RW 1 doc1.txt BHC, INC. 11515 66th Street Largo, FL 33773 (727) 533-8730 February 10, 2006 BY EDGAR --------- Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, DC 20549 Attention: John Reynolds Re: BHC, Inc. Registration Statement on Form SB-2 (File No. 333-104213) Request for Withdrawal of Registration Statement on Form SB-2 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the "Securities Act"), BHC, Inc. ("BHCI") hereby requests the consent of the Securities and Exchange Commission (the Commission") to the withdrawal of its pending Registration Statement on Form SB-2 (File No. 333-104213), together with all exhibits and amendments thereto (collectively, the "Registration Statement"). The Registration Statement was initially filed with the Commission on April 1, 2003 and amended on June 16, 2003, September 5, 2003, October 21, 2003, February 4, 2004, March 23, 2004, May 11, 2004, June 23, 2004, September 21, 2004, November 11, 2004, and January 20, 2005. There was no circulation of preliminary prospectuses in connection with the proposed transaction, the Registration Statement was not declared effective by the Commission and no BHCI securities were sold pursuant to the Registration Statement. This Request for Withdrawal is based upon BHCI's conclusion that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act. Further, this Request for Withdrawal is also based upon BHCI's conclusion that due to differing opinions between the Commission and BHCI as to whether BHCI is a "blank check" company under Rule 419 of the Securities Act, it is in the best interests of BHCI to suspend its efforts relating to the Registration Statement. BHCI hereby respectfully requests that the Commission issue a written order granting the withdrawal of the Registration Statement as soon as possible. BHCI also requests, in accordance with Rule 457(p) of the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be made payable to Gottbetter & Partners, LLP as Attorneys f/b/o BHCI and forwarded to: Jason M. Rimland, Esq. Gottbetter & Partners, LLP 488 Madison Avenue New York, NY 10022 Please fax a copy of the order granting to the Registrant's office to the attention of Scott G. Roix, Chief Executive Officer of BHCI, fax number 727-533-8730, with a copy to Jason M. Rimland, Esq. at Gottbetter & Partners, LLP, fax number 212-400-6901. If you have any questions or comments relating to this request for withdrawal, please contact Jason M. Rimland, Esq. at Gottbetter & Partners, LLP, telephone number 212-400-6900. Yours truly, BHC, Inc. /s/ Scott G. Roix Scott G. Roix President and Chief Executive Officer