SecProbe.io

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                       Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas New York NY 10018
                 Tel 212 930 9700 Fax 212 930 9725 www.srff.com

                                  June 6, 2005

Perry Hindin, Staff Attorney
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Mail Stop 04-06

      Re:   Veridicom International, Inc.
            Form 10-KSB for the fiscal year ended 12/31/2004
            Form 10-Q for the quarterly period ended 3/31/2005

Dear Mr. Hindin:

      This firm represents Veridicom International, Inc. (the "Company") in the
above-referenced matters. Below, please find our responses to your May 29, 2005
comment letter with respect to the above-referenced matters:

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 l0-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-l5(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.

      Response

      After discussing with the Company the disclosure provided in its Form
      10-KSB for the year ended December 31, 2004, we have determined that while
      the Company was not satisfied with certain matters related to its business
      operations, such as operation controls to produce analysis of costs for
      different samples of software and hardware products and interdepartmental
      information flow to track progress on product development, the existence
      of which we do not believe has a material impact on the operations of the
      Company and which matters were subsequently corrected or are in the
      process of being corrected, and not related to its controls and procedures
      necessary to ensure timely reporting the Securities and Exchange
      Commission. Accordingly, the Company has confirmed that its disclosure
      controls and procedures were effective for the year ended December 31,
      2004 for the purposes of recording, processing, summarizing and timely
      reporting material information required to be disclosed in reports filed
      by the Company under the Securities Exchange Act of 1934. We hereby
      confirm on behalf of the Company that in future periodic reports its
      assessment will be provided as to the effectiveness of the disclosure
      controls and procedures as defined by the referenced rule.

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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 3 1, 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 l0-QSB that the new internal policies have addressed the
      conditions previously identified as material weaknesses in the disclosure
      controls and procedures?

      Response

      As noted in our response to comments number 5, the Company misstated its
      belief as to its disclosure controls and procedures. Accordingly, the
      Company has determined that its disclosure controls and procedures were
      effective for the year ended December 31, 2004 and no corrective measures
      were therefore taken during the first quarter ending March 31, 2005.

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 l0-QSI3 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 3 1, 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.

      Response

      As noted in our response to com ments number 5, the Company misstated its
      belief as to its disclosure controls and procedures. Accordingly, the
      Company has determined that its disclosure controls and procedures were
      effective for the year ended December 31, 2004 and no corrective measures
      were therefore taken during the first quarter ending March 31, 2005.

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      In connection with the foregoing responses we hereby acknowledge the
following on behalf of the Company:

      o     The Company is responsible for the adequacy and accuracy of the
            disclosure in the filing;

      o     Staff comments or changes to disclosure in response to staff
            comments in the filings reviewed by the staff do not foreclose the
            Commission from taking any action with respect to the filing; and

      o     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.

                                       ***

      Should you have any further questions, please do not hesitate to contact
the undersigned at 646-810-2179

                                        Sincerely,

                                        /s/ Yoel Goldfeder
                                        ----------------------------------------
                                        Yoel Goldfeder

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