BHC, INC.
11515 66th Street
Largo, FL 33773
(727) 533-8730
February 10, 2006
BY EDGAR
- ---------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Attention: John Reynolds
Re: BHC, Inc.
Registration Statement on Form SB-2 (File No. 333-104213)
Request for Withdrawal of Registration Statement on Form SB-2
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act"), BHC, Inc. ("BHCI") hereby requests the consent of the
Securities and Exchange Commission (the Commission") to the withdrawal of its
pending Registration Statement on Form SB-2 (File No. 333-104213), together with
all exhibits and amendments thereto (collectively, the
"Registration Statement").
The Registration Statement was initially filed with the Commission on April 1,
2003 and amended on June 16, 2003, September 5, 2003, October 21, 2003, February
4, 2004, March 23, 2004, May 11, 2004, June 23, 2004, September 21, 2004,
November 11, 2004, and January 20, 2005.
There was no circulation of preliminary prospectuses in connection with the
proposed transaction, the Registration Statement was not declared effective by
the Commission and no BHCI securities were sold pursuant to the Registration
Statement.
This Request for Withdrawal is based upon BHCI's conclusion that the withdrawal
of the Registration Statement is consistent with the public interest and the
protection of investors, as contemplated by paragraph (a) of Rule 477 of the
Securities Act. Further, this Request for Withdrawal is also based upon BHCI's
conclusion that due to differing opinions between the Commission and BHCI as to
whether BHCI is a "blank check" company under Rule 419 of the Securities Act, it
is in the best interests of BHCI to suspend its efforts relating to the
Registration Statement.
BHCI hereby respectfully requests that the Commission issue a written order
granting the withdrawal of the Registration Statement as soon as possible. BHCI
also requests, in accordance with Rule 457(p) of the Securities Act, that all
fees paid to the Commission in connection with the filing of the Registration
Statement be made payable to Gottbetter & Partners, LLP as Attorneys f/b/o BHCI
and forwarded to:
Jason M. Rimland, Esq.
Gottbetter & Partners, LLP
488 Madison Avenue
New York, NY 10022
Please fax a copy of the order granting to the Registrant's office to the
attention of Scott G. Roix, Chief Executive Officer of BHCI, fax number
727-533-8730, with a copy to Jason M. Rimland, Esq. at Gottbetter & Partners,
LLP, fax number 212-400-6901.
If you have any questions or comments relating to this request for withdrawal,
please contact Jason M. Rimland, Esq. at Gottbetter & Partners, LLP, telephone
number 212-400-6900.
Yours truly,
BHC, Inc.
/s/ Scott G. Roix
Scott G. Roix
President and Chief Executive Officer