New 'No Shyte' Form RW - June 1, 2012
VIA EDGAR A N D OVE R NIGHT C O U RIER
United States S e cur i ti e s and Exch a nge Comm i ssion
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Att e ntion: Larry Spirgel, Assistant Director
Re:
VelaTel Global C o mmunications, Inc.
Request to W i thdraw Reg i s t r at ion S t a t e ment on Form S-3 (File No. 333-181085)
Ladies and Gentlemen:
On behalf of VelaTel Global Com m unications, Inc., a Nevada corporation (the “Co m pany”), and pursuant to Rule 477 of the Securi t ies Act of 1933, as amended (the “Se c urities Act”), the Company hereby respectfully requests the withdrawal of its Regis t ration Statement on Form S-3 (File No. 333-181085), together with all amendments and exhibits thereto (collecti v ely, the “Registration Sta t ement”). The Registration St a te m e nt w a s in i ti a lly filed with the Secur i ties and Exchange Commission (the “Commission”) on May 1, 2012.
At this t im e , due to the curr e nt list i ng st a tus of the Comp a ny, the Company has determined to w i thdraw the Registration Statement. The Registration Statement has not been declared effective by the Commission, and t h e Company hereby confirms t h at no sec u r ities w e re sold pursuant to the Registration Statement.
Accordingly, the Company requests that the Commission issue an order gra n ting the wi t hdrawal of the Registration Statement (the “ Order”) effective as of the date hereof or at the earliest pract i cable date hereafter on the grounds t h at the withdrawal of the Registration Statement is consiste n t with the public interest and the protection of investors, as contempla t ed by Rule 477(a). Please forward a copy of the Order to the Company’s General Counsel, Kenneth L. Waggoner at ( 858 ) 756-0126 .
The Company also advises the Commission , purs u ant to Rule 477(c) under the Secu r ities Act , that it may undertake a subsequent pr i vate offe r ing in reliance on Rule 155(c) under the Securities Act.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Sta t em e nt. Howev e r, the Company requ e sts t hat a ll f e es p a id to the Comm i ssion in c onnec t ion with the fil i ng of the Registr a t i on S t a te m ent be cred i ted for f u ture use should the Company proceed with the filing of a subsequent r e gistration statement meeting the requirements of Rule 457(p) under the S ecur i ti e s Ac t .
If you have any questions regarding this application, please conta c t the undersigned by telephone at (949) 798-9986 or by fax a t (858) 756-01 26 . Thank you for your attention to this matter.
Sincerely,
Ve l a T e l Global Communi c ations, Inc.
/s/ Kenneth L. Waggoner
Kenneth L. Waggoner
Ex e c u t ive Vice Presid e nt L e g a l, Gen e ral
Counsel and Secreta r y
Cc.
Mr. George Alvarez
Ajay Koduri, Esq.
AI
