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[goracing.com(TM) LETTERHEAD]
January 3, 2000
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: goracing.com, inc. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1
FILE NO. 333-82315
Ladies and Gentlemen:
Pursuant to Rule 477 of the General Rules and Regulations under the
Securities Act of 1933, the Company hereby applies for an order granting the
withdrawal of its Registration Statement on Form S-1 (File No. 333-82315),
together with all exhibits. The Registration Statement was originally filed
with the Commission on July 6, 1999.
Pursuant to the Registration Statement, the Company proposed to register
shares of its Class A Common Stock, $.0001 par value per share, with a proposed
maximum aggregate offering price of $80.0 million for issuance to the public.
The Company has decided not to proceed with the offering at this time. No
securities have been sold under the Registration Statement and all activity in
pursuit of the offering has been discontinued.
The Company requests that the Commission issue an order granting the
withdrawal of the Registration Statement effective as soon as possible. If you
have any questions, please do not hesitate to call the undersigned at (480)
636-7256, or our counsel, Robert S. Kant, Esq., at (602) 263-2300.
Sincerely,
goracing.com, inc.
By: /s/ Dean A. Jargo
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Dean A. Jargo
Its: Chief Financial Officer
