FP HOLDINGS, INC.
                         5882 SOUTH 900 EAST, SUITE 202
                            SALT LAKE CITY, UT  84121
                                 (801) 269-9500




                              September  17,  2002



Ms.  Amanda  Gordon
United  States  Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.,
Washington,  DC  20549

     Re:  FP  Holdings,  Inc.
          SEC  File  No.  333-88006

Dear  Ms.  Gordon:

     Pursuant  to  Rule  477 of Regulation C, this letter is a formal request to
withdraw  the SB-2 Registration Statement originally filed on May 10, 2002 by FP
Holdings,  Inc.  None  of the Company's securities have been offered or sold. We
are  requesting  withdrawal  because  we  are negotiating sale of control of the
Company  to  third  parties  who  do  not wish to pursue the registration at the
present  time.

     Please  advise  if  you  need  any  further  information  in  order for the
Commission  to  consent  to  our request to withdraw our registration statement.


                              Very  truly  yours,

                              /s/  John  Chymboryk
                              --------------------

                              John  Chymboryk
                              President