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DALRADA
FINANCIAL CORPORATION
9449
BALBOA AVENUE, SUITE 210
SAN
DIEGO, CA 92123
(858)
277-5300
September
10, 2007
VIA
EDGAR
Securities
and Exchange Commission
Judiciary
Plaza
450
Fifth
Street, N.W.
Washington
D.C. 20509
Re: Dalrada
Financial Corporation
Registration
Statement on Form
SB-2
File
No. 333-55874
Ladies
and Gentlemen:
In
accordance with Rule 477 promulgated
under the Securities Act of 1933, as amended, Dalrada Financial Corporation
(the
“Company”) hereby withdraws its Registration Statement on Form SB-2 (File No.
333-55874) that was originally filed with the Securities and Exchange Commission
on January 31, 2007 (the “Registration Statement”). The Company is
withdrawing the Registration Statement because it no longer has the convertible
debt outstanding from which the underlying common stock was being
registered. The debt was released in satisfaction of the investors
accepting certain collateral pursuant to an agreement entered into on or about
September 4, 2007. No securities were sold in connection with the
offering.
Sincerely,
Dalrada
Financial
Corporation
By: /s/
Brian
Bonar
-------------------------
Brian Bonar
Chief
Executive Officer