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KRAGE & JANVEY, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
2600 SAN JACINTO TOWER
2121 SAN JACINTO STREET
DALLAS, TEXAS 75201
TELEPHONE 214/969-7500
FACSIMILE 214/220-0230
October 6, 2000
Office of the Secretary
United States Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549
Re: Sunrise Software Systems, Inc. (File No. 333-36500)
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Dear Sirs:
C.A.T.-N-K, Inc. and Sunrise Software Systems, Inc. recently retained
Krage & Janvey, L.L.P. to represent them in connection with the referenced,
pending registration statements. After review of the Forms SB-2 filed by prior
counsel for these companies, and consideration of the Staff's comments, our
clients have determined to withdraw these registration statements. Frankly, the
poor state of both registration statements and the amount of time and work
necessary to respond to the Staff's (understandable) comments make pursuit of
registration economically unfeasible.
No securities were offered, directly or indirectly, by use of the
registration statements filed with the Commission, and neither of the
registration statements was circulated, published or otherwise disseminated.
Statements made by these companies' prior counsel, Kevin S. Woltjen, in
his letter of August 21, 2000, require response. Neither Sunrise nor any of its
principals offered Mr. Woltjen shares of the company's stock as compensation for
services that he was to provide. In addition, Mr. Woltjen did not withdraw as
Sunrise's counsel, he was fired.
Thank you for your assistance. Do not hesitate to contact me if you
require any additional information.
Very truly yours,
/s/ PHILLIP W. OFFILL, JR.
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Phillip W. Offill, Jr.
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KRAGE & JANVEY, L.L.P.
Office of the Secretary
October 6, 2000
Page 2
cc: Richard K. Wulff, Chief
Office of Small Business
Division of Corporate Finance
via Federal Express
Kevin S. Woltjen, Esq.
via regular mail
