GUARDIANS OF GOLD INC.
VIA EDGAR
April 11, 2010
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Ann Parker
| Re: | Guardians of Gold Inc. (CIK: 001487646) |
Dear Ms. Parker:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Guardians of Gold (the “Company”) hereby respectfully requests the withdrawal of its Registration Statement on Form S-4 (Registration No. 333-165603) (the “Registration Statement”), filed with the Securities and Exchange Commission on March 22, 2010. The Company is requesting withdrawal of the Registration Statement because the exchange offer, as described in the Registration Statement, is no longer being undertaken by the Company and, therefore, no securities will be issued under the Registration Statement.
If you have any questions regarding the foregoing application for withdrawal, please contact our counsel, Matthew C. McMurdo of Nannarone & McMurdo LLP, at (917) 318-2865.
Thank you for your assistance with this matter.
Sincerely,
GUARDIANS OF GOLD INC.
By: /s/ Ron Haller
Name: Ron Haller
Title: Secretary, Treasurer and Director