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[LETTERHEAD OF FREEI NETWORKS, INC.]
October 2, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Johanna Losert
Freei Networks, Inc.
Registration Statement on Form S-1, File No. 333-33812
Application for Withdrawal
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Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, the undersigned registrant (the "Registrant") hereby applies for an
Order granting the immediate withdrawal of its Registration Statement on Form
S-1, together with all exhibits and amendments thereto, Commission File No.
333-33812 (collectively, the "Registration Statement"). The Registration
Statement was originally filed with the Commission on March 31, 2000.
In light of current market conditions, the Registrant has determined not
to proceed with the public offering contemplated by the Registration
Statement at this time. No securities have been sold pursuant to the
Registration Statement. The Registrant hereby also withdraws its request for
confidential treatment with the understanding that the information for which
confidential treatment was requested will not become publicly available.
Accordingly, we hereby respectfully request that an Order granting the
withdrawal of the Registration Statement be issued by the Commission as soon
as reasonably possible. If you have any questions regarding the foregoing
application for withdrawal, please contact Laura A. Bertin or Mark F.
Worthington at Summit Law Group, legal counsel to the Registrant, at (206)
281-9881.
Sincerely,
Freei Networks, Inc.
/s/ Robert McCausland
Robert McCausland
President and Chief Executive Officer
cc: Summit Law Group
Cary K. Hyden, Esq.
Scott Starbird
