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MIDISOFT CORPORATION
1605 N.W. Sammamish Road, Suite 205
Issaquah, Washington 98027
June 10, 1997
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Midisoft Corporation
Registration Statement on Form SB-2
(S.E.C. File No. 333-18805)
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Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1993, as amended, the
undersigned, being the Vice President and Chief Financial Officer of Midisoft
Corporation (the "Company"), respectfully requests that the referenced
Registration Statement on Form SB-2 (the "Form SB-2") filed by the Company be
withdrawn.
Please be advised that the Company is eligible to use a Form S-3
Registration Statement in order to register the securities covered by the
Form SB-2. As a result, the Company intends to file a Form S-3 Registration
Statement as soon as practicable covering the securities which were included
on the Form SB-2. The Company believes that the comments contained in the
staff's letter of February 11, 1997 with respect to the Form SB-2 have either
been addressed and resolved in reports already filed by the Company under the
Securities Exchange Act of 1934 or will be addressed in the proposed Form
S-3. The Company believes that under these circumstances, withdrawal of the
Form SB-2 is consistent with the public interest and the protection of
investors.
The Company requests that it receive the Order for Withdrawal as soon as
practicable after issuance by the Commission, and that a copy of the Order
be forwarded to Berliner Zisser Walter & Gallegos, P.C., at Suite 4700, 1700
Lincoln Street, Denver, Colorado 80203.
Respectfully submitted,
MIDISOFT CORPORATION
/s/ MELINDA A. BRYDEN
Melinda A. Bryden, Vice President and Chief
Financial Officer
cc: David C. Roos, Esq.
