IMCOR Pharmaceutical Co.
P.O. Box 2380
La Jolla, CA 92037
October 13, 2006
VIA EDGAR
United States Securities
and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Sonia Barros
| | Re: | IMCOR Pharmaceutical Co. Withdrawal of Post-Effective Amendment No. 1 to Registration Statement on Form SB-2 File No. 333-117907, Filed on February 8, 2005 |
Dear Ms. Barros:
IMCOR Pharmaceutical Co. (the “Company”) respectfully requests, pursuant to Rule 477(a) under the Securities Act of 1933, as amended, the withdrawal of its Amendment No. 1 to Registration Statement on Form SB-2 (File No. 333-117907), together with all exhibits filed therewith, which was filed on April 15, 2005, (the “Amendment”). Given the Company’s current financial circumstances as reported in its Form 10-QSB for the quarter ended June 30, 2006 and its goal to maximize the funds available to its creditors, the Company’s board of directors has determined that the Company will not continue to pursue its efforts to effect the Amendment.
Please forward a copy of the order consenting to the withdrawal of the Amendment to Matthew I. Hafter, Esq. via facsimile at (312)558-1195.
If you have any questions, please contact Matthew I. Hafter of Grippo & Elden LLC, legal counsel to the Company in connection with the Amendment, at (312)704-7733.
| | Sincerely, |
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| | IMCOR Pharmaceutical Co. |
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| | By: /s/ Brian M. Gallagher |
| | Brian M. Gallagher, Chairman of the Board of Directors |
