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September 23, 1996
Bill Underhill, Esq.
Office of Small Business
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.E.
Washington, D.C. 20549
Re: Dyneco Corporation
Form SB-2
File No. 333-7953
Filed July 11, 1996
Dear Mr. Underhill:
On July 11, 1996, Dyneco Corporation (the "Company") filed with the
Securities and Exchange Commission (the "Commission") a Registration
Statement on Form SB-2 (the "Registration Statement") for the purpose of
registering 8,244,318 shares of common stock, 940,305 Class D Warrants and
427,911 Class E Warrants under the Securities Act of 1933, as amended (the
"Act"). On August 2, 1996, the Company received a comment letter from the
Commission with respect to the Registration Statement and commenced the
preparation of a pre-effective amendment. However, due to (1) the lack of
sufficient operating funds, (2) the need for immediate financing to sustain
the Company through the registration process, and (3) the Company's desire to
implement a plan to enable its Class D Warrant holders to exercise their
respective warrants for a reduced exercise price, the Company has determined
that it is in the Company's best interest to withdraw the Registration
Statement until the Company has received sufficient funds to complete the
registration process. The Company also advises the Commission that none of
the securities that were registered on behalf of the Company in connection with
the Registration Statement have been sold and/or distributed.
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Bill Underhill, Esq.
September 23, 1996
Page 2
Therefore, pursuant to Rules 477 and 478(c) under the Act, we hereby
request that the Commission withdraw the Registration Statement at the
earliest practicable date. If you have any questions, please call Scott D.
Smith, Esq. at (404) 572-6875 or Linzy O. Scott, III, Esq. at (404) 572-6921.
Thank you for your assistance in this matter.
Very truly yours,
Richard D. Besser
Chairman of the Board and
Chief Executive Officer
cc: Scott D. Smith, Esq.
