June 10,
2009
VIA
EDGAR
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100 F.
Street, N.E.
Judiciary
Plaza
Washington,
D.C. 20549-1004
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Re:
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Seven
Arts Pictures PLC
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Registration
Statement on Form F-1 (File No. 333-158669)
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Application
for Withdrawal
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Act”), Seven Arts Pictures PLC, a corporation organized under the laws of
England and Wales (the “Registrant”), hereby respectfully requests withdrawal of
its Registration Statement on Form F-1 (File No. 333-158669), together
with all exhibits and the amendments thereto (the “Registration
Statement”).
The
Registration Statement was originally filed with the Securities and Exchange
Commission (the “Commission”) on April 21, 2009. The Registrant is
withdrawing the Registration Statement in response to initial comments received
from the Staff of the Securities and Exchange Commission. The Registrant
hereby confirms that no securities have been sold pursuant to the Registration
Statement and all activity regarding the proposed public offering has been
discontinued. The Registrant hereby informs the Staff that it may
undertake a subsequent private offering in reliance on the safe harbor set forth
in Rule 155(c) promulgated under the Act.
The
Registrant also requests that, in accordance with Rule 457(p) under
the Act, all fees paid to the Commission in connection with the filing of the
Registration Statement be credited to the Registrant’s account with the
Commission for future use.
It is our
understanding that this application for withdrawal of the Registration Statement
will be deemed granted as of the date that it is filed with the Commission
unless, within fifteen days after such date, the Registrant receives notice from
the Commission that this application will not be granted. If you have any
questions regarding this application for withdrawal, please contact Peter
Hoffman, of the Registrant, at (323) 634-0990.
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Very
truly yours,
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By:
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___/s/ Peter
Hoffman__________
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Name:
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Peter
Hoffman
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Title:
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Chief
Executive Officer
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Seven
Arts Pictures
6121
Sunset Blvd., Suite 512
Hollywood,
CA 90028
Tel:
(323) 634-0990 ~ Fax: (323) 463-1670
Direct
Email: phoffman@7artspictures.com