June 21, 2023
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| RE: | CAPSTONE TECHNOLOGIES GROUP, INC. |
Withdrawal of May 30, 2023 Registration Statement on Form S-1 (File No. 333-272261)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), CAPSTONE TECHNOLOGIES GROUP, INC. (the “Registrant”) 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 its May 30, 2023 Registration Statement on Form S-1 (File No. 333-272261), together with all exhibits thereto (collectively, the “Registration Statement”). The Registration Statement was filed with the Commission on May 30, 2023.
The Registrant is seeking withdrawal of the Registration Statement because it plans, instead, to file an amendment to its prior S-1 (File No. 333-264639), which was last amended on October 14, 2022.
The Registrant confirms that no securities have been sold pursuant to the May 30, 2023 Registration Statement.
Please confirm the withdrawal of the May 30, 2023 Registration Statement with a telephone call to the Registrant’s counsel, Matheau J. W. Stout, Esq., 201 International Circle, Suite 230, Hunt Valley, MD 21030. number (410) 429-7076.
If you have any questions with respect to this matter, please contact Matheau J. W. Stout at (410) 429-7076.
| Sincerely, | |
| CAPSTONE TECHNOLOGIES GROUP, INC. | |
| /s/ Michael Pruitt | |
| Michael Pruitt | |
| Chief Executive Officer |