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DEFREY GROUP, INC.
1700 Lincoln Street, Suite 2200
Denver, CO 80203
(303) 863-4040
December 30, 1999
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: D.E. Frey Group, Inc.
Request to Withdraw Registration Statement on Form S-1, as amended
Registration No. 333-88499
Ladies and Gentlemen:
D.E. Frey Group, Inc., a Delaware corporation (the "Company"), hereby
requests pursuant to Rule 477 under the Securities Act of 1933, as amended, to
withdraw from registration the Registration Statement on Form S-1, including all
amendments and exhibits thereto (the "Registration Statement") (Registration
No. 333-88499), originally filed by the Company with the Securities and Exchange
Commission (the "Commission") on October 5, 1999, and thereafter amended. This
application is being filed because of unresolved issues concerning the listing
of the Company's common stock on a national securities exchange. Although the
Company and its underwriters circulated preliminary prospectuses in connection
with the proposed offering of the Company's common stock, the Registration
Statement was not declared effective by the Commission, and none of the
Company's securities were sold pursuant to the Registration Statement.
The Company requests that the Commission consent to this application on the
grounds that the withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated by paragraph
(a) of Rule 477.
Please provide the Company with a copy of the order granting withdrawal of
the Registration Statement as soon as it is available.
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If you have any questions regarding this request for withdrawal, please
contact Samuel E. Wing of Jones & Keller, P.C., counsel for the Company, at 303-
573-1600.
D.E. Frey Group, Inc.
By: /s/Paul L Hocevar
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Paul L. Hocevar
Chief Financial Officer
cc: Jessica Livingston (Securities and Exchange Commission)
Kerby Baden (Securities and Exchange Commission)
Samuel E. Wing (Jones & Keller, P.C.)
