SecProbe.io

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						July 26, 2005

Mail Stop 4561

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

	Re:	Verso Technologies, Inc.
		Registration Statement on Form S-3
		Filed June 29, 2005
		File No. 333-126223

Dear Mr. Odom:

	This is to advise you that we have limited our review of the
above-referenced filing to the matters addressed in the comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  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.

Where You Can Find More Information, page 8
1. Please revise this section to include the Form 8-K you filed on
July 8, 2005 and ensure that your future amendments are updated to
include all filings that are required to be incorporated by
reference
and are made prior to effectiveness.  See Interp. H.69 of the July
1997 CF Manual of Publicly Available Telephone Interpretations.

Selling Shareholders, page 13
2. Please note that disclosure regarding all material transactions
with a selling shareholder that took place within the past three
years must be provided to conform to the requirements of Item 507
of
Regulation S-K.  In this regard, we note that while the exhibits
attached to the registration statement appear to indicate that the
shares being offered for resale were issued in connection with
your
acquisition of WSECI, Inc., your selling shareholders section
includes no such information.  Please ensure that your next
amendment
is revised to provide disclosure regarding the transactions by
which
the selling shareholders received the shares being offered for
resale.
3. It does not appear that any of the selling shareholders are
registered broker-dealers.  Please confirm.  Additionally, if any
of
the selling shareholders are affiliates of broker-dealers, please
disclose, and advise whether they received their shares in the
ordinary course of business and whether, at the time of
acquisition,
they had any understandings or arrangements with any other person,
either directly or indirectly, to distribute the shares.

* * * * *

      As appropriate, please amend your filing 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)
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
      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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Steven A. Odom
Verso Technologies, Inc.
July 26, 2005
Page 1

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