NEXLAND, INC.
                              1101 Brickell Avenue
                             North Tower, Suite 200
                              Miami, Florida 33131

                                January 28, 2002





VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

  Re: Withdrawal of Registration   Statement  on  Form  S-1  (the  "Registration
      Statement") filed with the Securities and Exchange Commission on August 7,
      2001 (Registration No. 333-67032)

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, Nexland, Inc.
hereby requests the Securities and Exchange Commission to withdraw the
Registration Statement. The Company has terminated its Equity Line of Credit.
The Registration Statement related primarily to the resale of the shares of
common stock to be issued under the Equity Line of Credit. No shares have been
sold under the Registration Statement

                                   Sincerely,

                                   /s/ Gregory S. Levine

                                   Gregory S. Levine
                                   President