Withdrawal Request
[IMSI
Letterhead]
VIA
FACSIMILE
Mark
P.
Shuman
Branch
Chief-Legal
Securities
and Exchange Commission
Washington,
DC 20549
(202)
772-9210
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Re:
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International
Microcomputer Software, Inc.
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Registration
Statement on Form S-4
Filed
December 16, 2005
File
No.
333-130407
**Application
for Withdrawal of Registration Statement Pursuant to Rule 477**
Dear
Mr.
Shuman,
On
behalf
of registrant International Microcomputer Software, Inc. ("Registrant"), I,
as
attorney-in-fact under the above referenced Registration Statement on Form
S-4
(the "IMSI Registration Statement") filed in connection with Registrant's
proposed reincorporation in Delaware, hereby request that the IMSI Registration
Statement be withdrawn, effective immediately, pursuant to Rules 477 and 478
of
the Securities Act of 1933, as amended.
No
securities were sold in connection with the offering. It is Registrant's intent
to cause Broadcaster, Inc., its wholly owned Delaware subsidiary
("Broadcaster"), to file a substantially similar Registration Statement on
Form
S-4 for the issuance of Broadcaster shares in connection with Registrant's
reincorporation in Delaware through a merger with Broadcaster. A courtesy copy
of Broadcaster's Registration Statement on Form S-4 will be delivered to you
when filed.
Sincerely,
/s/
Robert O'Callahan
Robert
O'Callahan
Chief
Financial Officer
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cc:
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Martin
Wade, Chief Executive Officer, IMSI
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Hugh
Fuller, Securities and Exchange Commission (202)
772-9210
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