Richard Wulff, Chief
Office of Small Business Review
December 17, 1999
Page 1
PAYSTAR COMMUNICATIONS CORPORATION
1110 West Kettleman Lane
Suite 48
Lodi, CA 95240
(209) 339-0484
July 17, 2000
Richard Wulff, Chief
Office of Small Business Review
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re: PayStar Communications Corporation (the "Company")
Form SB-2
File No. 333-93919
Dear Mr. Wulff:
Pursuant to Rule 477(a) of Regulation C, the Company hereby applies for
an order granting the immediate withdrawal of its registration statement on
Form SB-2 (File No. 333-93919), together with all exhibits and amendments
thereto. The registration statement was originally filed with the Securities
and Exchange Commission on December 30, 1999, and amended on February 24,
2000, May 3, 2000, and May 11, 2000. The effective date of the registration
statement was May 12, 2000.
The Company had proposed to offer and sell 5,500,000 shares of Series A
Preferred Stock to the public for $2.00 per share. The reason for the request
for withdrawal is the Company's belief that the window of opportunity to sell
the preferred shares in the offering has passed. The Company is also having
difficulty registering the sale of the preferred shares in the states in which
it intended to do so. The registration statement also registered 15,000
shares for resale by a selling shareholder. The offering by the Company was
to have been self-underwritten. No securities have been sold under the
registration statement and no selling efforts were made by the Company or the
selling shareholder. No preliminary prospectuses were delivered to
prospective investors by the Company or the selling shareholder.
Accordingly, we hereby request that an order granting withdrawal of the
registration statement be issued by the Securities and Exchange Commission as
soon as possible.
Sincerely,
/s/ Jeff McKay, President
cc: Ronald N. Vance, Esq.
Donald J. Rinehart, Reviewer
