UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 11, 2005
INTERPLAY ENTERTAINMENT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-24363 33-0102707
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(Commission File Number) (IRS Employer Identification No.)
1682 LANGLEY AVENUE, IRVINE, CALIFORNIA 92619
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(Address of Principal Executive Offices) (Zip Code)
(310) 432 1958
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange ct (17 CFR 240.14d-2(B))
|_| Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c))
4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 11, 2005, Interplay Entertainment Corp. (the "Company") was
informed by Squar, Milner, Reehl & Williamson, LLP ("Squar Milner") that Squar
Milner was resigning as the Company's independent registered public accounting
firm. Pursuant to Item 304(a) Regulation S-K under the Securities Act of 1933,
as amended, and under the Securities Exchange Act of 1934, as amended, the
Company reports as follows:
(a) (i) Squar Milner informed the Company's Audit committee on
March 10, 2005 of their intention to resign as the Company's independent
registered public accounting firm as of February 8, 2005.
(ii) During the years ended December 31, 2002 and 2003,
the Company's consolidated financial statements did not contain any adverse
opinion or disclaimers of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, other than an explanatory
paragraph regarding an uncertainty as to the Company's ability to continue as a
going concern.
(iii) The resignation of Squar Milner was accepted and
approved by the Company's audit committee of the Board of Directors on March 11,
2005.
(iv) During the years ended December 31, 2002 and 2003,
and through March 11, 2005, there were no disagreements with Squar Milner on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Squar Milner's
satisfaction, would have caused them to make reference to the subject matter of
such disagreements in connection with their report on the Company's consolidated
financial statements for the years ended December 31, 2003 or 2002.
(v) During the years ended December 31, 2002 and 2003 and
through March 11, 2005, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)), except as follows:
In a letter to the Company dated February 8, 2005, but
received by the company on February 28, 2005, Squar Milner noted a
material weakness in the Company's internal control over financial
reporting during their interim review of the Company's unaudited
consolidated financial statements as of September 30, 2004 and for the
quarter then ended included in the Company's September 30, 2004 Form
10-Q, filed with the Securities and Exchange Commission on December 22,
2004. In such letter, Squar Milner cites the following:
MATERIAL WEAKNESS - LACK OF SUFFICIENT ACCOUNTING DEPARTMENT
PERSONNEL
We noted that the Company began losing most of its personnel
beginning in June 2004 through layoffs and resignations. Well
before September 30, 2004, substantially all accounting
department personnel, except for the controller, had departed
the Company. Additionally, most other Company
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personnel that the Company's accounting department interacts
with to provide information necessary to produce timely and
accurate financial statements had also departed the Company
well before September 30, 2004. While we were able to overcome
this internal control deficiency in order to complete our
interim review, we believe that this internal control
deficiency rises to the level of a material weakness in the
financial reporting process for the Company.
(b) The Company has not yet retained a new independent registered
public accounting firm.
(c) Attached hereto as Exhibit 16.1 is Squar Milner's letter
confirming certain disclosures made in this amendment to Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter of Squar Milner, dated March 15, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERPLAY ENTERTAINMENT CORP.
DATE: MARCH 15, 2005 BY: /S/ HERVE CAEN
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HERVE CAEN, CEO
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