SecProbe.io

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April 29, 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.
	Pre-effective Amendment No. 1 to Form S-3
	Filed April 28, 2005
	File No. 333-123591

	Post-effective Amendment No. 2 to Form S-1 on Form S-3
	Filed April 28, 2005
	File No. 333-113579

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.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General
1. While we note your response to our prior comment 1 and the fact
that you used sales forecasts for the periods in which contingent
consideration may be earned to calculate the amount of contingent
consideration that may become payable, your response does not
indicate what the significance of the acquisition was after taking
into account such contingent consideration.  In this regard, we
note
that in calculating the significance of an acquisition, you should
include all contingent consideration as part of the total
investment
in the acquiree unless the likelihood of its payment is remote.
Accordingly, please tell us what the significance of the WSECI
acquisition was to the Company based on your total investment,
including contingent consideration.
2. We note that your redlined copies filed on EDGAR do not appear
to
properly identify all changes made to the above-referenced
registration statements.  Please advise that no material changes
were
made to the registration statements other than in response to our
comments.
* * * * *

      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 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)
551-3482 or Sara Kalin at (202) 551-3454.  If you require
additional
assistance you may contact the undersigned, at (202) 551-3730.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Lori A. Gelchion, 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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