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May 24, 2000
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington D.C. 20549
Re: LINK2GOV Corp. (Registration No. 333-32970)
Form RW-Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act
of 1933, as amended, LINK2GOV Corp., a Tennessee corporation (the "Registrant")
hereby applies for an order granting the immediate withdrawal of its
Registration Statement on Form S-1, File No. 333-32970, together with all
exhibits thereto, filed with the Securities and Exchange Commission on March 24,
2000 (the "Registration Statement").
Pursuant to the Registration Statement, the Registrant
proposed to register an aggregate of 5,750,000 shares of its Common Stock, no
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 selling
efforts were made by the underwriters. 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.
Please do not hesitate to call the undersigned or Robert S.
Wechsler, our Chief Operating Officer and General Counsel, at 615-297-2770 if
you have any questions regarding this matter.
Very truly yours,
/s/ Richardson M. Roberts
Richardson M. Roberts,
Chief Executive Officer
cc: Ms. Kim Mazur, Division of Corporate Finance
Howard W. Herndon, Esq.
F. Mitchell Walker, Jr., Esq.
