BRESLOW & WALKER, LLP
767 Third Avenue
New York, New York 10017
July 24, 1997
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
File No. 1-13119
Re: QuietPower Systems, Inc.
Dear Sir or Madam:
On behalf of QuietPower Systems, Inc. (the
"Issuer"), attached please find a Form 15, Certification and
Notice of Termination of Registration Under Section 12(g)
of the Securities and Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the
Securities and Exchange Act of 1934.
On July 8, 1997, the Issuer's Registration Statement
on Form SB-2 was declared effective by the Securities and
Exchange Commission (File No. 333-26715). Pursuant to
this Registration Statement, 2,000,000 shares of common
stock and 2,000,000 common stock purchase warrants were
registered under the Securities Act of 1933. None of these
shares or warrants were sold. The Issuer therefore requests
that its duty to file reports under the Securities and
Exchange Act of 1934 be terminated as of the earliest date
possible.
Thank you for your assistance.
Sincerely,
/s/ Jane A. Meyer
Jane A. Meyer
Attachment
cc: Mr. James Budge<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-13119
QUIETPOWER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
460 West 34th Street, New York, New York 10001
(212) 967-8480
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Common Stock, par value $.01 per share
Redeemable Common Stock Purchase Warrants
(Title of each class of securities covered by this Form)
None
(Title of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or suspend
the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [ ]
Rule 12g-4(a)(1)(ii) [X] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record as of the
certification or notice date: 60
Pursuant to the requirements of the Securities Exchange
Act of 1934 QuietPower Systems, Inc. has caused this
certification/notice to be signed by the undersigned duly
authorized person.
Date: July 23, 1997 By: /s/ Eric W. Jacobson
Eric W. Jacobson, Vice President
Instruction: This form is required by Rules 12g-4, 12h-3 and
15d-6 of the General Rules and Regulations under the Securities
Exchange Act of 1934. The registrant shall file with the
Commission three copies of Form 15, one of which shall be
manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person.
The name and title of the person signing the form shall be typed
or printed under the signature.
