Sweetskinz
Holdings, Inc. - Request for Withdrawal of Registration Statement
No.
333-135067 on Form SB-2 (“Registration
Statement”)
Dear
Ladies and Gentlemen:
Pursuant
to Rule 477(a) promulgated under the Securities Act of 1933, as amended,
Sweetskinz Holdings, Inc., a Delaware corporation (the "Company"), hereby
requests that the Securities and Exchange Commission (the "Commission") consent
to the withdrawal of the Company's Registration Statement. The Company finds
itself capital constrained to the extent that we cannot go forward with our
business plan unless we secure financing from a third party within the next
30
days or so. We have determined that in order to achieve our financing goals,
such financier must settle with our current debenture holders, as such
debentures are an impediment to any realistic financing objective. Further,
we
do not envision our business being cash-flow positive for many months at the
earliest, and we will not be in a position to properly maintain a public status
until such time that our business allows. As a result of the above, the Company
does not believe it is possible to complete the offering for which the
Registration Statement was filed without raising additional funds and further
developing our business.
The
board
of directors of the Company believes that it is in the best interest of the
Company and consistent with the public interest to withdraw the above-referenced
Registration Statement in reliance on Rule 155(c), and respectfully requests
that the Commission consent to such withdrawal. I hereby confirm that no
securities were issued pursuant to the Registration Statement. In addition,
the
Company may undertake a subsequent private offering in reliance on Rule 155(c).
Should
you have any questions or comments on this matter, please contact our counsel,
William S. Rosenstadt of Rubin, Bailin, Ortoli LLP. Mr. Rosenstadt may be
reached at (212) 935-0900.
