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CompGeeks, Inc.
2370 Oak Ridge Way
Vista, CA 92083
(760) 734-3681
December 17, 1999
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: CompGeeks, Inc. (File No. 333-79601)
Form RW - Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of
1933, as amended, CompGeeks, Inc., a Delaware corporation (the "Registrant")
hereby applies for an order granting the immediate withdrawal of its
Registration Statement on Form S-1, File No. 333-79601, together with all
exhibits and amendments thereto (the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission on
May 28, 1999 and amended on July 19, 1999 and November 10, 1999.
Pursuant to the Registration Statement, the Registrant proposed
to register an aggregate of 5,750,000 shares of its Common Stock, $0.001 par
value per share (the "Shares"), for issuance to the public. The Registrant
believes that the terms obtainable in the marketplace at this time are not
sufficiently attractive to warrant proceeding with the sale of the Shares and
that completing a discretionary financing on unfavorable terms would not be in
the best interests of the Registrant or its stockholders at this time. No
securities have been sold under the Registration Statement and no activity in
pursuit of this offering has taken place since November 10, 1999. Accordingly,
we hereby request that an order granting the withdrawal of the Registration
Statement be issued by the Securities and Exchange Commission as soon as
possible.
Should you have any questions regarding this matter, please do
not hesitate to contact the undersigned, or Michelle Lara, Esq. of Brobeck,
Phleger & Harrison LLP, legal counsel to the Registrant, at (619) 699-2220.
Sincerely,
CompGeeks, Inc.
By: /s/ Frank Segler
--------------------------------
Frank Segler,
Chief Executive Officer
