VIA EDGAR

Mr. John Reynolds, Assistant Director
Office of Emerging Growth Companies
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549


	RE: 	Swap and Shop.net Corp.
		Registration Statement on Form 10-SB12G
		File Number: 000-51421
		Filed: July 7, 2005


Dear Mr. Reynolds:

Please let this letter confirm our withdrawal of our Form 10SB12G filed on
July 7, 2005.

Attached is the requested preliminary legal analaysis made pursuant to your
correspondence dated July 18, 2005.


Sincerely,

/s/ Barney A. Richmond
________________
Barney A. Richmond
President
Swap and Shop.net Corp.