January 4, 2012
| VIA EDGAR |
Courtney Haseley, Staff Attorney
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Entertainment Games, Inc. Application for Withdrawal on |
Form RW pursuant to Rule 477 of the Securities Act of
1933, as amended (the “Securities Act”), Registration
Statement on Form 10, as amended (File No. 000-27102)
Dear Ms. Haseley:
Pursuant to Rule 477 promulgated under the Securities Act, Entertainment Games, Inc. (the “Company”), hereby respectfully requests the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form 10-12G (File No. 000-27102), together with all exhibits thereto, initially filed with the Securities and Exchange Commission (the “Commission”), on November 7, 2011, and as amended on December 20, 2011 (as so amended, the “Registration Statement”).
The Company believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Company is withdrawing the Registration Statement to prevent it from automatically becoming effective on January 6, 2012. The Company is currently waiting for the Commission staff to complete its review of Amendment No. 1 to the Registration Statement and for additional comments, if any, from the Commission staff and thereafter the Company intends to respond to such comments.
The Company intends to file a new registration statement on Form 10 with the Commission immediately after withdrawal of the Registration Statement in order to fully respond to any additional Commission staff comments.
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 Company receives notice from the Commission that this application will not be granted. Please direct questions with respect to this matter to:
Nancy D. Weisberg, Esquire
McCausland Keen & Buckman
259 N. Radnor-Chester Road
Radnor, Pennsylvania 19087
Telephone: (610) 341-1070
Email:nweisberg@mkbattorneys.com
Facsimile: (610) 341-1099
Ellen Pulver Flatt, Vice President, General Counsel and Secretary
Entertainment Games, Inc.
Telephone: (215) 750-6606
Email:epulverflatt@egames.com
Facsimile: (215) 750-3722
Sincerely,
Entertainment Games, Inc.
By: /s/ Gerald W. Klein
Gerald W. Klein
Chief Executive Officer
