SecProbe.io

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Mail Stop 4-6

April 26, 2005

Mr. Brian Bonar
Chief Executive Officer
Dalrada Financial Corporation
9449 Balboa Avenue, Suite 211
San Diego, California 92123

Re:	Dalrada Financial Corporation
	Amendment No. 1 to Registration Statement on Form SB-2
	File No. 333-120019

      Form 10-KSB for the fiscal year ended June 30, 2004
      Form 10-QSB for the fiscal quarter ended December 31, 2004
	File No. 0-12641

Dear Mr. Bonar:

      We have reviewed your filings and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.   Feel free to call us at the telephone
numbers
listed at the end of this letter.

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.

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.

Signatures

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.

Form 10-KSB for the fiscal year ended June 30, 2004

Item 8A. Controls and Procedures

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.

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).

Form 10-QSB for the fiscal quarter ended December 31, 2004

Item 3. Controls and Procedures

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.

*              *              *              *

      As appropriate, please amend your registration statement and
Exchange Act filings, as required, in response to these comments.
Responses to our comments or your Exchange Act filings should be
provided un within 10 business days of the date of this letter.
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 supplemental 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.

      You may contact Lisa Mitrovich at (202) 942-1836 if you have
questions or comments on the financial statements and related
matters.  Please contact Daniel Lee at (202) 942-1871 with any
other
questions.  If you need further assistance, you may contact me at
(202) 942-1800.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile
	Owen Naccarato, Esq.
	Naccarato & Associates
	19600 Fairchild, Suite 260
	Irvine, California 92612
	Telephone:  (949) 851-9261
	Facsimile:  (949) 851-9262

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