Registration Withdrawl
November
3, 2006
Securities
and Exchange Commission
100
F
Street, NE
Washington,
D.C. 20549
Registration
Statement on Form SB-2
Filed
with the Securities and Exchange Commission on September 15, 2006
(Registration
No. 333-137384)
Request
for Withdrawal
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, Univec, Inc. (the
“Company”) hereby applies for the withdrawal of its registration statement on
Form SB-2, File No. 333-137384, which was filed on September 15, 2006 (the
“Registration Statement”).
Such
withdrawal is requested, as the Company is uncertain of the basis for
determining that the transaction is appropriately characterized as an offering
to be made by or on behalf of persons other than the registrant, consistent
with
Rule 415(a)(1)(i). As a result, the Company determined that it should withdraw
the SB-2.
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).
Should
you have any comments please contact the Company’s legal counsel, Richard I.
Anslow at (732) 409-1212.
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Very
truly yours,
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UNIVEC,
INC.
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By: |
/s/ Dr.
David
Dalton |
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Dr.
David Dalton |
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Chief
Executive
Officer
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