July 19, 2006
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
| Re: | QI Systems Inc. Post-Effective Amendment No. 1 to | |||
| Registration Statement on Form S-4 |
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| SEC File No. 333-130594 |
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| Form AW Application for Withdrawal |
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), QI Systems Inc., a Delaware corporation (the “Registrant”), hereby requests the immediate withdrawal of its Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to its Registration Statement on Form S-4 (File No. 333-130594) (the “Registration Statement”). The Post-Effective Amendment was filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2006.
The Post-Effective Amendment was incorrectly tagged as a pre-effective amendment and should have been tagged as a post-effective amendment. Accordingly, the Registrant is requesting that the Post-Effective Amendment be withdrawn, and it intends to re-file the Post-Effective Amendment under the correct EDGAR tag. The Registrant confirms that no securities have been sold pursuant to the Post-Effective Amendment.
Please contact our legal counsel, Dean A. Tetirick, should you have further questions regarding our request for withdrawal. Mr. Tetirick may be reached at 817-877-2883. Thank you for your assistance in this matter.
| Very truly yours, |
| QI SYSTEMS INC. |
| By: /s/ ROBERT I. MCLEAN JR. | |
| Name: Robert I. McLean Jr. |
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| Title: Chief Financial Officer and Chief | |
| Operating Officer |
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cc: | Ms. Anne Nguyen |
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| Securities and Exchange Commission | ||||
| Division of Corporate Finance |
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| 100 F Street, N.E. |
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| Washington, D.C. 20549-4561 |
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cc: | Mr. Hugh Fuller |
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| Securities and Exchange Commission | ||||
| Division of Corporate Finance |
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| 100 F Street, N.E. |
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| Washington, D.C. 20549-4561 |
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