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5B TECHNOLOGIES CORPORATION
One Jericho Plaza
Jericho, NY 11753
December 4, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attention: Johanna Losert, Mail Stop 4-6
Mark Sherman, Mail Stop 4-6
Re: 5B TECHNOLOGIES CORPORATION:
REGISTRATION STATEMENT ON FORM S-3
FILE NO. 333-38360
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, 5B Technologies
Corporation (the "Company") hereby requests withdrawal of the Company's
Registration Statement on Form S-3, File No. 333-38360 (the "Registration
Statement") effective immediately. The Company has elected to withdraw the
Registration Statement, and file a separate registration statement on Form S-3,
as a result of the issues raised by the Securities and Exchange Commission
during the comment process. No offers or sales of the Issuer's common stock were
made pursuant to the Registration Statement.
Sincerely,
5B TECHNOLOGIES CORPORATION
By: /s/ Anthony Fernandez
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Anthony Fernandez
Vice President- Finance
