August 14, 2000
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Mr. Hugh Fuller
Re: California Software Corporation
Registration Statement on Form SB-2
Filed: June 14, 2000
File No.: 333-39328
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as
amended, California Software Corporation, a Nevada corporation
(the "Company") hereby applies for the withdrawal of its
previously filed Registration Statement on Form SB-2 (File No.
333-39328) (the "Registration Statement") relating to its common
stock.
Due to the fact that the Company must restate its earnings
in its financial statements included in the Registration
Statement, it has elected not to proceed with the offering of
such shares as contemplated by the Registration Statement. It
requests that the Securities and Exchange Commission consent to
this application on the grounds that withdrawal of the
Registration Statement is consistent with the public interest and
the protection of investors, as contemplated by paragraph (a) of
said Rule 477. No sales of the Company's shares of common stock
have been made or will be made under the Registration Statement.
Sincerely,
California Software Corporation
By: /s/ Carol Conway
Name: Carol Conway
Title: President
cc: Thomas J. Crane, Esq.
