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October 27, 2000
Via Facsimile & EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20548
Attn: Jeffrey J. Minton
Re: InFlow, Inc.
Commission File No. 333-30684 Application for Withdrawal
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Dear Mr. Minton:
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-
30684 (collectively, the "Registration Statement"). The Registration Statement
was originally filed with the Commission on February 18, 2000.
Pursuant to the Registration Statement, the Registrant proposed to
register certain shares of its Common Stock, $0.001 par value per share for
issuance to the public with a proposed maximum offering price of $128,800,000.
Based upon the changed circumstances affecting the securities markets at this
time, the Registrant believes that it would not be in the best interests of the
Registrant or its stockholders to presently pursue a discretionary financing.
Furthermore, no securities have been sold under the Registration Statement.
Accordingly, we request an Order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible.
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Securities and Exchange Commission October 27, 2000
Page 2
If you have any questions regarding the foregoing application
withdrawal, please contact Richard R. Plumridge or Jeff T. Harris at Brobeck,
Phleger & Harrison LLP, legal counsel to the Registrant in connection with the
Registration Statement, at (303) 410-2000.
Sincerely,
INFLOW, INC.
/s/ Arthur H. Zeile
Arthur H. Zeile
President and Chief Executive Officer
cc: Thomas Choie, The Nasdaq Stock Market, Inc.
William F. Schwitter, Esq.
Jeffrey J. Pellegrino, Esq.
