Sahas Technologies LLC (Order Dismissing Proceedings)

UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Rel. No. 9189 / February 17, 2011 Admin. Proc. File No. 3-14237 In the Matter of ORDER DISMISSING the Registration Statement of PROCEEDINGS Sahas Technologies LLC On February 7, 2011, we issued an Order Fixing Time and Place of Public Hearing and Instituting Proceedings ("OIP") against Sahas Technologies LLC ("Sahas") under Section 8(d) of the Securities Act of 1933.1 As stated in the OIP, Sahas filed a registration statement (and an exhibit attached thereto, collectively the "registration statement") on January 20, 2011. The registration statement states that Sahas plans to issue 75,000 shares of common stock at $1 per share, for a total offering of $75,000. The OIP alleges, however, that Sahas' registration statement is materially deficient because it fails to include audited financial statements meeting the requirements of Regulation S-X. The OIP also alleges that the registration statement is materially deficient because it fails to include the following items required by Regulation S-K: Items 303 (management's discussion and analysis); 202 (description of securities); 501 (outside front cover page of a prospectus); 503(c) (risk factors); 504 (use of proceeds); and 601 (exhibits). The OIP further ordered that public proceedings be instituted to determine whether the allegations with respect to the registration statement are true, whether Sahas has any defenses to those allegations, and whether the Commission should issue a stop order suspending the effectiveness of Sahas' registration statement. The OIP ordered that such proceedings be commenced on February 22, 2011, that a law judge preside over those proceedings, and that Sahas file an answer to the allegations in the OIP within ten days after service of the OIP. On February 9, 2011, the Division of Enforcement (the "Division") moved to dismiss the OIP and related proceedings against Sahas. The Division states that Sahas filed an application, in proper form, on February 8, 2011 to withdraw the registration statement before its effective date. Securities Act Rule 477 provides that such an application to withdraw a registration statement is deemed granted at the time of filing unless the Commission, within fifteen calendar 1 15 U.S.C. § 77h(d). 2 days after the application is filed, notifies the applicant that it will not be granted.2 The Division explains that the Division of Corporation Finance has informed the Division of Enforcement that it does not object to the grant of this motion "because the application to withdraw the Registration is in proper form and has been marked as accepted." The Division adds that Sahas' chief executive officer telephoned the Division on February 8, 2011 to advise the Division that Sahas had filed an application to withdraw the registration statement, and Sahas has not filed a response to the Division's motion. The Division, therefore, requests that "the Commission not exercise its authority to reject the application, but instead, dismiss the proceedings as moot." Accordingly, it is ORDERED that the proceeding with respect to Sahas Technologies LLC be, and it hereby is, dismissed. By the Commission. Elizabeth M. Murphy Secretary 2 17 C.F.R. § 230.477.