<PAGE>
October 3, 2000
Via Facsimile
Securities and Exchange Commission
Division of Corporate Finance
Attn: Secretary SEC
Attn: Maria Gabriela Bianchini
450 Fifth Street, N.W.
Washington, DC 20549
Re: Velocity.com, Inc.
Commission File No. 333-88277 Application for Withdrawal
Dear Secretary and Ms. Bianchini:
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-
88277 (collectively, the "Registration Statement"). The Registration Statement
was originally filed with the Securities and Exchange Commission (the
"Commission") on October 1, 1999.
Pursuant to the Registration Statement, the Registrant proposed to register
three million (3,000,000) shares of its Common Stock, $0.001 par value per share
(the "Shares"), for issuance to the public with a proposed maximum offering
price of $11.00. The Registrant believes that terms obtainable in the
marketplace at this time are not sufficiently attractive to warrant proceeding
with the sale of the Shares. The offering of the Shares would be a
discretionary financing for the Registrant, and the Registrant does not believe
that completing a discretionary financing on unfavorable terms would be in the
best interests of the Registrant and its stockholders. No securities have been
sold under the Registration Statement and all activity in pursuit of the
offering has been discontinued.
Accordingly, we request an order granting the withdrawal of the Registration
Statement be issued by the Commission as soon as possible.
If you have any questions regarding the foregoing application for withdrawal
please contact William W. "Skip" Shaw, III, President & CEO of the Registrant,
at (510) 647-1625 ext. 103.
Sincerely,
Velocity.com, Inc.
William W. Shaw, III
President & CEO
Cc: Rini Shokkos - The Nasdaq-Amex Market Group
