April 23, 2014
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ruari Regan
|
Re: |
Greenscape Laboratories, Inc. Withdrawal of Registration Statement on Form S-1 (File No. 333-193073) |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), Greenscape Laboratories, Inc. (the ?Registrant?) hereby requests that the Securities and Exchange Commission (the ?Commission?) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-193073), together with all exhibits and amendments thereto (collectively, the ?Registration Statement?). The Registration Statement was originally filed with the Commission on December 24, 2013.
Upon review of the comments received from the Staff and consultation with the Company?s professional advisors, the Registrant has determined to not proceed with the offering contemplated by the Registration Statement. HD Retail Solutions, Inc. (?HDRE?), will not transmit the shares of the Registrant?s common stock to the shareholders of HDRE.
The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Pursuant to Rule 477(c), the Registrant advises the Commission that it may, upon consideration of its financing and strategic options, undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.
The Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned at Greenscape Laboratories, Inc., 1311 East La Rua St., Pensacola, Florida 32501, facsimile number (850) 912-8529, with a copy to the Company?s counsel, Kirton McConkie, Attn: Park Lloyd, 50 East South Temple Street, Suite 400, Salt Lake City, UT 84111, facsimile number (801) 212-2187.
If you have any questions with respect to this matter, please contact Park Lloyd of Kirton McConkie at 801-350-7619.
Sincerely,
_________________________
James R. J. Scheltema
President and Chief Executive Officer