January 10, 2001
VIA TELECOPIER AND EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549-0305
Attention: Letty G. Lynn
Re: Lifen, Inc.-
Application for Withdrawal of Registration Statement
on Form 10-SB (File Number 0-31963) filed on November 16,
2000
Dear Ms. Lynn:
Lifen, Inc. ( the "Company") hereby makes application to withdraw
the Registration Statement on Form 10-SB, including all exhibits
thereto ( File Number 0-31963), filed with the Securities and
Exchange Commission (the "Commission") on November 16, 2000 under
the Securities Exchange Act of 1934 (the "Act"), as amended. This
application is made pursuant to Section 12 (g) (1) of the Act.
The Commission has not declared the Registration Statement
effective.
The Company's reason for withdrawing the Registration Statement
is to prevent the Registration Statement from automatically
becoming effective by lapse of time within sixty ( 60) days of
the date originally filed. We are concerned that with the
impending go effective date, we (and the staff) will not have
enough time to clear all outstanding comments on the Registration
Statement with the Commission before the deadline. The Company
intends to file a new registration statement that addresses all
of the Commission's comments as soon as practicable.
Please contact the undersigned at (212) 750-7878 if there are any
questions.
Sincerely yours,
LIFEN, INC.
By: /s/ Robert Gordon
_______________
Robert Gordon
President
