Withdrawal of Amendment to Registration Statement
CAPRIUS,
INC.
March
28,
2006
|
Division
of Corporation Finance
United
States Securities and Exchange Commission
Washington,
DC 20549
|
|
Re:
|
Withdrawal
of Post-Effective Amendment to Registration Statement on Form
SB-2
File
No. 333-124096
|
Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, this letter serves as an
application by Caprius, Inc. to withdraw the Post-Effective Amendment to
Registration Statement on Form SB-2 we had filed on March 23, 2006 (File No.
333-124096) (the “Amendment”). No securities have been offered or sold in
connection with the offering registered under the Amendment.
The
request for withdrawal is being made as the SEC staff advised us that the
Amendment had been filed with the incorrect EDGAR form label. The filing had
been made as an SB-2/A, which was an error, as the filing should have been
under
“POS AM.” We are filing the Amendment under the EDGAR system under the label POS
AM.
Should
you have any questions or require additional information regarding our
application for withdrawal, please contact me or our counsel Bruce A. Rich
of
Thelen Reid & Priest LLP at (212) 603-6780.
Sincerely,
/s/
Jonathan
Joels
Jonathan
Joels
Chief
Financial
Officer