June 4, 2009
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| | Re: | KBL Healthcare Acquisition III Corp. and PRWT Services, Inc. |
Registration Statement on Form S-4
File No. 333-158692
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), KBL Healthcare Acquisition III Corp. and PRWT Services,, Inc. (collectively, the “Registrants”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form S-4, File No. 333-158692 together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement is being withdrawn and PRWT, Services, Inc. will file a new registration statement pursuant to the Staff’s comment letter relating to the Registration Statement. No securities were sold under the Registration Statement.
Upon grant of the Commission’s consent, please provide a facsimile copy of the written order consenting to the withdrawal of the Registration Statements to the undersigned, facsimile number (917) 332-3725.
If you any questions with respect to this matter, please contact Brad L. Shiffman at (212) 885-5442.
Very truly yours,
KBL Healthcare Acquisition III Corp.
By: /s/ Michael D. Kaswan
Michael D. Kaswan
Chief Operating Officer
PRWT Services, Inc.
By: /s/ George Burrell
George Burrell
Chief Financial Officer
