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                               UNITED  STATES


                           WASHINGTON,  D.C.  20549

                                  FORM  15

       Certification  and  Notice  of  Termination  of  Registration  under
          Section  12(g)  of  the  Securities  Exchange  Act  of  1934  or
      Suspension  of  Duty  to  File  Reports  Under  Sections  13  and  15(d)
                  of  the  Securities  Exchange  Act  of  1934.

                                           Commission  File  No.  0-25483

                       WELLSPRING  INVESTMENTS,  INC.
           (Exact  name  of  registrant  as  specified  in  its  charter)

     610  Newport  Center  Drive,  Suite  800,  Newport  Beach,  CA,  92660
                             (949)  719-1977
       (Address,  including  zip  code,  and  telephone  number,  including
           area  code,  of  registrant's  principal  executive  office)

                       Common  Stock,  $0.0001  par  value
         (Title  of  each  class  of  securities  covered  by  this  Form)

       (Titles  of  all  other  classes  of  securities  for  which  a  duty
          to  file  reports  under  Section  13(a)  or  15(d)  remains)

     Please  place  an  X  in  the  box(es)  to  designate  the appropriate rule
provision(s)  relied  upon  to  terminate  or  suspend the duty to file reports:

       Rule  12g-4(a)(1)(i)      [X]        Rule  12h-3(b)(1)(i)      [_]
       Rule  12g-4(a)(1)(ii)     [X]        Rule  12h-3(b)(1)(ii)     [_]
       Rule  12g-4(a)(2)(i)      [_]        Rule  12h-3(b)(2)(i)      [_]
       Rule  12g-4(a)(2)(ii)     [_]        Rule  12h-3(b)(2)(ii)     [_]
                                            Rule  15d-6               [_]

     Approximate  number  of holders of record as of the certification or notice
date:  1

     Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934,
Wellspring  Investments,  Inc. has caused this certification/notice to be signed
on  its  behalf  by  the  undersigned  duly  authorized  person.

Date:     May  4,  2000            WELLSPRING  INVESTMENTS,  INC.

                                    By:/s/  M.  Richard  Cutler
                                    Name:  M.  Richard  Cutler
                                    Title:  President

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