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[LOGO OF JACK UTTER V ASSOCIATES]
December 16, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Attention: Mrs. Kim Do, Esq.
Re: Withdrawal of Form S-8 filed December 9, 1996
Nerox Energy Corporation
Commission File No. 333-17491
Dear Ms. Do,
Please withdraw Form S-8 filed December 9, 1996 by Nerox Energy Corporation
pursuant to 17 Code of Federal Regulations section 230.477(a)(b)(c). The
December 9, 1996, Form S-8 is withdrawn in its entirety, including all exhibits.
The purpose of the withdrawal is that the Corporation is seeking financing
for some of its projects and does not desire issuing and registering any more of
its common stock at this time.
Yours very truly
/s/ JACK UTTER
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Jack Utter, Esq.
General Counsel
Nerox Energy Corporation
cc: Nicholas E. Ross
President, Nerox Energy Corporation
