Chipcards Inc – ‘RW’ on 11/7/02

On:  Thursday, 11/7/02, at 12:59pm ET   ·   Accession #:  950117-2-2607   ·   File #:  333-60896

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Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Chipcards, Inc.                                        2      9K 

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 Chipcards, Inc.
 425 Market Street, 22nd Floor
 San Francisco, California 94105

November 7, 2002

Via Edgar and Overnight Delivery                                                
--------------------------------                                                

Securities and Exchange Commission                                              
Division of Corporation Finance                                                 
450 Fifth Street N.W.                                                           
Washington, D.C. 20549                                                          

Re:   Chipcards, Inc.                                         
     Request to Withdraw Registration Statement on Form SB-2
(File No. 333-60896)                              

Ladies and Gentlemen:                                                           

       Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), Chipcards, Inc., a California corporation (the  
"Company"), hereby applies for an order granting the immediate withdrawal of its
Registration Statement on Form SB-2 (File No. 333-60896) together with all      
amendments thereof and exhibits thereto (the "Registration Statement"), on      
grounds that withdrawal of the Registration Statement is consistent with the    
public interest and the protection of investors as contemplated by Rule 477(a). 
The Registration Statement was originally filed with the Securities and Exchange
Commission (the "Commission") on May 14, 2001.                                  

      The Registration Statement was filed in connection with the proposed
initial public offering of units (the "Units"), each consisting of one share of 
the Company's common stock, no par value, and one redeemable warrant to purchase
one share of the Company's common stock. Based upon changed circumstances in the
securities markets, the Company has determined at this time not to pursue the   
public offering contemplated by the Registration Statement. Because the Company 
will not proceed with the proposed offering, the Company's board of directors   
and management believe that withdrawal of the Registration Statement is         
appropriate.                                                                    

 The Company confirms that no preliminary prospectuses have been
distributed, no securities have been issued or sold pursuant to the Registration
Statement or the prospectus contained therein and all activity regarding the    
proposed public offering has been discontinued.                                 

       The Company requests that, pursuant to Rule 477(c), an order with the
date of granting of the request for withdrawal be included in the file for the  
Registration                                                                    

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Securities and Exchange Commission                                              
November 7, 2002                                                                
Page Two                                                                        

Statement on Form SB-2 in the following manner: "Withdrawn upon request of the  
Registrant, the Commission consenting thereto."                                 

         Pursuant to Rule 477(c), the Company hereby advises the Commission that
the Company may undertake a subsequent private offering in reliance on Rule     
155(c) under the Securities Act.                                                

   The Company also requests that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited to the     
Company's account with the Commission for future use.                           

      If you have any questions regarding this application for withdrawal,
please contact Susan H. Mac Cormac of Morrison & Foerster LLP, legal counsel to 
the Company, at (415) 268-6060.                                                 

      Sincerely,

           Chipcards, Inc.

             By: /s/ Allen Yue
                           -----------------------
             Allen Yue
             President

cc: Thomas Jones -- Securities and Exchange Commission                          
Susan H. Mac Cormac -- Morrison & Foerster LLP                          
Michael DiGiovanna -- Reed Smith, LLP                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘RW’ Filing		Date		First		Last			Other Filings
Filed on:		11/7/02		1		2
		5/14/01		1					SB-2
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