SecProbe.io

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      May 29, 2005

via U.S. mail

Paul Mann
Chief Executive Officer
Veridicom International, Inc.
3800-999 3rd Avenue
Seattle, Washington 98104-4023

Re:	Veridicom International, Inc.
	Registration Statement on Form SB-2
	Filed April 27, 2005
	File No. 333-124367

	Form 10-KSB for the fiscal year ended 12/31/2004
	Form 10-Q for the quarterly period ended 3/31/2005
	File No. 0-12382

Dear Mr. Mann:

	We have limited our review of the above filings to the issues
addressed in the following comments.  Where indicated, we think
you
should revise your registration statement in response to these
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 some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.  You should respond
to
the comments to your Exchange Act filings as soon as possible and
not
later than June 6, 2005.

	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
filings.
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 SB-2
General
1. You disclose on page 7 that this registration statement relates
to
the resale of common stock underlying convertible notes in the
aggregate principal amount of $5.1 million.  You disclose on page
8
that this aggregate amount will be funded in 3 separate tranches,
each in the amount of $1.7 million, with two of the tranches to be
funded after the filing of this registration statement.  However,
the
purchase agreement governing the sale of these notes appears to
indicate that the $5.4 million was to be fully funded on February
25,
2005.  When you filed the resale registration statement, were the
selling stockholders irrevocably bound to purchase notes in the
aggregate principal amount of $5.4 million not later than five
business days following the effective date of the resale
registration
statement?  In your response letter please identify the agreement
and
the specific section thereof that contains this binding obligation
and ensure the agreement has been filed as an exhibit.  In
addition,
please provide us a copy of the irrevocable transfer agent
instructions referred to in Section 7C of the purchase agreement.
2. Based upon our review of the form of convertible note issued in
connection with the February 25, 2005 private placement, including
Section 2.1 and the notice of conversion, are we correct in
believing
that holders of such notes have the right to require that some,
none
or all future interest accrued under the note be paid in the form
of
shares of common stock?  If so, we presume that such holders are
not
proposing to sell shares of common stock under the registration
statement they would acquire upon conversion of amounts due them
resulting from future accruals of interest.  Revise your
registration
statement to make it clear that you are not registering such
shares
and that the prospectus may not be used to sell such shares.
Selling Stockholders, page 51

3. Please disclose the natural persons who exercise voting and/or
dispositive powers with respect to the securities to be offered
for
resale by Alpha Capital, Enable Growth Partners, Whalehaven
Capital
Fund Limited, Meadowbrook Opportunity Fund and TCMP3 Partners.
See
Interpretation I.60 of the July 1997 manual of publicly available
CF
telephone interpretations, as well as interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the CF
telephone interpretation manual.
Form 10-K and Form 10-Q
Disclosure of Controls and Procedures, page 41 (of Form 10-K/A)
4. You disclose in your Form 10-K that your CEO and CFO concluded
that your disclosure controls and procedures needed improvement
and
were not effective as of December 31, 2004 to ensure timely
reporting
with the Securities and Exchange Commission.  Item 307 of
Regulation
S-B requires an assessment of the effectiveness of your
"disclosure
controls and procedures", as that phrase is defined in paragraph
(e)
of Rule 13a-15.  However, the assessment as to timeliness that you
describe addresses matters that are narrower in scope than the
evaluation required by Rule 13a-15(e).   Please advise us in this
respect.  In the response letter, confirm that in future periodic
reports your assessment will be provided as effectiveness of the
disclosure controls and procedures as defined by the referenced
rule.
5. You further disclose that such officers are taking an active
role
in identifying the deficiencies and implementing corrective
measures,
which includes the establishment of new internal policies related
to
financial reporting.  When you identify material deficiencies in
your
disclosure controls and procedures, the deficiencies should be
described in reasonable detail.  You should also describe your
plans
to address the deficiencies as well the nature and status of
actions
to address the deficiencies.  Because as of March 31, 2005, your
chief executive and chief financial officers concluded that the
Company`s disclosure controls and procedures were effective, it
appears that you addressed the concerns cited in your Form 10-K
during the most recently completed quarter.  In your response
letter,
please tell us what aspects of your disclosure controls and
procedures needed improvement and were not effective at December
31,
2004.  What were the deficiencies that you identified and the
corrective measures that you implemented?  Were the new internal
policies related to financial reporting?  On what basis are you
able
to conclude in your Form 10-QSB that the new internal policies
have
addressed the conditions previously identified as material
weaknesses
in the disclosure controls and procedures?
6. Although your executives concluded that the disclosure controls
and procedures were not effective at December 31, 2004, and that
they
were effective at March 31, 2005, the Form 10-QSB for the period
ended March 31, 2005, states that during the most recently
completed
quarter there were no changes in the Company`s internal controls
over
financial reporting that affected or were reasonably likely to
materially affect Veridicom`s internal controls over financial
reporting.  In your response letter, please explain the changes in
your disclosure controls and procedures that enabled you to reach
a
conclusion that they were effective at March 31, 2005.  Explain
how,
in the absence of changes in internal controls over financial
reporting, your executives concluded the previously ineffective
disclosure controls and procedures were effective at March 31,
2005.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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  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.

      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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 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;

* 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

* 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.

	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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Please contact Perry Hindin, Staff Attorney, at (202) 551-
3444
with any questions.  If you require further assistance, you may
contact me at (202) 551-3462 or Barbara C. Jacobs, Assistant
Director
at (202) 551-3730.

						Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services

cc:	Marc Ross, Esq.  fax: 212-930-9725
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Veridicom International, Inc.
May 29, 20054
Page 4 of 4

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