INTERPLAY ENTERTAINMENT CORP
1682 LANGLEY AVENUE
IRVINE, CALIFORNIA 92606
PHONE: 310/432.1958 < FAX: 310/432.1959
January 25, 2006
VIA EDGAR & FACSIMILE
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Division of Corporation Finance
Securities and Exchange Commission
100 F. Street North East
Washington, D.C. 20549-0406
RE: Interplay Entertainment Corp.(IPLY)
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 Sir/ Madam:
The following issues have been addressed as follows:
ITEM 9A. CONTROLS AND PROCEDURES, PAGE 38
1) A 10K-A has been filed disclosing that our controls and procedures were not
effective, at the reasonable assurance level, in ensuring that information
required to be disclosed is recorded, processed, summarized and reported
within the time period specified in the SEC's rules and forms and in timely
alerting him to material information required to be included in this
report.
2) See response to item # 1 above and we have also described that on January
18, 2005 the Controller of the Company at that time resigned causing the
auditors to note a material weakness. Management appointed a new Controller
to take over the reporting duties from the previous Controller and hired
additional accounting staff. The Company also took steps to remediate any
material weakness by relocating to new offices, gathering archives and
reinstalling all computer systems. We also filed 10-Q/A for the period
ended March 31, 2005 and made the relevant changes as in Form 10-K/A.
3) See response to items # 1 and #2 above.
We also filed 10-Q/A(No.2) for the period ended June 30, 2005 and made the
relevant changes as in Form 10-K(A) in response to the comments raised.
4) See response to items #1, #2 and #3 above. We have rewritten the last
paragraph of our discussion on control and procedures as follows:
Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations on all internal
control systems, our internal control system can provide only reasonable
assurance of achieving its objectives and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within our Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, and/or by management override of the control. The design of any system
of internal control is also based in part upon certain assumptions about the
likelihood of future events, and can provide only reasonable, not absolute
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become inadequate because
of changes in circumstances, and/or the degree of compliance with the policies
and procedures may deteriorate.
We believe that we have responded to all of the issues that you have
raised. Blacklined copies of each of the amended sections of the filings
referred to above will be attached to a faxed copy which will be sent to you for
your convenience.
Sincerely,
/s/ Herve Caen
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Herve Caen
CEO/Interim Chief Financial Officer
Cc: Christopher White