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AMERICAN FAMILY HOLDINGS, INC.
4220 Von Karman Avenue, Suite 110
Newport Beach, California 92660
August 3, 1998
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Family Holdings, Inc.
REGISTRATION STATEMENT ON FORM SB-2 (FILE NO. 333-44199)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated by the Commission pursuant to
the Securities Act of 1933, as amended, American Family Holdings, Inc. hereby
applies to withdraw its registration statement on Form SB-2 (File 333-44199).
We have determined to withdraw this registration statement as a part of the
restructuring of the transaction proposed in our registration statement on
Form S-4 (File No. 333-37161). We have determined that the registration of
the additional securities as originally contemplated in the Form SB-2 filing
is no longer necessary or in the best interests of the company.
We do not believe that the withdrawal of the registration
statement will in any way compromise the public interest or result in a
reduction in the protection of investors.
We therefore respectfully request that the Commission consent
to our proposed withdrawal of the above registration statement on Form SB-2.
If you any questions, please contact our counsel, David R.
Decker, at 213-430-3312 or the undersigned at 1-800-548-0050.
Very truly yours,
AMERICAN FAMILY HOLDINGS, INC.
By /s/ David G. Lasker
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David G. Lasker, President
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