FOREFRONT, INC.
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1413 SOUTH HOWARD AVE. SUITE 104
TAMPA, FL 33606
PHONE: 813-252-2267/ FAX: 813-253-2287
July 26, 2001
VIA FAX 202-942-9516
United States Securities and Exchange Commission
Washington D.C. 20549
Re: Form SB-2
File No. 333-62248
Filed June 4, 2001
Dear Sir or Madam:
Please consider this our notification of withdrawal of the above Registration
Statement under SEC Rule 477. Please note:
1. The Registration Statement being withdrawn is as follows:
Forefront, Inc.
Registration Statement on Form SB-2
Filed June 4, 2001
File No. 333-62248
2. The reason for the withdrawal is as follows:
Your office (Division of Corporation Finance) presented a comment to our filing
that required a withdrawal. It was explained that an amendment would not address
the issue due to your policy that an amendment to the filing will not satisfy
the issue. The issue centered on whether there was a completed Section 4(2)
transaction in relation to the equity line--you believed the investor was not
bound to purchase for one reason. The specific comment was that a provision of
the equity line, one that provided for an additional funding later after the
main funding, was, in effect, a warrant, and not properly part of the equity
line-- tantamount to the investor not being committed to the agreement to
purchase securities. You explained that you had not brought this up in the
review of a prior filing by us but a more careful read of the subject filing by
you brought up this one point that would require a withdrawal. Based upon
discussions we determined it best to withdraw the filing and immediately file a
new Registration Statement. The new filing will address, in our opinion, the
matter we discussed, by removal of the language on this one point (as well as
changes to consider other comments you have) and will be filed on or about this
date.
3. No sale of securities occurred under the registration statement being
withdrawn.
4. Our Company may undertake a subsequent private offering in reliance on Rule
155(c).
Sincerely yours,
/s/ Santu Rohatgi
Santu Rohatgi
President
July 26, 2001