[ALTERNATIVE TECHNOLOGY RESOURCES, INC. LETTERHEAD]
January 8, 2004
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of Registration Statement on
Form S-8 (No. 333-103165)
Dear Sir/Madam:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, the
Company hereby respectfully requests that the above-referenced Registration
Statement be withdrawn and that an order of the Commission granting such
withdrawal be granted.
The withdrawal of the Registration Statement is requested on the grounds
that the offer and sale of the 7,000,000 shares of common stock of the Company
issuable upon the exercise of options under the Company's 2002 Stock Option Plan
(the "Plan") and a stock option agreement is no longer intend, primarily because
the options are significantly out-of-the-money and thus have no value. The
options have an exercise price between $0.25 and $1.25 per share, but the common
stock is now quoted on the Pink Sheets at values substantially less than the
exercise price. For example, on December 31, 2003, the closing bid price was
$0.04 per share of common stock. Accordingly, the Company respectfully submits
that the withdrawal of the Registration Statement is consistent with the public
interest and the protection of investors.
Should you have any questions or comments, please do not hesitate to
contact Daniel B. Eng, Esq. of Bartel Eng & Schroder, a Law Corporation, counsel
to the Company, at (916) 442-0400.
Very truly yours,
Alternative Technology Resources, Inc.
By: /s/ Mark W. Rieger
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Mark W. Rieger
Chief Executive Officer