RW 1 t300116.txt WITHDRAWAL OF FORM 10-SB JAMES R. LEONE Attorney at Law P.O. Box 755 New Smyrna Beach, FL 32170-0755 3188 Oak Lane Edgewater, FL 32132 Telephone (386) 478-1743 Fax (386) 478-1744 Mobile (407) 701-8550 E-mail:jrleoneattorney@yahoo.com February 25, 2003 BY MAIL AND FAX TO (202) 942-9516 (OR 15+ PP. -9626 OR 7 OR 8) -------------------------------------------------------------- Phone (202) 942-1794 STEVEN J. HEARNE, Attorney Examiner Securities and Exchange Commission 450 Fifth Street NW Washington, D.C. 20549 RE: Alfa Utility Services, Inc. File No. 333-86984 Withdrawal Of Form SB-2 Registration Statement Supplemental Clarification Dear Mr. Hearne: In preparing the Form 10-SB Amendment No. 6 over the weekend, I revised and clarified the technical details of the description of Ontario Power's withdrawal as a subsidiary of Alfa the Canadian corporation and thus as a second level subsidiary of the registrant, Alfa the Delaware corporation. The decision to withdraw Ontario Power, and the reversal of the exchange of shares which resulted in Ontario Power becoming an Alfa subsidiary, was made by Alfa Canada's Class A Preference Shareholders, the two Canadian corporations controlled by Joseph Alfano, Carmine Industries Ltd. and Ontario Limited, and of course Mr. Alfano. They were the former shareholders of Ontario Power and they and Mr. Alfano (rather than Ontario Power itself) bore the loss of value from dilution of the earnings and assets attributable to Ontario Power Page 1 of Supplemental Clarification as a subsidiary of Alfa. Thus, the withdrawal decision and share exchange cancellation are more accurately described as theirs and Mr. Alfano's, while the other actions of Ontario Power back under their ownership, such as selecting a shell or other holding company arrangement for a replacement SB-2, are still accurately described in my letter. I regret the technical lack of clarity in my January 24 withdrawal request and any inconvenience it may have caused. The 10-SB amendment will use more accurate descriptions. Again, please advise us if you require any further information at this time. Please also advise us as to the anticipated withdrawal date for the SB-2. Thank you very much. Yours Very Truly, /s/ JAMES R. LEONE ------------------ James R. Leone ENCLOSURES ---------- None CC: Robert Simone, VP, Alfa via fax (905) 850-9152 Page 2 of Supplemental Clarification