May 9,
2005
VIA EDGAR
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Re:
Dalrada
Financial Corporation
Registration
Statement on Form S-2 (File No. 333-55874)
Ladies
and Gentlemen:
Pursuant
to Rule 477 Regulation C, promulgated under the Securities Act of 1933, as
amended, Dalrada Financial Corporation (the "Company") hereby applies for the
withdrawal of its Registration Statement on Form S-2 (File
No. 333-55874) filed February 20, 2001, together with all exhibits and
amendments thereto (the "Registration Statement").
The
Registration Statement was filed to register 22,000,000 shares of common stock
underlying $850,000 of convertible promissory notes bearing interest at the rate
of eight percent (8%) per annum, due December 12, 2003. The Registration
Statement is being withdrawn as a result of turnover in the Company’s personnel
and lack of funds to pay the outside attorney’s to complete the registration
process to become effective. No securities were sold or exchanged pursuant to
the Registration Statement.
The
Company requests that the Commission approve an order granting the withdrawal of
the Registration Statement as of the date hereof or at the earliest practical
date hereafter. Please issue an order granting withdrawal of the Registration
Statement and deliver by facsimile a copy of such order to the undersigned care
of Owen Naccarato, Esq. at (949) 851-9262.
If
you have any questions with regard to this application for withdrawal, please do
not hesitate to contact the undersigned at (858) 277-5300 or Owen M. Naccarato
at (949) 851-9261.
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Very
truly yours, |
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Dalrada
Financial Corporation |
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By: |
/s/ Brian
Bonar
Name:
Brian Bonar |
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Title:
Chief Executive Officer |