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[LAW OFFICE OF GREGORY BARTKO LETTERHEAD]
December 8, 2000
Richard K. Wulff, Assistant Director
Office of Small Business
Division of Corporation Finance, Mail Stop 3-4
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ColorSmart.com, Inc.
Registration Statement on Form SB-2
File No. 333-92191
Dear Mr. Wulff:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, ColorSmart.com, Inc. (the "Company") hereby applies for an order
granting the immediate withdrawal of its registration statement on Form SB-2
(File No. 333-92191), together with all exhibits and amendments thereto. The
registration statement was originally filed with the Securities and Exchange
Commission on December 6, 1999, and amended on December 29, 1999, February 23,
2000, and May 17, 2000.
The reasons for the request for withdrawal are the restructuring of the
acquisitions described in the registration statement and the Company's
termination of its underwriting agreement with Nutmeg Securities, Ltd. No
securities have been sold under the registration statement and no selling
efforts were made by the underwriter. No preliminary prospectuses were delivered
to prospective investors by the underwriter or the Company.
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/ Gregory Bartko
Gregory Bartko, Esq.
Cc: Roger Finchum, Sr.
Bill Underhill
A. Jared Silverman, Esq.
Edward H. Burnbaum, Esq
Arthur Marcus, Esq.
