[USA Finance, Inc. Letterhead]
August 21, 1998
Mr. Richard K. Wulff, Chief
Securities and Exchange Commission
Office of Small Business
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: USA Finance, Inc.
Form SB-2 filed January 22, 1997
File No. 333-21115
Dear Mr. Wulff:
We are in receipt of your July 6, 1998 correspondence to Stephen E.
Michaelson, the former Chief Executive Officer of USA Finance, Inc. (the
"Company") with respect to the above-referenced matter. For the reasons
explained below, the Company hereby makes application to withdraw the
above-referenced Registration Statement pursuant to Rule 477 under the
Securities Act of 1933, as amended (the "Securities Act"). No shares being
registered under the Registration Statement were being offered for the account
of the Company.
On or about March 30, 1998, the Company and each of its subsidiaries filed
a Voluntary Petition with the United States Bankruptcy Court for the District of
Delaware seeking relief under the provisions of Chapter 11 of Title XI of the
United States Code. Inasmuch as the Company is currently undergoing an orderly
liquidation, there is no need to update the Registration Statement. Accordingly,
the Company believes that it is in the best interest of the Company, its
stockholders and creditors not to incur the expenses required to update the
Registration Statement and to simply withdraw the Registration Statement.
Very truly yours,
By: /s/ Carrie Sommer
-------------------------
Carrie Sommer
President
USA Finance, Inc.
VAV/kmc
cc: Donald J. Rinehart, Esquire
Vincent A. Vietti, Esquire
(215) 665-3860
