LETTER 1 filename1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4561 January 19, 2006 C. Harril Whitehurst, Jr. Chief Financial Officer Village Bank & Trust Financial Corp. 1231 Alverser Drive P.O. Box 330 Midlothian, Virginia 23113 Re: Village Bank & Trust Financial Corp. Form 10-KSB for the Fiscal Year Ended December 31, 2004 Forms 10-Q for the Fiscal Quarters Ended March 31, 2005, June 30, 2005 and September 30, 2005 File No. 0-50765 Dear Mr. Whitehurst: We have reviewed your response dated December 27, 2005 to our comment letter dated December 13, 2005. We have completed our review of your Form 10-KSB and related filings and have no further comments at this time. Sincerely, Joyce Sweeney Accounting Branch Chief ?? ?? ?? ?? C. Harril Whitehurst, Jr. Village Bank & Trust Financial Corp 1/19/2006 Page 3 of 1 3