SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
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<PAGE>

                          DALRADA FINANCIAL CORPORATION
                          9449 Balboa Avenue, Suite 211
                           San Diego, California 92123
                   Office: (858) 277-5300 Fax: (858) 277-5379
--------------------------------------------------------------------------------

March 25, 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
         Registration Statement on Form SB-2
         Filed October 28, 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
November 24, 2004.

GENERAL

1.       PLEASE ADVISE OF YOUR INTENTIONS WITH RESPECT TO YOUR FORM S-2 (FILE
         NO. 333-55874), WHICH WAS INITIALLY FILED IN FEBRUARY 2001.

         We would like to withdraw this filing.

REGISTRATION STATEMENT ON FORM SB-2 FILED OCTOBER 28, 2004

Prospectus Cover
----------------

2.       PLEASE LIMIT THE COVER PAGE TO THE INFORMATION THAT IS REQUIRED BY ITEM
         501 OF REGULATION S-B AND OTHER INFORMATION THAT IS KEY TO AN
         INVESTMENT DECISION. YOUR COVER PAGE CONTAINS DETAILED INFORMATION THAT
         IS DISCLOSED ELSEWHERE IN YOUR PROSPECTUS, SUCH AS DISCLOSURE REGARDING
         CONVERSION RESTRICTIONS ON THE RIGHTS OF THE CONVERTIBLE DEBENTURE
         HOLDERS AS WELL AS THE FACT THAT YOUR STOCK IS CONSIDERED TO BE "PENNY
         STOCK.' FOR ADDITIONAL GUIDANCE, PLEASE REFER TO RULE 421(D) OF
         REGULATION C.

                                       1
<PAGE>

         Prospectus Cover page revised.

3.       PLEASE PROVIDE US WITH THE CALCULATIONS FOR THE NUMBER OF SHARES
         ISSUABLE UPON CONVERSION OF THE CONVERTIBLE DEBENTURES AT AN ASSUMED
         PRICE OF $.007. FOR EXAMPLE, THE $225,000 CONVERTIBLE DEBENTURE WOULD
         APPEAR TO CONVERT TO 32,142,857 SHARES OF COMMON STOCK AT THE
         CONVERSION PRICE OF $.007 RATHER THAN 64,295,714.

Please see below table.

<TABLE>
                                             Convertible    Conversion       Reserve           Sub         Warrants        Total
                                                Note         $0.0070         100.00%          Total                        Shares
<S>                                           <C>           <C>             <C>             <C>            <C>           <C>
Alpha Capital Aktiengesellschaft              $225,000      32,142,857      32,142,857      64,285,714     4,500,000     68,785,714

Gamma Opportunity Capital Partners LP         $225,000      32,142,857      32,142,857      64,285,714     4,500,000     68,785,714

Longview Fund, LP                             $200,000      28,571,429      28,571,429      57,142,857     4,000,000     61,142,857

Stonestreet Limited Partnership               $150,000      21,428,571      21,428,571      42,857,143     3,000,000     45,857,143

      Totals                                  $800,000     114,285,714     114,285,714     228,571,429    16,000,000    244,571,429
</TABLE>

Risk Factors
------------

The Issuance of the Shares in this Offering, Plus the Existing Outstanding
--------------------------------------------------------------------------
Convertible Notes, Will Result in Dilution, p.11
------------------------------------------------

4.       PLEASE REVISE YOUR DISCLOSURE TO PRESENT IN TABULAR FORM THE NUMBER OF
         SHARES THAT MAY BE ISSUED UPON CONVERSION OF THE DEBENTURES AT VARIOUS
         MARKET PRICES. PLEASE CONSIDER USING EXAMPLE MARKET PRICES THAT ARE
         REFLECTIVE OF CURRENT MARKET PRICES. PLEASE SUPPLEMENTALLY INFORM US
         WHY YOUR CURRENT DISCLOSURE IN THIS RISK FACTOR REFLECTS CONVERSIONS AT
         50 PERCENT AND 25 PERCENT OF MARKET PRICE. YOUR PRIOR DISCLOSURE
         INDICATES THAT THE CONVERTIBLE DEBENTURES ARE CONVERTIBLE AT THE LESSER
         OF (1) $.02 PER SHARE OR (2) 70 PERCENT OF THE AVERAGE OF THE THREE
         LOWEST CLOSING BID PRICES PER SHARE FOR THE 6O DAYS PRIOR TO
         CONVERSION.

         a)       Presentation has been revised into tabular form using a
                  current market price.
         b)       Conversions at 25%, 50% and 75% below market gives the
                  investor a idea of how many shares may actually hit the market
                  over a period of time if the stock price continues to go down.

                                       2
<PAGE>

Executive Compensation
----------------------

5.       PLEASE PRESENT THE INFORMATION IN YOUR SUMMARY COMPENSATION TABLE IN
         ACCORDANCE WITH ITEM 402(B) OF REGULATION S-B. FOR EXAMPLE, WE DO NOT
         UNDERSTAND WHAT THE COLUMNS "OPTIONS/SALARY," "OTHER" AND SARS"
         ENCOMPASS. FROM YOUR OPTION GRANT TABLE, IT APPEARS THAT MR. BONAR
         RECEIVED 7 MILLION OPTIONS IN 2004, BUT THESE ARE NOT REFLECTED IN THE
         SUMMARY COMPENSATION TABLE. PLEASE ADVISE OR REVISE.

         Revised -

Security Ownership
------------------

6.       PLEASE UPDATE YOUR OWNERSHIP INFORMATION TO A MORE RECENT DATE THAN
         JUNE 7, 2004.

         Ownership figures have been updated.

Selling Security Holders
------------------------

7.       PLEASE PROVIDE A MATERIALLY CONCISE AND COMPLETE DISCUSSION OF THE
         TRANSACTIONS BY WHICH THE SELLING SECURITY HOLDERS RECEIVED THEIR
         SHARES TO BE RESOLD. SEE ITEM 507 OF REGULATION S-B. THIS INFORMATION
         IS HELPFUL FOR US IN EVALUATING THE RESALE TRANSACTION THAT YOU PROPOSE
         TO REGISTER. ENSURE THAT YOU CLEARLY EXPLAIN THE CONVERSION TERMS OF
         THE CONVERTIBLE DEBENTURES AND CONSIDER PROVIDING A SAMPLE CONVERSION
         OF THE DEBENTURES BASED UPON A RECENT MARKET PRICE. ALSO, ADDRESS HOW
         THE ISSUANCE OF COMMON STOCK PURSUANT TO THE DEBENTURES IS AFFECTED BY
         THE 9.99 PERCENT CONTRACTUAL RESTRICTION.

         Disclosure added.

Financial Statements
--------------------

8.       PLEASE INCLUDE FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30,
         2004 IN YOUR REGISTRATION STATEMENT. PLEASE SEE ITEM 310(G) OF
         REGULATION S-B.

         Updated for December, 2004 financials

9.       WE UNDERSTAND THAT THE RESULTS OF GREENLAND CORPORATION ARE INCLUDED IN
         YOUR CONSOLIDATED RESULTS OF OPERATIONS FROM THE DATE OF ACQUISITION
         (JANUARY 14, 2003) THROUGH MARCH 1, 2004. WE FURTHER UNDERSTAND THAT
         OUTSTANDING COMMENTS ADDRESSED TO THOMAS J. BEENER DATED JANUARY 26,
         2004 RELATING TO THE FINANCIAL STATEMENTS OF GREENLAND CORPORATION HAVE
         NOT BEEN ADDRESSED. WE WILL NOT BE ABLE TO COMPLETE OUR LIMITED REVIEW
         OF YOUR FINANCIAL STATEMENTS UNTIL THE OUTSTANDING COMMENTS RELATING TO
         GREENLAND CORPORATION HAVE BEEN RESOLVED.

         Comments follow this document.

                                       3
<PAGE>

10.      HELP US UNDERSTAND WHY IT IS APPROPRIATE FOR YOU TO PRESENT THE RESULTS
         OF OPERATIONS OF GREENLAND CORPORATION AS DISCONTINUED OPERATIONS. IN
         THIS REGARD, WE UNDERSTAND THAT YOU CONTINUE TO HOLD APPROXIMATELY 19
         MILLION SHARES OF GREENLAND CORPORATION, OR SLIGHTLY 20% PERCENT OF
         GREENLAND'S ISSUED AND OUTSTANDING SHARES. TELL US HOW YOU MEET THE
         CRITERIA IN PARAGRAPH 42 OF SFAS 144 FOR PRESENTATION AS DISCONTINUED
         OPERATIONS, SINCE IT APPEARS THAT YOU HAVE SIGNIFICANT CONTINUING
         INVOLVEMENT IN THE OPERATIONS OF GREENLAND. ALSO, CLARIFY HOW YOU ARE
         ACCOUNTING FOR APPROXIMATELY 19 MILLION SHARES OF GREENLAND THAT YOU
         CONTINUE TO HOLD. SINCE YOU CONTINUE TO HOLD APPROXIMATELY 20 PERCENT
         OF GREENLAND'S ISSUED AND OUTSTANDING SHARES, JUSTIFY AND EXPLAIN WHY
         YOU ARE NOT APPLYING THE EQUITY METHOD OF ACCOUNTING. PLEASE REFER TO
         PARAGRAPH 17 OF APB 18.

         Greenland was presented as a discontinued operation since the
         operations and cash flows of Greenland have been eliminated from those
         of Dalrada and Dalrada will have no continuing involvement in the
         operations of Greenland. There were some differences of opinion between
         the management of Dalrada and Greenland regarding the future direction
         of Greenland. It was determined that the best way to resolve these
         differences was for Dalrada to dispose of its interest in Greenland and
         let Greenland's management take full control. As a result of this
         disposition, all of officers/directors/employees of Dalrada that held
         position with Greenland resigned their position immediately and
         management control and control of the board of directors were turned
         over to Greenland's management. As part of the disposal, Dalrada
         retained approximately 19 million shares of Greenland's common stock
         (approx 16.8% as of 9/30/04). Dalrada is accounting for these shares
         using the cost method. In computing the gain on disposition of
         Greenland, Dalrada valued these 19 million shares at $0. (valuing the
         shares at a higher amount would have resulted in the gain on
         disposition of Greenland to increase).

         Dalrada determined the value of these shares to be $0 based on:

                  o        the illiquidity of Greenland's common stock,
                  o        the Rule 144 holding period, and
                  o        the extremely low per share price of the stock
                           (below $0.01)

         It was Dalrada's original intent to retain ownership in some of
         Greenland's common stock so that it could sell the shares in the open
         market for cash once the Rule 144 holding period expired. If Dalrada is
         able to sell these shares, it will recognize a gain at that time,
         however it is unlikely that these shares will ever be registered or the
         restriction will be lifted due to Greenland's adversarial position to
         Dalrada.

Signatures
----------

11.      PLEASE INDICATE WHO IS SIGNING IN THE CAPACITY OF THE CONTROLLER OR
         PRINCIPAL ACCOUNTING OFFICER. PLEASE SEE INSTRUCTIONS TO FORM SB-2.

         Randall Jones.

Exhibits
--------

12.      WE ARE UNABLE TO LOCATE THE SECURITIES PURCHASE AGREEMENT RELATING TO
         THE $800,000 IN CONVERTIBLE DEBENTURES. PLEASE ADVISE.

                                       4
<PAGE>

         The Subscription Agreement was filed as Exhibit 10(I) with the Form
         10QSB on February 17, 2004. It is referenced as Document 11 - File -
         doc10.txt under the Form 10QSB filing on the SEC.Gov website.

FORM 10KSB FOR THE FISCAL YEAR ENDED JUNE 30, 2004

Item 8A. Controls and Procedures
--------------------------------

13.      YOUR EFFECTIVENESS ANALYSIS APPEARS TO BE NARROWER THAN THAT WHICH IS
         PRESCRIBED BY RULE 13A-15 OF THE SECURITIES EXCHANGE ACT. IN THIS
         REGARD, YOUR ANALYSIS APPEARS TO BE RESTRICTED TO THE EFFECTIVENESS OF
         YOUR CONTROLS IN CONNECTION WITH "MATERIAL" INFORMATION. PURSUANT TO
         RULE 13A-15(C) OF THE SECURITIES EXCHANGE ACT, DISCLOSURE CONTROLS AND
         PROCEDURES APPLIES TO "INFORMATION REQUIRED TO BE DISCLOSED" WITHOUT
         REFERENCE TO MATERIALITY. PLEASE REVISE. IN THIS REGARD, WE NOTE THAT
         YOUR ITEM 3 DISCLOSURE IN YOUR FROM 10QSB FOR THE QUARTER ENDED
         SEPTEMBER 30, 2004 APPEARS TO COMPORT WITH RULE 13A-15.

         Item 3 has been revised.

Sincerely,

/s/ Brian Bonar
-----------------
Brian Bonar
Chief Executive Officer

                                       5
<PAGE>

                          DALRADA FINANCIAL CORPORATION
                          9449 Balboa Avenue, Suite 211
                           San Diego, California 92123
                   Office: (858) 277-5300 Fax: (858) 277-5379
--------------------------------------------------------------------------------

March 23, 2005

Daniel Lee
Attorney-Advisor
Division of Corporate Finance
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.  Mail Stop _____
Washington, D.C. 20549-0405

Re:      Greenland Corporation
         Registration Statement on Form SB-2
         Filed December 18, 2003
         File No. 333-222334

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
January, 2004. It is understood that these responses are from Dalrada Financial
corporation and relate to how Greenland is reflected in or affects Dalrada's
consolidated financials and do not represent responses by Greenland Corporation.

GENERAL COMMENTS ON YOUR FILING
-------------------------------

1. WE NOTE THAT YOU HAVE FILED RULE 12B-25 EXTENSION WITH NEARLY EVERY PERIODIC
REPORT SINCE YOU BECAME PUBLIC IN 1993. PLEASE SUPPLEMENTALLY ADVISE US OF THE
STEPS YOU HAVE TAKEN OR WILL TAKE TO ENSURE COMPLIANCE WITH EXCHANGE ACT SECTION
13(B), SECTION 404 TO THE SARBANES-OXLEY ACT OF 2002, ITEMS 307 AND 308 TO
REGULATION S-K.

This would be a Greenland response.

2. THE TERMS AND CONDITIONS TO YOUR OCTOBER 2003 SUBSCRIPTION AGREEMENT IS
UNCLEAR. SIGNIFICANTLY REVISE THROUGHOUT TO HIGHLIGHT IN DETAIL THE SALIENT
TERMS OF YOUR PRIVATE PLACEMENT. IN PARTICULAR, PROVIDE GREATER DETAIL TO THE
METHOD FOR CONVERTING THE SECURITIES INTO COMMON, PARTICULARLY REGISTERED COMMON
SHARES. WILL IT BE ON A SET SCHEDULE AT A PRE-DESCRIBED AMOUNT? WE WILL HAVE
FURTHER COMMENT ONCE YOU PROVIDE GREATER DETAIL. WE NOTE THE BREVITY OF YOUR
DESCRIPTION ON PAGES 7 AND 36.

                                       6
<PAGE>

This would be a Greenland response.

COVER PAGE
----------

3. REVISE YOUR COVER PAGE TO USE BULLETS AND/OR TABLES. FOR EXAMPLE, THE
INTRODUCTORY PARAGRAPH CAN BE REVISED TO MORE CLEARLY CONVEY THE IDENTITY OF THE
SELLING STOCKHOLDERS AND THE NUMBER OF SHARES EACH PARTY MAY RESELL.

This would be a Greenland response.

4. DISCLOSE THE PERCENTAGE OF SHARES 126 MILLION REPRESENTS AS COMPARED TO THAT
OUTSTANDING AND/OR PUBLIC FLOAT.

This would be a Greenland response.

PROSPECTUS SUMMARY - PAGE 5
---------------------------

         Greenland Corporation - page 5
         ------------------------------

5. YOUR EXPLANATION OF YOUR BUSINESS IS COMPLEX AND DIFFICULT TO UNDERSTAND.
PLEASE SIGNIFICANTLY REVISE TO EXPLAIN THE HISTORY OF THE COMPANY, WITH
PARTICULAR EMPHASIS PLACED ON HOW THE PRIOR TRANSACTION RELATED TO YOUR CURRENT
BUSINESS PLAN AND THE JUSTIFICATION FOR EACH SIGNIFICANT TRANSACTION. WE NOTE
THAT YOU CHANGED BUSINESS PLANS AS WELL AS OWNERSHIP A NUMBER OF TIMES SINCE
1986. WHY DID YOU ENGAGE IN EACH SIGNIFICANT TRANSACTION? IF PRIOR TRANSACTIONS
ARE UNIMPORTANT TO YOUR CURRENT BUSINESS PLAN, CONSIDER STREAMLINING YOUR
DISCLOSURE TO FOCUS ON WHAT IS CURRENTLY MATERIAL TO AN INVESTMENT DECISION.

This would be a Greenland response.

MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------

         Results of Operations - Page 20
         -------------------------------

6. PLEASE REVISE YOUR INTERIM COMPARATIVE DISCUSSION OF GROSS BILLING AND
WORKSITE PAYROLL COST TO BETTER REFLECT YOUR "NET" PRESENTATION. FOR INSTANCE,
IT IS NOT APPROPRIATE TO COMPARE THE GROSS BILLINGS FOR 2003 TO THE LACK OF
REVENUES IN 2002. CLEARLY PRESENT YOUR ACTUAL REVENUES FOR 2003 INSTEAD. DATA
FOR GROSS BILLING AND WORKSITE PAYROLL COST MAY BE DISCUSSED AS SUPPORT FOR THE
CHANGES IN ACTUAL REVENUES.

         a. Dalrada's June 10KSB showed that Greenland's revenues were
$5,211,000 for the period starting July 1, 2003 to February 29, 2004, and were
$400,000 for the period January 14, 2003 to June 30, 2003. The results of
operations of Greenland have been reported separat