rw_ea2magnegas.htm
Securities
and Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
Registration
Statement on Form S-1
Filed
with the Securities and Exchange Commission on April 17, 2008
(Registration
No. 333-146952)
Request
for Withdrawal
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, MagneGas Corporation
(the “Company”), hereby applies for the withdrawal of its registration statement
on Form S-1, File No. 333-146952, which was filed on April 17, 2008 (the
“Registration Statement”).
Such
withdrawal is requested because the Company plans to obtain more financing
and will file a new Registration Statement on Form S-1.
No sales
of any of the Company's securities have been completed and the Registration
Statement has not been declared effective by the Commission. However, the
Company may undertake a private offering in the future in reliance on Securities
Act Rule 155(c).
Accordingly,
we respectfully request that the Commission grant an order for the withdrawal of
the Registration Statement and declare the withdrawal effective as soon as
possible.
Should
you have any comments please contact the Company’s legal counsel, Gregg E.
Jaclin, Esq. at (732) 409-1212.
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Very
truly yours,
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MAGNEGAS
CORPORATION
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By:
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/s/ Dr. Ruggero Maria
Santilli
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Dr.
Ruggero Maria Santilli
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Chief
Executive Officer
Chairman
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