Universe2U Inc.
30 West Beaver Creek Road, Suite 109,
Richmond Hill, Ontario, Canada L4B 3K1
T. 905.881.3284 F. 905.881.1152 www.universe2u.com
July 30, 2002
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: UNIVERSE2U INC. (REGISTRATION NO. 333-66940)
Application for Withdrawal
- ----------------------------
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, Universe2U Inc., a Nevada corporation (the "Registrant"), hereby
applies for an order granting the immediate withdrawal of its Registration
Statement on Form S-3, File No. 333-66940, together with all exhibits thereto,
filed with the Securities and Exchange Commission on August 6, 2001 (the
"Registration Statement").
Pursuant to the Registration Statement, the Registrant proposed to register for
offer and re-sale by Fusion Capital Fund II, LLC ("Fusion") of up to an
aggregate of 6,750,000 shares of common stock of the Registrant, consisting of
6,375,000 shares of common stock and 375,000 shares of common stock underlying
warrants. The Registrant believes that current market conditions this offering
inadvisable. The Registrant has previously issued to Fusion 375,000 shares of
common stock and warrants to purchase 375,000 shares. No securities have been
sold under the Registration Statement and no selling efforts were made by the
underwriters. Accordingly, we hereby request that an order granting the
withdrawal of the Registration Statement be issued by the Securities and
Exchange Commission as soon as possible.
Please do not hesitate to call Keith Moskowitz or David Lubin, counsel to the
Registrant, at (212) 986-9700, or the undersigned at (905) 709-5241 should you
have any questions regarding this matter.
Very truly yours,
/s/ Kim Allen
Kim Allen
Chief Executive Officer
cc: Franklin Green, Division of Corporate Finance
Sondra Stokes
John Hartz
Steven C. Duvall