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INFINITE TECHNOLOGY GROUP LTD.
77 JERICHO TURNPIKE
MINEOLA, NEW YORK 11501
(516) 877-1605
September 6, 2000
VIA EDGAR AND OVERNIGHT DELIVERY
Amy Kate O'Brien
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0404
Re: Infinite Technology Group Ltd.
Request to Withdraw Registration Statement on Form S-1, as amended
(Registration No. 333-88737) and corresponding Registration Statement
on Form 8-A12B (Registration No. 001-16007)
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Dear Ms. O'Brien:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended (the "Act"), Infinite Technology Group Ltd. (the "Registrant") hereby
respectfully requests to withdraw from registration the Registration Statement
on Form S-1, including all amendments and exhibits thereto (the "S-1
Registration Statement"), originally filed by the Registrant with the Securities
and Exchange Commission (the "Commission") on October 8, 1999, and thereafter
amended.
The S-1 Registration Statement was filed in connection with a proposed
initial public offering of the Registrant's common stock, par value $.01 per
share (the "Common Stock"). The Registrant has determined that it will not
proceed with the registration and sale of Common Stock as contemplated in the
S-1 Registration Statement. Because the Registrant will not proceed with the
proposed offering, the Registrant's management believes that withdrawal of the
S-1 Registration Statement is appropriate. Therefore, the Registrant requests
that the Commission consent to this application on the grounds that the
withdrawal of the S-1 Registration Statement is consistent with the public
interest and the protection of investors, as contemplated by paragraph (a) of
Rule 477.
Although the Registrant and the underwriters circulated preliminary
prospectuses in connection with the proposed offering of the Registrant's Common
Stock, the S-1 Registration Statement was not declared effective by the
Commission and none of the Company's securities were sold pursuant to the S-1
Registration Statement.
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The filing fee for the S-1 Registration Statement was paid by
electronic wire transfer to the Commission at the time of the initial filing and
the Registrant understands that such fee will not be returned to it.
In addition, the Registrant hereby respectfully requests to withdraw
from registration the Registration Statement on Form 8-A12B, including all
exhibits thereto (the "8-A Registration Statement"), filed by the Registrant
with the Commission on July 24, 2000, pursuant to the Securities Exchange Act of
1934, as amended. The 8-A Registration Statement was also filed by the
Registrant in connection with the proposed initial public offering of the
Registrant's Common Stock. Because the Registrant will not proceed with the
proposed offering, the Registrant's management believes that withdrawal of the
8-A Registration Statement is appropriate.
Please provide the Registrant with a copy of the order, or orders,
granting withdrawal of the S-1 Registration Statement and 8-A Registration
Statement as soon as possible.
If you have any questions regarding this request for withdrawal, please
contact Craig S. Libson, Esq., of Baer Marks & Upham LLP, New York, New York,
counsel for the Registrant, at (212) 702-5700.
INFINITE TECHNOLOGY GROUP LTD.
By: /s/ James McGowan
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James McGowan,
President
