Pursuant
to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), Sport
Endurance, Inc. (the " Registrant")
hereby requests immediate withdrawal of its Registration Statement on Form SB-2
(File No. 333-69344), which was filed with the Securities and Exchange
Commission (the "Commission") on September 13, 2001 along with any amendments
and exhibits (the "Registration Statement").
The Registrant confirms that no securities have
been or will be distributed, issued or sold pursuant to the Registration
Statement or the prospectus contained therein. Furthermore, there was no
circulation of preliminary prospectuses in connection with the proposed
transaction and the Registration Statement was not declared effective by the
Commission.
The
Registrants believe that withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors, as contemplated by
Rule 477(a) under the Securities Act. Please note that the Registration
Statement was a voluntary filing under Section 12(g) of the Securities Exchange
Act of 1934, as amended.
It is our
understanding that this application for withdrawal of the Registration Statement
will be deemed granted as of the date that it is filed with the Commission
unless, within fifteen days after such date, the Registrant receives notice from
the Commission that this application will not be granted.
If you
have any questions regarding this application for withdrawal, please contact our
attorney Leo Moriarty.
