Pursuant
to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”),
Remote Dynamics, Inc., a Delaware corporation (“REDI”) requests the consent of
the Securities and Exchange Commission (the “Commission”) to withdraw its
Registration Statement on Form SB-2 (File No. 333-135886), together with all
exhibits thereto (collectively, the “Registration Statement”). The
Registration Statement was filed with the Commission on July 20,2006.
The
Registration Statement covers the resale of 111,731,250 shares of common stock
by certain selling security holders. REDI requests the withdrawal so that
REDI may explore other alternatives to the public sale of its securities for
cash. REDI is aware of Rule 155 of the Securities Act Rules concerning the
non-exclusive safe harbor from integration of private and registered
offerings.
This
letter of request for withdrawal will confirm that the Registration Statement
was not declared effective by the Commission and no securities were sold in
connection with the Registration Statement.
REDI
requests that the Commission issue a written order granting the withdrawal
of
the Registration Statement as soon as possible. REDI requests, in
accordance with Rule 457(p) of the Securities Act, that all fees paid to the
Commission in connection with the filing of the Registration Statement be
credited to REDI’s account for future use.
Sincerely
yours,
/s/
Neil Read
Neil
Read
Chief
Financial Officer
Dates Referenced Herein and Documents Incorporated by Reference
