Mail Stop 4561
December 27, 2005
Mr. Herve Caen
Interim Chief Executive Officer
Interplay Entertainment Corp.
1682 Langley Avenue
Irvine, California 92606
Re: Interplay Entertainment Corp.
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 10-Q for the Fiscal Quarter Ended March 31, 2005
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
File No. 000-27338
Dear Mr. Caen:
We have reviewed the above referenced filings and you
response letter dated November 14, 2005 and have the following
comments. Please note that we have limited our review to the
matters
addressed in the comments below. We may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Item 9A. Controls and Procedures, page 38
1. We note your response to prior comment number 1 and reissue and
clarify the comment. Your response indicates that your disclosure
controls and procedures were of limited effectiveness, which is
the
same conclusion disclosed in your Form 10-K for the year Ended
December 31, 2004. However, based on this disclosure, it remains
unclear whether your Chief Executive Officer and interim Chief
Financial Officer concluded that your disclosure controls and
procedures are effective as of December 31, 2004. Please revise
your
disclosure to state, in clear and unqualified language, the
conclusions reached by your Chief Executive Officer and interim
Chief
Financial Officer on the effectiveness of your disclosure controls
and procedures. The conclusion reached should not be qualified and
should state either that the controls are effective or not
effective.
Therefore, you need to conclude whether your disclosure controls
and
procedures were either effective or not effective as of December
31,
2004 and amend your Form 10-K to clearly disclose your conclusion.
2. We note your response to prior comment number 2 and reissue and
clarify the comment. Amend your Form 10-K for the year ended
December 31, 2004 to disclose how you considered the material
weakness noted by your former accountants in your assessment of
the
effectiveness of disclosure controls and procedures as of December
31, 2004 and March 31, 2005. Also disclose in greater detail the
specific steps the company has taken to remediate the material
weakness.
3. We note your response to prior comment number 3 and reissue and
clarify the comment. We note that your disclosure controls and
procedures were of limited effectiveness, at the reasonable
assurance
level, "in timely alerting him to material information required to
be
included in this report" in this filing and on page 23 of your
Form
10-Q for the quarterly period ended March 31, 2005 and page 25 of
your Form 10-Q for the quarterly period ended June 30, 2005.
Amend
your filings to revise your disclosure to clarify, if true, that
your
officers concluded that your disclosure controls and procedures
are
also effective (or not effective) in ensuring that information
required to be disclosed is recorded, processed, summarized and
reported within the time periods specified in the Commissions
rules
and forms. We refer you to Exchange Act Rule 13a-15(e).
4. We note your response to prior comment number 4 and reissue and
clarify the comment. Your response states that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives. Therefore, your disclosure should
include this statement instead of your previous statement that
that
"there can be no absolute assurance that any design will succeed
in
achieving its stated goals under all potential future conditions".
Amend your Form 10-K for the year ended December 31, 2004, your
Form
10-Q for the quarterly period ended March 31, 2005 and your Form
10-Q
for the quarterly period ended June 30, 2005 to revise your
disclosure.
*****
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Christopher White, Staff Accountant, at (202)
551-3461 or me at (202) 551-3488 if you have any questions
regarding
our comments on the financial statements and related matters.
Sincerely,
Stephen Krikorian
Accounting Branch Chief
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Mr. Herve Caen
Interplay Entertainment Corp.
December 27, 2005
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