
Daniel Lee
Attorney-Advisor
Division of Corporate Finance
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E. Room 4561
Washington, D.C. 20549-0404
Re: Dalrada Financial Corporation
Amendment No. 5 to Registration Statement on Form SB-2
File No. 333-120019
Via Fax: 202-772-9210
Pursuant to Rule 461 of Regulation C under the Securities
Act, Dalrada Financial Corporation, respectfully requests that the
effective date of the Form SB-2/A Registration Statement referred to
above, to be qualified on December 23, 2005, at 5:00 PM EST or as
soon as possible thereafter.
Dalrada Financial Corporation acknowledges that:
o Should the commission or the staff , acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
commission from taking any action with respect to the filing;
o The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
o The company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
commission or any person under the federal securities laws of the
United States.
Yours truly,
/s/ Brian Bonar
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Brian Bonar
President and Chief Operating Officer