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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                     FORM 15

                   CERTIFICATION AND NOTICE OF TERMINATION OF
               REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES
               EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
              REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.

                              Commission File Number  0-23351
                                                     ---------------------------

             Let's Talk Cellular & Wireless, Inc. n/k/a/ LTCW, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       800 Brickell Avenue, Suite 400, Miami, Florida 33131 (305) 358-8255
- --------------------------------------------------------------------------------
      (Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

                                  Common Stock
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                       N/A
- --------------------------------------------------------------------------------
        (Title of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)

       Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

       Rule 12g-4(a)(1)(i)  [X]                  Rule 12h-3(b)(1)(i)  [ ]
       Rule 12g-4(a)(1)(ii) [ ]                  Rule 12h-3(b)(1)(ii) [ ]
       Rule 12g-4(a)(2)(i)  [ ]                  Rule 12h-3(b)(2)(i)  [ ]
       Rule 12g-4(a)(2)(ii) [ ]                  Rule 12h-3(b)(2)(ii) [ ]
                                                 Rule 15d-6

       Approximate number of holders of record as of the certification or notice
date:      1
      -----------------------------------------

       Pursuant to the requirements of the Securities Exchange Act of 1934 (NAME
OF REGISTRANT AS SPECIFIED IN CHARTER) has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.

Date:  May 11, 2001                 By:  /s/ Steven S. Gallers
      ------------------------          ----------------------------------------
                                         Steven S. Gallers, President

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

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