KANAKARIS WIRELESS
1280 BISON, SUITE B9-287
NEWPORT BEACH, CA 92660
November 19, 2003
VIA EDGAR
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U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Kanakaris Wireless
Request to Withdraw Registration Statement on Form SB-2
(File No. 000-28213)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), Kanakaris Wireless, a Nevada corporation (the
"Company"), hereby applies for an order granting the immediate withdrawal of its
Registration Statement on Form SB-2 (File No. 000-28213) together with all
amendments thereof and exhibits thereto (the "Registration Statement"), on
grounds that withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors as contemplated by Rule 477(a).
The Registration Statement was originally filed with the Securities and Exchange
Commission (the "Commission") on May 9, 2002.
The Registration Statement was filed in connection with the proposed
initial public offering of common stock (the "Shares"), no par value per share.
Based upon recent communications with the Company's shareholders, the Company
has determined at this time not to pursue the public offering contemplated by
the Registration Statement. Since the Company will not proceed with the
proposed offering, the Board of Directors and management of the Company
believe that withdrawal of the Registration Statement is appropriate.
The Company confirms that no preliminary prospectuses have been
distributed, no securities have been issued or sold pursuant to the Registration
Statement or the prospectus contained therein and all activity regarding the
proposed public offering has been discontinued.
The Company requests that, pursuant to Rule 477(c), an order with the date
of granting of the request for withdrawal be included in the file for the
Registration Statement on Form SB-2 in the following manner: "Withdrawn upon
request of the Registrant, the Commission consenting thereto."
Pursuant to Rule 477(c), the Company hereby advises the Commission that the
Company may undertake a subsequent private offering in reliance on Rule 155(c)
under the Securities Act.
The Company also requests in accordance with Rule 457(p) under the
Securities Act that all fees paid to the Commission in connection with the
filing of the Registration Statement be credited for future use for the
Company's account.
If you have any questions regarding this application for withdrawal, please
contact Kenneth S. August, Esq. of Feldhake, August & Roquemore LLP, legal
counsel to the Company, at 949-553-5000.
Sincerely,
/s/ Alex Kanakaris
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Alex Kanakaris
President
cc: Ms. Celeste Murphy
Securities and Exchange Commission