WWW.EXFILE.COM 888.775-4789 GLOBAL MATRECHS, INC. FORM RW
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Securities
and Exchange Commission
Division
of Corporate Finance
450
Fifth Street, N.W.
Washington,
D.C. 20549
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Pursuant
to Rule 477 of the Securities Act of 1933, as amended (the “Act”),
Global Matrechs, Inc., a Delaware corporation, (the “Company”)
hereby
requests that the Securities and Exchange Commission (the “Commission”)
consent to the withdrawal of the Company’s Registration Statement on Form SB-2
which was filed with the Commission on June 27, 2006 (Registration No.
333-135377), along with any pre-effective amendments and exhibits (the
“Registration
Statement”).
The
Company requests that such consent be granted on the grounds that the private
equity credit agreement with Brittany Capital Management Limited, dated January
10, 2006, that gave rise to the obligation to register shares of common stock
has been terminated.
The
Company confirms that the Registration Statement has not been declared
effective, no securities have been sold pursuant to the Registration Statement
or the prospectus contained therein and no preliminary prospectus contained
in
the Registration Statement has been distributed.
Pursuant
to the foregoing, the Company hereby respectfully requests that a written order
granting the withdrawal of the Registration Statement be issued by the
Commission. It is our understanding that this application for withdrawal of
the
Registration Statement will be deemed granted as of the date that it is filed
with the Commission unless, within fifteen days after such date, the Company
receives notice from the Commission that this application will not be
granted.
The
Company requests, in accordance with Rule 457(c) of the Act, that all fees
paid
to the Commission in connection with the filing of the Registration Statement
be
credited to the Company’s account for future use.
If
you
have any questions regarding this application for withdrawal, please contact
David A. Broadwin, Esq., of Foley Hoag LLP, legal counsel to the Company, at
(781)895-5905. Thank you for your attention to this matter.
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Global
Matrechs, Inc.
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By: |
/s/
Michael
Sheppard |
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Michael
Sheppard |
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Chief
Executive Officer |