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[LETTERHEAD]
March 17, 1997
Edsel Guydon, Attorney-Advisor
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 7-8
Washington, D.C. 20549
Re: Young Minds, Incorporated
File No. 333-11713
Dear Mr. Guydon:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Young
Minds, Incorporated (the "Company") hereby applies to the Securities and
Exchange Commission for withdrawal of Registration Statement No. 333-11713.
The grounds for the withdrawal are the inability of the managing underwriter
for the proposed offering, Sharpe Capital, Inc. ("Sharpe"), to complete the
offering under on terms even remotely approximating the terms set forth in
its letter of intent. According to Sharpe, its clearing broker advised Sharpe
that it would not be allowed to manage the offering unless a co-managing
underwriter acceptable to the clearing broker was obtained. The Company was
advised by Sharpe that Sharpe could not find an acceptable co-manager for the
offering unless (1) the offering price was reduced by half to approximately $5
to $6 per share, and (2) the shares being included in the registration
statement for sale by investors (who had a contractual right to be so
included) were removed from the offering. After lengthy negotiations and
discussions, it became clear to management for the Company that Sharpe would
not proceed with the public offering unless its demands for the substantial
reduction in the offering price and elimination of the shares being sold by
private investors were accepted. Management does not believe that a public
offering on such terms would be in the best interests of the Company and its
shareholders, and has terminated its relationship with Sharpe.
Please forward a copy of the Commission's order granting the requested
withdrawal to our securities counsel, Edward T. Swanson of Swanson & Meopos,
1875 Century Park East, Suite 800, Los Angeles, California 90067.
Thank you for your assistance in this matter.
Very truly yours,
YOUNG MINDS, INCORPORATED
By /s/ David H. Cote
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David H. Cote
