Form RW - Registration Withdrawal Request
October 13 2023 - 3:18PM
Edgar (US Regulatory)
Direct
Communication Solutions, Inc.
11021
Via Frontera, Suite C
San
Diego, CA 92127
(858)
798-7100
October
13, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, NE
Washington,
DC 20549
Attention: |
Scott Anderegg |
|
Donald Field |
Re: |
Direct Communication Solutions, Inc. |
|
Withdrawal of Registration Statement on Form S-1 |
|
File No. 333-268637 |
Ladies
and Gentlemen:
Pursuant
to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), Direct Communication Solutions,
Inc. (the “Company”) hereby requests that the above-captioned Registration Statement on Form S-1 together with
all amendments and exhibits thereto (File No. 333-268637), initially filed with the Securities and Exchange Commission (the “Commission”)
on December 1, 2022 (the “Registration Statement”), be withdrawn effective immediately.
The
Company is seeking withdrawal of the Registration Statement because it has determined not to seek a public offering at this time. The
Registration Statement has not been declared effective by the Commission and the Company confirms that no securities were issued or sold
pursuant to the Registration Statement. Based on the foregoing, the Company submits that the withdrawal of the Registration Statement
is consistent with the public interest and the protection of investors. Pursuant to Rule 477(c) under the Securities Act, the Company
advises the Commission that it may undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities
Act.
Accordingly,
the Company requests that the Commission issue an order granting the withdrawal of the Registration Statement (the “Order”)
effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to the Company’s
counsel W. David Mannheim of Nelson Mullins Riley & Scarborough LLP via email at david.mannheim@nelsonmullins.com. Pursuant to Rule
477(b) of the Securities Act, the Company understands that this request for withdrawal of the Registration Statement will be deemed granted
as of the date hereof unless the Company receives notice from the Commission within 15 days of the date hereof that such request will
not be granted.
In
accordance with Rule 457(p) of the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing
of the Registration Statement be credited for future use.
If
you have any questions regarding this withdrawal or if you require any additional information, please contact W. David Mannheim at (919)
329-3804. Thank you for your assistance.
|
Very truly yours, |
|
|
|
Direct Communication Solutions, Inc. |
|
|
|
By: |
/s/ Chris Bursey |
|
|
Chris Bursey |
|
|
Chief Executive Officer |
cc:
W.
David Mannheim
Nelson
Mullins Riley & Scarborough LLP
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