Penge Corp.
1930 Village Center Circle 3, Suite 446
Las Vegas, NV 89134
March 14, 2005
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
SB-2 No. 333-119947
Dear Sir/Madam:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, Penge
Corp. (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Registration Statement be withdrawn and that an order of the Commission granting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 Company has determined to request withdrawal of the Registration
Statement effective as of March 14, 2005 due to the consummation of a recent
business acquisition. Resources previously focused on the Registration Statement
need to be diverted to operating, and facilitating an audit of, the new
business. In addition, much about the business plan, seasonality, cash flow and
other aspects of the Company's business, including the scope of the offering are
expected to change as a result of the acquisition. This letter will also confirm
that no shares of the Company's common stock were sold pursuant to the
Registration Statement and that the Company may undertake a subsequent private
offering in reliance upon Rule 155(c). 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 Bryan Allen at 185 South State Street, Salt Lake City, Utah 84111, at
(801) 257-7963 (telephone) or 801-532-7750 (telecopy).
Very truly yours,
Penge Corp.
/s/ Kirk Fischer
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Kirk Fischer
Chief Executive Officer