SecProbe.io

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April 20, 2005

Mail Stop 4-6

Steven A. Odom
Chairman of the Board and Chief Executive Officer
400 Galleria Parkway
Suite 300
Atlanta, GA 30339

Re:	Verso Technologies, Inc.
	Registration Statement on Form S-3
	Filed March 25, 2005
	File No. 333-123591

	Post-effective Amendment No. 1 to Form S-1 on Form S-3
	Filed April 6, 2005
	File No. 333-113579

	Form 10-K for the fiscal year ended December 31, 2004
	File No. 1-15531

Dear Mr. Odom:

	This is to advise you that we have limited our review of the
above-referenced filings to the matters addressed in the comments
below.  Where indicated, we think you should revise your filings
in
response to these comments.  With respect to the comment regarding
your 2004 Form 10-K, your response should be provided as soon as
possible and not later than May 3, 2005.  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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	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 filing.
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.

REGISTRATION STATEMENT ON FORM S-3

General
1. We note that you completed the acquisition of WSECI, Inc. on
March
31, 2005 and that you determined that the acquisition did not
involve
a significant amount of assets and was not required to be
disclosed
under Item 2.01 of Form 8-K.  Please tell us whether you
considered
the contingent consideration in making your significance
determination.
2. We have issued comments related to your pending confidential
treatment request concurrently with this letter.  Please note that
your registration statement will not be declared effective until
all
comments on both the registration statement and the confidential
treatment request have been cleared.
Where You Can Find More Information
3. We note that you filed Forms 8-K on April 18, 2005 and April 6,
2005, subsequent to your filing of this registration statement.
Please ensure that your next amendment is updated to incorporate
by
reference these Forms 8-K, as well as any other applicable filings
you make in the interim.  See Item 12 of Form S-3 and
interpretation
H.69 of our July 1997 Manual of Publicly Available Telephone
Interpretations for additional guidance.

Legal Opinion
4. We note that your counsel has assumed that the substantive laws
of
the State of Minnesota are identical to the substantive laws of
the
State of Georgia.  This is an inappropriate assumption to make in
rendering a legal opinion required by Item 601(b)(5) of Regulation
S-
K.  Please revise accordingly.  Additionally, counsel is generally
not permitted to opine on the laws of a state in which it is not
admitted to practice if the opinion refers to counsel`s expertise
on
the laws of another state, other then Delaware.  Accordingly, your
next amendment should either include a legal opinion issued by
counsel licensed to practice in Minnesota or include no reference
to
the laws of Georgia or any state other then Minnesota.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
Controls and Procedures
5. We note that your chief executive officer and chief financial
officer concluded that your controls and procedures are effective
"in
alerting them on a timely basis to material information... ."
This
text suggests that the disclosure controls and procedures that
were
evaluated by your chief executive officer and principal financial
officer were narrower than the disclosure controls and procedures
defined by paragraph (e) of Rule 13a-15, which indicates that
disclosure controls and procedures should be designed not just to
alert management on a timely basis to material information, but to
ensure that information required to be disclosed is "recorded,
processed, summarized and reported," within the time periods
specified in the Commission`s rules and forms.  Accordingly,
please
confirm, if true, that the disclosure controls and procedures
evaluated by management complied with the terms of Rule 13a-15(e)
and
ensure that your disclosure in future filings either unambiguously
states that your controls and procedures are effective or provides
the complete definition contained in Rule 13a-15(e).

POST-EFFECTIVE AMENDMENT FILED APRIL 6, 2005
6. Please note that your post-effective amendment will not be
declared effective until all of the comments above have been
cleared.

* * * * *

      As appropriate, please amend your filings 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 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.

      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.

	If you have any questions, please call Adam Halper, at (202)
824-5523 or Sara Kalin at (202) 942-2986.  If you require
additional
assistance you may contact the undersigned, at (202) 942-1800.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Robert C. Hussle, Esq.
	Rogers & Hardin LLP
	2700 International Tower
	229 Peachtree St., NE
	Atlanta, GA 30303
	Telephone: (404) 522-4700
	Facsimile:  (404) 525-2224

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