GLOBAL
RESOURCE CORPORATION
December
22, 2010
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attn:
Russell Mancuso, Esq., Branch Chief
Re:
Withdrawal of Registration Statement on Form S-1 (File No.
333-152118)
Gentleman:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), Global Resource Corporation, a Nevada corporation (the
"Registrant"), hereby applies to the Securities and Exchange Commission (the
"Commission") for its consent to immediately withdraw the Registrant's
registration statement on Form S-1 (Registration Statement No. 333-152118) filed
by the Company with the Commission on July 3, 2008, as amended by Amendment No.
1, as filed on December 24, 2008 and Amendment No. 2, as filed on July 20, 2009
including all exhibits thereto (the "Registration Statement ").
The Registration Statement was not
declared effective by the Commission and no securities of the Company were sold
pursuant to the Registration Statement.
The
Registrant seeks withdrawal of the Registration Statement because the warrants
(the “Warrants”) that are the subject of the Registration Statement have been
cancelled pursuant to the terms and conditions of a securities exchange
agreement (the “Exchange Agreement”) by and between the Registrant and each
selling security holder identified in the Registration Statement. In
accordance with the terms of the Exchange Agreement, the Warrants were
cancelled. The issuance of the securities in connection with the
Exchange Agreement is exempt from Commission registration pursuant to Section
3(a)(9) of 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.
Should you have further questions
regarding this request for withdrawal, please contact the Registrant's legal
counsel, David Feldman. David Feldman may be reached at (212)
869-7000 or by email at dfeldman@richardsonpatel.com. Thank you for your
assistance in this matter.
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Sincerely
GLOBAL RESOURCE CORPORATION
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By:
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| Name: | Ken Kinsella | ||
| Title: | Chief Executive Officer | ||
,