UNITED STATES

10-Q/A 1 interplay10qa331.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q /A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2005

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

AND EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 0-24363

Interplay Entertainment Corp.

(Exact name of the registrant as specified in its charter)

Delaware 33-0102707

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

1682 Langley Avenue, Irvine, California 92614

(Address of principal executive offices)

(310) 432-1958

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Class Issued and Outstanding at June 7, 2005

Common Stock, $0.001 par value 93,855,634

INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES

FORM 10-Q/A

Note This amendment is being filed to correct inadvertent errors in item 4. Controls and Procedures

MARCH 31, 2005

TABLE OF CONTENTS

______________

		Page Number
Part I.	Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2005 (unaudited)
	and December 31, 2004	3

	Condensed Consolidated Statements of Operations for the Three
	Months ended March 31, 2005 and 2004 (unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Three Months
	ended March 31, 2005 and 2004 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and
	Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

Part II.	Other Information

Item 1.	Legal Proceedings	26

Item 3.	Defaults Upon Senior Securities	26

Item 6.	Exhibits	26

Signatures		27

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

	March 31, 2005	December 31, 2004
ASSETS
Current Assets: (unaudited)
Cash	$ 43	$ 29
Restricted Cash	-	2
Trade receivables from related parties, net of allowances of $2,370 and $2,370, respectively	20	10
Trade receivables, net of allowances of $94 and $34	305	139
Inventories	30	26
Prepaid licenses and royalties	20	-
Deposits	-	-
Prepaid expenses	26	-
Other current assets	11	137
Total current assets	455	343

Property and equipment, net	410	490
	$ 865	$ 833

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Current debt	$ 1,469	$ 1,575
Accounts payable	8,949	8,772
Accrued royalties	3,500	3,501
Advances from distributors and others	999	883
Advances from related parties	476	475
Payables to related parties	3,050	2,989
Total current liabilities	18,443	18,195

Commitments and contingencies
Stockholders' Deficit:
Preferred stock, $0.001 par value 5,000,000 shares authorized; no shares issued or outstanding, respectively,
Common stock, $0.001 par value 150,000,000 shares authorized; 93,855,634 shares issued and outstanding	94	94
Paid-in capital	121,640	121,640
Accumulated deficit	(139,427)	(139,211)
Accumulated other comprehensive income	115	115
Total stockholders' deficit	(17,578)	(17,362)
	$ 865	$ 833

See accompanying notes.

INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2005	2004
	(In thousands, except per share amounts)

Net revenues	$ 793	$ 6,917
Net revenues from related party distributors	-	1,492
Total net revenues	793	8,409
Cost of goods sold	171	5,083
Gross profit	622	3,326
Operating expenses:
Marketing and sales	103	991
General and administrative	648	1,206
Product development	81	2,007
Total operating expenses	832	4,204
Operating (loss) income	(210)	(878)
Other income (expense):
Interest expense	(6)	(14)
Other	-	(11)
Income before benefit for income taxes	(216)	(903)
Benefit for income taxes	-	-
Net (loss) income	(216)	(903)
Cumulative dividend on participating preferred stock	-	-
Net (loss) income available to common stockholders	$ (216)	$ (903)

Net (loss) income per common share:
Basic	$ (0.00)	$ (0.01)

Diluted	$ (0.00)	$ (0.01)
Shares used in calculating (loss) net income per common share:
Basic	93,856	93,856
Diluted	93,856	93,856

See accompanying notes.

INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2005	2004
Cash flows from operating activities:	(In thousands)	(In thousands)
Net (loss) income	$ (216)	$ (903)
Adjustments to reconcile net (loss) income to cash (used) provided by operating activities:
Depreciation and amortization	79	283
Non-cash interest expense	-	-
Non cash accruals	315	-
Changes in operating assets and liabilities:
Trade receivables from related parties	(10)	295
Trade receivables, net	(167)	(4)
Inventories	(4)	(88)
Prepaid licenses and royalties	(20)	(90)
Other current assets, net	101	(548)
Accounts payable	(138)	2,514
Accrued royalties	(1)	205
Deferred Revenue	62	-
Payables to related parties	144	10
Additions to restricted cash	2	-
Advances	-	(2,295)
Net cash provided by (used in) operating activities	147	(621)

Cash flows from investing activities:
Purchase of property and equipment	-	(5)
Net cash used in investing activities	-	(5)

Cash flows from financing activities:
Repayment of Current Debt	(105)	(515)
Net proceeds from issuance of common stock	-	-
Net cash provided by (used in) financing activities	(105)	(515)
Effect of exchange rate changes on cash	-	(2)
Net increase (decrease) in cash	42	(1,143)
Cash, beginning of period	-	1,171
Cash, end of period	$ 42	$ 28

Supplemental cash flow information:
Cash paid for:
Interest	$ 6	$ 6

See accompanying notes.

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Interplay Entertainment Corp. (which we refer to as the "Company" in these Notes) and its subsidiaries reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the results for the interim period in accordance with instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. The results of operations for the current interim period are not necessarily indicative of results to be expected for the current year or any other period. The balance sheet at December 31, 2004 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by GAAP for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the U.S. Securities and Exchange Commission ("SEC").

Factors Affecting Future Performance and Going Concern Status

The Company's independent public accountants included a "going concern" explanatory paragraph in their audit report on the December 31, 2004 consolidated financial statements which were prepared assuming that the Company will continue as a going concern.

To reduce working capital needs, the Company has implemented various measures including a reduction of personnel, a reduction of fixed overhead commitments, cancellation or suspension of development on future titles which management believes do not meet sufficient projected profit margins. All costs incurred and expected to be incurred associated with the restructuring activities of the Company are considered insignificant. Management will continue to pursue various alternatives to improve future operating results, and further expense reductions, some of which may have a long-term adverse impact on the Company's ability to generate successful future business activities.

In addition, the Company continues to seek and expects to require external sources of funding, including but not limited to, a sale or merger of the Company, a private placement of the Company's securities, the sale of selected assets, the licensing of certain product rights in selected territories, selected distribution agreements, and/or other strategic transactions sufficient to provide short-term funding, and potentially achieve the Company's long-term strategic objectives.

In August 2002, the Company entered into a new three-year North American distribution agreement (the "2002 Agreement") with Vivendi Universal Games, Inc. ("Vivendi"), which substantially replaces the August 2001 agreement with Vivendi. Under the 2002 agreement, the Company receives cash payments from Vivendi for distributed products sooner than under the Company's August 2001 agreement with Vivendi. The Company has amended its agreement with Vivendi to increase the number of territories in which Vivendi can distribute the Company's products. In return, the Company has received additional advances from Vivendi for these additional rights.

The Company anticipates its current cash reserves, plus its expected generation of cash from existing operations, will not be sufficient to fund its anticipated expenditures through the second quarter of fiscal 2004. Consequently, the Company expects that it will need to substantially reduce its working capital needs and/or raise additional capital. However, no assurance can be given that alternative sources of funding could be obtained on acceptable terms, or at all. These conditions, combined with the Company's historical operating losses and its deficits in stockholders' equity and working capital, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that might result from the outcome of this uncertainty.

See Notes 5 and 7 for additional factors relating to the Company's going concern status.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include, among others, sales returns and allowances, cash flows used to evaluate the recoverability of prepaid licenses and royalties, channel exposure and long-lived assets, and certain accrued liabilities related to litigation.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Interplay Entertainment Corp. and its wholly-owned subsidiaries, Interplay Productions Limited (U.K.), Interplay OEM, Inc., Interplay Productions Pty Ltd (Australia), Interplay Co., Ltd., (Japan) and Games On-line.com, Inc. All significant intercompany transactions have been eliminated.

Reclassifications

Certain reclassifications have been made to the prior period's condensed consolidated financial statements to conform to classifications used in the current period.

Revenue Recognition

Revenues are recorded when products are delivered to customers in accordance with Statement of Position ("SOP") 97-2, "Software Revenue Recognition" and SEC Staff Accounting Bulletin No. 101, Revenue Recognition. With the signing of a distribution agreement with Vivendi in August 2001, substantially all of the Company's sales are made by two distributors: Vivendi and Avalon Interactive Group Ltd. ("Avalon"), a wholly owned subsidiary of Titus Interactive S.A., our majority stockholder ("Titus") which is a related party.

The Company recognizes revenue from sales by distributors, net of sales commissions, only as the distributor recognizes sales of the Company's products to unaffiliated third parties. For those agreements that provide the customers the right to multiple copies of a product in exchange for guaranteed amounts, revenue is recognized at the delivery and acceptance of the product master. Per copy royalties on sales that exceed the guarantee are recognized as earned. Guaranteed minimum royalties on sales, where the guarantee is not recognizable upon delivery, are recognized as the minimum payments come due.

The Company is generally not contractually obligated to accept returns, except for defective, shelf-worn and damaged products in accordance with negotiated terms. However, on a case by case negotiated basis, the Company permits customers to return or exchange products and may provide markdown allowances on products unsold by a customer. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 48, "Revenue Recognition when Right of Return Exists," revenue is recorded net of an allowance for estimated returns, exchanges, markdowns, price concessions and warranty costs. Such reserves are based upon management's evaluation of historical experience, current industry trends and estimated costs. The amount of reserves ultimately required could differ materially in the near term from the amounts included in the accompanying condensed consolidated financial statements.

Customer support provided by the Company is limited to email and Internet support. These costs are not significant and are charged to expense as incurred.

The Company also engages in the sale of licensing rights on certain products. The terms of the licensing rights differ, but normally include the right to develop and distribute a product on a specific video game platform. For these activities, revenue is recognized when the rights have been transferred and no other obligations exist for the Company.

The Emerging Issues Task Force ("EITF") issued EITF 01 09 in November 2001. The pronouncement codifies and reconciles the consensus reached on EITF 00-14, 00-22 and 00-25, which addresses the recognition, measurement and profit and loss account classification of certain selling expenses. The adoption of this pronouncement has resulted in the reclassification of certain selling expenses including sales incentives, slotting fees, buy downs and distributor payments from cost of sales and administrative expenses to a reduction in sales. These amounts, consisting principally of promotional allowances to the Company's retail customers were previously recorded as sales and marketing expenses; therefore, there was no impact on results of operations for any period.

Stock-Based Employee Compensation

At March 31, 2005, the Company has one stock-based employee compensation plan. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. The Company incurred stock-based employee compensation expense for the three months ended March 31, 2005 and 2004. The following table illustrates the effect on net income (loss) and earnings (loss) per common share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.

	Three Months Ended
	March 31,
	2005	2004
	(Dollars in thousands, except per share amounts)
Net income (loss) available to common stockholders, as reported	$ (249)	$ (903)
Pro forma compensation expense	(2)	(16)
Pro forma net income (loss) available to common stockholders	$ (251)	$ (919)
Earnings (loss) per common share, as reported
Basic	$ -	$ (0.01)
Diluted	$ -	$ (0.01)

Earnings per common share, pro forma
Basic	$ (0.00)	$ (0.01)
Diluted	$ (0.00)	$ (0.01)

Recent Accounting Pronouncements

Recent accounting pronouncements discussed in the notes to the December 31, 2004 audited financial statements, filed previously with the SEC in Form 10-K, that were required to be adopted during the period ended March 31, 2004 did not have a significant impact on the Company's financial statements.

Note 2. Inventories

Inventories consist of the following:

	March 31,	December 31,
	2005	2004
	(Dollars in thousands)
Packaged software	$ 37	$ 26

Note 3. Prepaid licenses and royalties

Prepaid licenses and royalties consist of the following:

March 31, December 31,

2005 2004

(Dollars in thousands)

Prepaid royalties for titles in development $ 20 $ 193

Prepaid licenses and trademarks, net of amortization - 106

$ 20 $ 299

Amortization of prepaid licenses and royalties is included in cost of goods sold and totaled $0 and $0 million for the three months ended March 31, 2005 and 2004, respectively. Included in the amortization of prepaid licenses and royalties are write-offs of development projects that were cancelled because they were not expected to meet the Company's desired profit requirements. These amounts totaled $0 and $0 for the three months ended March 31, 2005 and 2004, respectively.

Note 4. Advances from Distributors and Others

Advances from distributors and original equipment manufacturers ("OEMs") consist of the following:

March 31, December 31,

2005 2004

(Dollars in thousands)

Advances for other distribution rights $ 447 $ 476

Net advance from Vivendi distribution agreements $ 3,050 $ 2,989

Note 5. Commitments and Contingencies

The Company is involved in various legal proceedings, claims and litigation arising in the ordinary course of business, including disputes arising over the ownership of intellectual property rights and collection matters. In the opinion of management, the outcome of known routine claims will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. From time to time, the Company may also be engaged in legal proceedings arising outside of the ordinary course of business.

On September 16, 2002, Knight Bridging Korea Co., Ltd ("KBK") filed a $98.8 million complaint for damages against Atari Interactive, Inc. (formerly known as Infogrames Interactive, Inc.) and other Atari Interactive affiliates as well as our subsidiary GamesOnline.com, Inc., ("GOL") alleging, among other things, breach of contract, misappropriation of trade secrets, breach of fiduciary duties and breach of implied covenant of good faith in connection with an electronic distribution agreement dated November 2001 between KBK and GOL. KBK has alleged that GOL failed to timely deliver to KBK assets to a product, and that it improperly disclosed confidential information about KBK to Atari. KBK amended its complaint to add us as a separate defendant. GOL counterclaimed against KBK for breach of contract as KBK owes GOL $700,000 in guaranteed advanced fees under the term of the agreement. In addition, the Company filed an action against Atari Interactive for breach indemnity, among other claims. In October 2004, the California Superior court dismissed the legal action of KBK against the Company and its subsidiary GOL and granted a judgment to GOL in the cross complaint from GOL against KBK for $890,730. GOL dismissed its action against Atari Interactive in April 2005.

On October 24, 2002, Synnex Information Technologies Inc ("Synnex") initiated legal proceedings against the company for various claims. The Company's attorney's have filed and obtained a motion to be relieved as counsel on August 10, 2004. The company has not yet retained replacement counsel in this action.

On November 25, 2002, Special Situations Fund III, Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P., and Special Situations Technology Fund, L.P. (collectively, "Special Situations") initiated legal proceedings against us seeking damages of approximately $1.3 million, alleging, among other things, that we failed to secure a timely effective date for a Registration Statement for our shares purchased by Special Situations under a common stock subscription agreement dated March 29, 2002 and that we are therefore liable to pay Special Situations $1.3 million. This matter was settled and the case dismissed in December 2003. Special Situations had entered into a settlement agreement with us contemplating payments over time. We are currently in default of the settlement agreement.

On or about October 9, 2003, Warner Brothers Entertainment, Inc. ("Warner") filed suit against us in the Superior Court for the State of California, County of Orange, alleging default on an Amended and Restated Secured Convertible Promissory Note held by Warner dated April 30, 2002, with an original principal sum of $2.0 million. At the time the suit was filed, the current remaining principal sum due under the note was $1.4 million in principal including interest. Subsequently the company entered into a settlement agreement with Warner. The Company is currently in default of the settlement agreement.

In March 2004, we instituted litigation in the Superior Court for the State of California, Los Angeles County, against Battleborne Entertainment, Inc. ("Battleborne") Battleborne was developing a console product for us tentatively titled "Airborne: Liberation". Our complaint alleges that Battleborne repudiated the contract with us and subsequently renamed the product and entered into a development agreement with a different publisher. We seek a declaration from the court that we retain rights to the product, or damages.

In April 2004, Arden Realty Finance IV LLC ("Arden") filed an unlawful detainer action against the Company in the Superior Court for the State of California, County of Orange, alleging the Company's default under its corporate lease agreement. At the time the suit was filed, the alleged outstanding rent totaled $431,823. The Company was unable to pay the rent, and vacated the office space during the month of June 2004. On June 3, 2004, Arden obtained a judgment of approximately $588,000 exclusive of interest. In addition the Company is in the process of resolving a prior claim with the landlord in the approximate amount of $148,000, exclusive of interest. The Company has negotiated a forbearance agreement whereby Arden has agreed to accept payments commencing in January 2005 in the amount of $60,000 per month until the full amount is paid.

The Company has not accrued any amount for any remaining lease obligation, should such obligation exist. We are currently in default of the forbearance agreement.

In April 2004, Bioware Corporation filed an action against the Company in the Superior Court for the State of California, County of Orange, alleging breach of contract for failure to pay royalties. At the time of filing, Bioware alleged that it was owed approximately $156,000 under various agreements for which it obtained a writ of attachment to secure payment of the alleged obligation if it is successful at trial. Bioware also sought and obtained a temporary restraining order prohibiting the Company from transferring assets up to the amount sought in the writ of attachment. We successfully opposed the preliminary injunction and vacated the temporary restraining order. Bioware subsequently dismissed their action.

Monte Cristo Multimedia, a French video game developer and publisher, filed a breach of contract complaint against the Company in the Superior Court for the State of California, County of Orange, on August 6, 2002, alleging damages in the amount of $886,406 plus interest, in connection with an exclusive distribution agreement. This claim was settled for $100,000, payable in twelve installments, however, the Company was unable to satisfy its payment obligations and consequently, Monte Cristo has filed a stipulated judgment against the Company in the amount of $100,000. If Monte Cristo executes the judgment, it will negatively affect the Company's cash flow, which could further restrict the Company's operations and cause material harm to our business.

Snowblind entered into a partial settlement agreement on June 23, 2004 following the suit filed by Snowblind on November 19, 2003. Snowblind filed a second amended complaint against the Company on or about July 12, 2004 claiming various causes of action including but not limited to, breach of contract, account stated, open book account, and recission. The action was settled in April 2005 and we granted Snowblind the exclusive license to develop games using the DARK ALLIANCE Trademark under certain conditions. We retained the right to develop massively multiplayer online games using the DARK ALLIANCE trademark.

In August 2003, Reflexive Entertainment, Inc. filed an action against the Company in the Orange County Superior Court that was settled in July 2004. The Company was unable to make the payments and Reflexive sought and obtained judgment against the company.

On March 27, 2003, KDG France SAS ("KDG") filed an action against Interplay OEM, Inc. and Herve Caen for various claims. On December 29, 2003 a settlement agreement was entered into whereby Herve Caen was dismissed from the action. Further the settlement was entered into with Interplay OEM only in the amount of $170,000 however KDG reserved its rights to proceed against the Company if the settlement payment was not made. As of this date the settlement payment was not made.

The Company received notice from the Internal Revenue Service ("IRS") that it owes approximately $117,000 in payroll tax penalties which it has accrued for at March 31, 2005.

The Company was unable to meet certain 2004 payroll obligations to its employees; as a result several employees filed claims with the State of California Labor Board ("Labor Board"). The Labor Board has fined the Company approximately $10,000 for failure to meet its payroll obligations and set trial dates for August 2005.

The Company's property, general liability, auto, fiduciary liability, workers compensation and employment practices liability, have been cancelled. The Company subsequently entered into a new workers compensation insurance plan. The Labor Board fined the Company approximately $79,000 for having lost workers compensation insurance for a period of time. The Company is appealing the Labor Board fines. On December 29, 2004, Piper Rudnick LLP ("Piper Rudnick") filed an action against Interplay Entertainment Corp. for various claims for unpaid services. We are currently evaluating the merit of this lawsuit.

Note 6. Earnings (loss) Per Common Share

Basic earnings or (loss) per common share is computed as net earnings attributable to common stockholders divided by the weighted-average number of common shares outstanding for the period and does not include the impact of any potentially dilutive securities. Diluted earnings per common share is computed by dividing the net earnings attributable to the common stockholders by the weighted average number of common shares outstanding plus the effect of any dilutive stock options and other equity instruments.

	2005	2004
	(In thousands, except per share amounts)
Net income (loss) available to common stockholders	$ (216)	$ (903)
Interest related to conversion of secured convertible promissory note	$ -	$ -
Dilutive net income (loss) available to common stockholders	$ -	$ -
Shares used to compute income (loss) per share:
Weighted-average common shares	93,856	93,856
Dilutive stock equivalents	-	-
Dilutive potential common shares	93,856	93,856
Net Income (loss) per common share:
Basic	$ -	$ (0.01)
Diluted	$ -	$ (0.01)

There were options and warrants outstanding to purchase and 9,966,052 shares of common stock at March 31, 2005 and 2004, respectively, which were excluded from the earnings per share computation for the three months ended March 31, 2004, as the exercise price was greater than the average market price of the common shares. The weighted average exercise price of the outstanding stock options and common stock warrants at March 31, 2005 and 2004 was $1.62 and $1.84 respectively.

Note 7. Related Parties

Amounts receivable from and payable to related parties are as follows:

March 31, 2005 December 31, 2004

(Dollars in thousands)

Receivables from related parties:

Titus TSC $ 327 $ 327

Titus KK - -

Titus Sarl 18 18

VIE Acquisition Group 20 10

Avalon 2,025 2,025

Allowance for doubtful accounts (2,370 ) (2,370 )

Total $ 20 $ 10

Payables to related parties:

Titus GIE - -

Total $ - $ -

Distribution and Publishing Agreements
ACTIVITIES WITH RELATED PARTIES

It is our policy that related party transactions shall be reviewed and approved by a majority of our disinterested directors or our Independent Committee.

Our operations involve significant transactions with our majority stockholder Titus and its affiliates. We have a major distribution agreement with Avalon, an affiliate of Titus.

TRANSACTIONS WITH TITUS

Titus presently owns approximately 58 million shares of common stock, which represents approximately 62% of our outstanding common stock, our only voting security.

We performed certain distribution services on behalf of Titus for a fee. In connection with such distribution services, we recognized fee income of $0 and $5,000 for the twelve months ended December 31, 2004, and 2003, respectively.

As of March 31, 2005 and December 31, 2004, Titus and its affiliates excluding Avalon owed us $365,000 and $355,000, respectively. We owed Titus and its affiliates excluding Avalon $0 and $0 as of March 31, 2005 and December 31, 2004 respectively.

TRANSACTIONS WITH TITUS AFFILIATES

TRANSACTIONS WITH AVALON, A WHOLLY OWNED SUBSIDIARY OF TITUS

We had an International Distribution Agreement with Avalon, a wholly owned subsidiary of Titus. Pursuant to this distribution agreement, Avalon provided for the exclusive distribution of substantially all of our products in Europe, Commonwealth of Independent States, Africa and the Middle East for a seven-year period ending February 2006, cancelable under certain conditions, subject to termination penalties and costs. Under this agreement, as amended, we paid Avalon a distribution fee based on net sales, and Avalon provides certain market preparation, warehousing, sales and fulfillment services on our behalf. In connection with the International Distribution Agreement with Avalon, we incurred distribution commission expense of $0 and $1.4.million, for the three months ended March 31, 2005, and 2004 respectively. This agreement was terminated as a result of Avalon's liquidation in February 2005.

TRANSACTIONS WITH TITUS SOFTWARE

In March 2003, we entered into a note receivable with Titus Software Corp., ("TSC"), a subsidiary of Titus, and advanced TSC $226,000. The note earns interest at 8% per annum and was due in February 2004. In May 2003, our Board of Directors rescinded the note receivable and demanded repayment of the $226,000 from TSC. As of the date of this filing the balance on the note with accrued interest has not been paid. The balance on the note receivable, with accrued interest, at March 31, 2004 was approximately $254,000. The total receivable due from TSC is approximately $327,000 as of March 31, 2005. The majority of the additional approximately $73,000 was due to TSC subletting office space and miscellaneous other items.

In May 2003, we paid TSC $60,000 to cover legal fees in connection with a lawsuit against Titus. As a result of the payment, our CEO requested that we credit the $60,000 to amounts we owed to him arising from expenses incurred in connection with providing services to us. Our Board of Directors is in the process of investigating the details of the transaction, including independent counsel review as appropriate, in order to properly record the transaction.

TRANSACTIONS WITH TITUS JAPAN

In June 2003, we began operating under a representation agreement with Titus Japan K.K. ("Titus Japan"), a majority-controlled subsidiary of Titus, pursuant to which Titus Japan represents us as an agent in regards to certain sales transactions in Japan. This representation agreement has not yet been approved by our Board of Directors and is currently being reviewed by them. Our Board of Directors has approved the payments of certain amounts to Titus Japan in connection with certain services already performed by them on our behalf. As of March 31, 2005 we had a zero balance with Titus Japan. During the three months ending March 31, 2004 our Japanese subsidiary paid to Titus Japan approximately $209,000 in commissions, marketing and publishing staff services.

Our Japanese subsidiary had approximately $369,000 in revenue in the twelve months ending December 31, 2004.

TRANSACTIONS WITH TITUS SARL

As of March 31, 2005 and March 2004 we have receivables of $18,000 and $43,000 respectively for product development services that we provided. Titus SARL was placed into involuntary liquidation in January 2005. These receivables have been fully reserved.

TRANSACTIONS WITH TITUS GIE

In February 2004, we engaged the services of GIE Titus Interactive Group, a wholly owned subsidiary of Titus, for a three-month service agreement pursuant to which GIE Titus or its agents shall provide to us certain foreign administrative and legal services at a rate of $5,000 per month for three months. As of March 31, 2005, we had a zero balance with Titus GIE Interactive Group. Titus GIE was placed into involuntary liquidation in January 2005.

Note 8. Segment and Geographical Information

The Company operates in one principal business segment, which is managed primarily from the Company's U.S. headquarters.

Net revenues by geographic regions were as follows:

	Three months ended March 31,
	2005			2004
	Amount	Percent		Amount	Percent
	(Dollars in thousands)
North America	$ 37	5	%	$ 339	4	%
Europe	457	58		6,920	82
Rest of World	240	31		944	11
OEM, royalty and licensing	59	2		206	2
	$ 793	96	%	$ 8,409	99	%

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Cautionary Statement

Interplay Entertainment Corp., which we refer to in this Report as "we," "us," or "our," is a developer and publisher of interactive entertainment software for both core gamers and the mass market. The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2004, as amended, and presumes that readers have access to, and will have read, the "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K, as amended.

This Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and such forward-looking statements are subject to the safe harbors created thereby. For this purpose, any statements contained in this Form 10-Q, except for historical information, may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "should," "estimate" or "continue" or the negative or other variations thereof or comparable terminology are intended to help identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties, as well as on certain assumptions. For example, any statements regarding future cash flow, revenue or expense expectations, including those forward-looking statements in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations", financing activities, sales or mergers and cost reduction measures are forward-looking statements and there can be no assurance that we will effect any or all of these objectives in the future. Specifically, the forward-looking statements in this Item 2 assume that we will continue as a going concern. Risks and Uncertainties that may affect our future results are discussed in more detail in the section titled "Risk Factors" in Item 7 of our Form 10-K for the year ended December 31, 2004 filed with the U.S. Securities and Exchange Commission (the "SEC"). Assumptions relating to our forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, our industry, business and operations are subject to substantial risks, and the inclusion of such information should not be regarded as a representation by management that any particular objective or plans will be achieved. In addition, risks, uncertainties and assumptions change as events or circumstances change. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances occurring subsequent to the filing of this Form 10-Q with the SEC or otherwise to revise or update any oral or written forward-looking statement that may be made from time to time by us or on our behalf.

Management's Discussion of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including, among others, those related to revenue recognition, prepaid licenses and royalties and software development costs. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in preparation of our condensed consolidated financial statements.

Revenue Recognition

We record revenues when we deliver products to customers in accordance with Statement of Position ("SOP") 97-2, "Software Revenue Recognition." and SEC Staff Accounting Bulletin No. 101, Revenue Recognition.

Commencing in August 2001, substantially all of our sales are made by two distributors, Vivendi, and Avalon, an affiliate of our majority shareholder Titus. We recognize revenue from sales by distributors, net of sales commissions, only as the distributor recognizes sales of our products to unaffiliated third parties. For those agreements that provide the customers the right to multiple copies of a product in exchange for guaranteed amounts, we recognize revenue at the delivery and acceptance of the product gold master. We recognize per copy royalties on sales that exceed the guarantee as copies are sold.

We generally are not contractually obligated to accept returns, except for defective, shelf-worn and damaged products. However, on a case-by-case negotiated basis, we permit customers to return or exchange products and may provide price concessions to our retail distribution customers on unsold or slow moving products. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 48, "Revenue Recognition when Right of Return Exists," we record revenue net of a provision for estimated returns, exchanges, markdowns, price concessions, and warranty costs. We record such reserves based upon management's evaluation of historical experience, current industry trends and estimated costs. The amount of reserves ultimately required could differ materially in the near term from the amounts provided in the accompanying consolidated financial statements.

We provide customer support only via telephone and the Internet. Customer support costs are not significant and we charge such costs to expenses as we incur them.

We also engage in the sale of licensing rights on certain products. The terms of the licensing rights differ, but normally include the right to develop and distribute a product on a specific video game platform. We recognize revenue when the rights have been transferred and no other obligations exist for the Company.

Prepaid Licenses and Royalties

Prepaid licenses and royalties consist of license fees paid to intellectual property rights holders for use of their trademarks or copyrights. Also included in prepaid royalties are prepayments made to independent software developers under developer arrangements that have alternative future uses. These payments are contingent upon the successful completion of milestones, which generally represent specific deliverables and advances are recoupable against future sales based upon the contractual royalty rate. We amortize the cost of licenses, prepaid royalties and other outside production costs to cost of goods sold over six months commencing with the initial shipment in each region of the related title. We amortize these amounts at a rate based upon the actual number of units shipped with a minimum amortization of 75% in the first month of release and a minimum of 5% for each of the next five months after release. This minimum amortization rate reflects our typical product life cycle. Our management relies on forecasted revenue to evaluate the future realization of prepaid royalties and charges to cost of goods sold any amounts they deem unlikely to be fully realized through future sales. Such costs are classified as current and non current assets based upon estimated product release date. If actual revenue, or revised sales forecasts, fall below the initial forecasted sales, the charge may be larger than anticipated in any given quarter.

We evaluate the recoverability of prepaid licenses and royalties on a product by product basis. Prepaid royalties for products that are cancelled are expensed in the period of cancellation to cost of goods sold. In addition, a charge to cost of sales is recorded when our forecast for a particular game indicates that un-amortized capitalized costs exceed the net realizable value of that asset. The net realizable value is the estimated net future proceeds from our distributors that are reduced by previously capitalized cost and the estimated future cost of completing the game. If a revised game sales forecast is less than our current game sales forecast, or if actual game sales are less than management's forecast, it is possible we could accelerate the amortization of prepaid licenses and royalties previously capitalized. Once the charge has been taken, that amount is not expensed in future quarters when the product shipped.

During the three months ended March 31, 2005 and 2004, we recorded prepaid licenses and royalties impairment charges to cost of goods sold of $0 million and $0 million respectively. Our prepaid royalty balances at March 31, 2005 $.869 million, net of reserves of $.869 million.

Software Development Costs

Our internal research and development costs, which consist primarily of software development costs, are expensed as incurred. SFAS No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed", provides for the capitalization of certain software development costs incurred after technological feasibility of the software is established or for development costs that have alternative future uses. Under our current practice of developing new products, the technological feasibility of the underlying software is not established until substantially all of the product development is complete. We have not capitalized any software development costs on internal development projects, as the eligible costs were determined to be insignificant.

Other Significant Accounting Policies

Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above, are nevertheless important to an understanding of the Company's financial statements. The policies related to consolidation and loss contingencies require difficult judgments on complex matters that are often subject to multiple sources of authoritative guidance. Certain of these matters are among topics currently under reexamination by accounting standards setters and regulators. Although no specific conclusions reached by these standard setters appear likely to cause a material change in our accounting policies, outcomes cannot be predicted with confidence.

Results of Operations

The following table sets forth certain selected consolidated statements of operations data, segment data and platform data for the periods indicated in dollars and as a percentage of total net revenues:

Three Months Ended March 31,

2005 2004

% of Net % of Net

Amount Revenues Amount Revenues

(Dollars in thousands)

Net revenues $ 793 100 % $ 8,409 100 %

Cost of goods sold 171 22 % 5,083 60 %

Gross profit 622 78 % 3,326 40 %

Operating expenses:

Marketing and sales 103 13 % 991 12 %

General and administrative 648 82 % 1,206 14 %

Product development 81 10 % 2,007 23 %

Total operating expenses 832 105 % 4,204 49 %

Operating income (loss) (210 ) (26 ) % (878 ) (10 ) %

Other expense (6 ) (1 ) % (25 ) 0 %

Net income (loss) $ (216 ) (26 ) % $ (903 ) (11 ) %

Net revenues by geographic region:

North America $ 37 5 % $ 339 4 %

International 697 88 % 7,864 94 %

OEM, royalty and licensing 59 7 % 206 2 %

793 100 % 8,409 100 %

Net revenues by platform:

Personal computer $ 132 17 % $ 694 8 %

Video game console 602 77 % 7,509 89 %

OEM, royalty and licensing 59 6 % 206 3 %

793 100 % 8,409 100 %

North American, International and OEM, Royalty and Licensing Net Revenues

Geographically, our net revenues for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
North America	$172	$339	$(167)	(50)%
International	562	7,864	$(7,122)	(93)%
OEM, Royalty & Licensing	59	206	$(147)	(72)%
Net Revenues	793	8,409	$(7,616)	(91)%

Net revenues for the three months ended March 31, 2005 were $.8 million, a decrease of 91% compared to the same period in 2004. This decrease resulted from a 50% decrease in North American net revenues and a72 % decrease in OEM, royalties and licensing revenues International sales decreased 93 % net revenues.

North American net revenues for the three months ended March 31, 2005 were $.17 million. The decrease in North American net revenues in 2005 was mainly due to a 50% decrease in back catalog sales compared to 2004 and by delivering one product gold master to one title in 2005 compared to delivering zero product gold masters in 2004, resulting in a decrease in North American sales of $.167 million and a decrease in product returns and price concessions of $0 as compared to the 2004 period.

International net revenues for the three months ended March 31, 2005 were $.562 million. The decrease in International net revenues for the three months ended March 31, 2005 was mainly due to releasing Baldur's Gate: Dark Alliance II and Fallout: Brotherhood of Steel in Europe in 2004. Overall, we had a $7.6 million decrease in revenue offset by an increase in product returns and price concessions of $ 0 million compared to the 2004 period.

Avalon, our primary international distributor is current on their post-CVA payments to us. (Please see Note 7, Related Parties, to our Condensed Consolidated Financial Statements). However, if Avalon is not able to continue its reorganization and liquidates, we may need to obtain a new European distributor in a short amount of time. If we are not able to engage a new distributor, it could have a material negative impact on our International sales.

OEM, royalty and licensing net revenues for the three months ended March 31, 2005 were $0.59 million, a decrease of $.147 million as compared to the same period in 2004. OEM net revenues decreased by $.147 million as compared to the 2004 period and licensing net revenues decreased by $14.9 million as compared to the 2003 period. The decrease in licensing net revenues in 2005 was due to the fact that in 2004, we recorded $.0 million in revenue related to the sale of the Hunter: The Reckoning video game license and did not have a comparable transaction in the first quarter of 2004.

We expect that OEM, royalty and licensing net revenues in 2005 will decrease compared to 2004 as a result of not having a comparable transaction as the sale of.

Platform Net Revenues

Our platform net revenues for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
Personal Computer	$132	$694	$(562)	(81)%
Video Game Console	602	7,509	$(6907)	(92)%
OEM, Royalty & Licensing	59	206	$(147)	(72)%
Net Revenues	793	8,409	$(7,916)	(95)%

PC net revenues for the three months ended March 31, 2005 were $0.7 million, a decrease of 81 % compared to the same period in 2004. The decrease in PC net revenues in 2005 was primarily due to lower back catalog sales. Video game console net revenues were $.602 million, a decrease of 92% for the three months ended March 31, 2005 compared to the same period in 2004, due to releasing Baldur's Gate: Dark Alliance II and Fallout: Brotherhood of Steel in Europe in 2004, offset by delivering zero product gold masters in 2004 as compared to zero product gold master, in 2005.

We expect our PC net revenues to decrease in 2005 as compared to 2004 as we expect to continue to focus on video game console products.

Cost of Goods Sold; Gross Profit Margin

Our net revenues, cost of goods sold and gross margin for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
Net Revenues	$793	$8,409	$(7,616)	(90)%
Cost of Goods Sold	171	5,083	(4,912)	(96)%
Gross Profit Margin	622	3,326	(2,704)	(81)%

Cost of goods sold related to PC and video game console net revenues represents the manufacturing and related costs of interactive entertainment software products, including costs of media, manuals, duplication, packaging materials, assembly, freight and royalties paid to developers, licensors and hardware manufacturers. For sales of titles under the new 2002 distribution arrangement with Vivendi, our cost of goods consists of royalties paid to developers. Cost of goods sold related to royalty-based net revenues primarily represents third party licensing fees and royalties paid by us. Typically, cost of goods sold as a percentage of net revenues for video game console products is higher than cost of goods sold as a percentage of net revenues for PC based products due to the relatively higher manufacturing and royalty costs associated with video game console and affiliate label products. We also include in the cost of goods sold the amortization of prepaid royalty and license fees paid to third party software developers. We expense prepaid royalties over a period of six months commencing with the initial shipment of the title at a rate based upon the number of units shipped. We evaluate the likelihood of future realization of prepaid royalties and license fees quarterly, on a product-by-product basis, and charge the cost of goods sold for any amounts that we deem unlikely to realize through future product sales.

Our cost of goods sold decreased 96% to $.171 million in the three months ended March 31, 2005 compared to the same period in 2004. The decrease was due to lower amortization of prepaid royalties on externally developed products in the three months ended March 31, 2005 as compared to the 2004 period. In 2004, we incurred $2.9 million in amortization of prepaid royalties associated with the sale of the Hunter: The Reckoning license and $1.8 million in write-offs of development projects that were impaired because these titles were not expected to meet our desired profit requirements. The decrease in cost of goods sold was partially offset by an increase in manufacturing costs due to higher unit sales in Europe.

Our gross margin increased to 79% for the 2005 period from 40% in the 2004 period. This was primarily due to the 2005 period not having a comparable transaction such as the sale of the Hunter: The Reckoning license, which yielded approximately an % profit margin.

We expect our gross profit margin percentage to decrease in 2005 as compared to 2004 mainly due to the fact that we do not anticipate having a comparable transaction such as the sale of Hunter: The Reckoning license, offset by the fact that we do not expect to incur any unusual product returns and price concessions or any write-offs of prepaid royalties in 2004.

Marketing and Sales

Our marketing and sales expense for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
Marketing and Sales	$103	$991	$(888)	(90)%

Marketing and sales expenses primarily consist of advertising and retail marketing support, sales commissions, marketing and sales personnel, customer support services and other related operating expenses. Marketing and sales expenses for the three months ended March 31, 2005 were $103,000, a 90% decrease as compared to the 2004 period. The decrease in marketing and sales expenses is due to a $888,000 decrease in advertising and retail marketing support expenditures due to releasing Baldur's Gate: Dark Alliance II and Fallout: Brotherhood of Steel in Europe in 2004 and not having released any products in 2005.

General and Administrative

Our general and administrative expense for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
General and Administrative	$648	$1,206	($558)	(47)%

General and administrative expenses primarily consist of administrative personnel expenses, facilities costs, professional fees, bad debt expenses and other related operating expenses. General and administrative expenses for the three months ended March 31, 2005 were $648,000, a 47% decrease as compared to the same period in 2004. The decrease is mainly due to a $558,000 decrease in personnel costs and general expenses.

We expect our general and administrative expenses to decrease in 2005 compared to 2004.

Product Development

Our product development expense for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
Product Development	$81	$2,007	($1,926)	(96)%

Product development expenses for the three months ended March 31, 2005 were approximately $81,000, a 96% decrease as compared to the same period in 2004. This decrease is due to a $1,9 million decrease in personnel costs as a result of a reduction in product development personnel during 2005 as compared to 2004.

We expect our product development expenses to decrease in 2005 compared to 2004 as a result of reductions in product development personnel during 2005.

Other Expense, Net

Our other expense for the three months ended March 31, 2005 and 2004 breakdown as follows: (in thousands)

	2005	2004	Change	% Change
Other Expense	$6	$25	$19	(76)%

Other expense consists primarily of interest expense on our debt and foreign currency exchange transaction gains and losses. Other expense for the three months ended March 31, 2005 was $6,000, a 76% decrease as compared to the same period in 2004.

Liquidity and Capital Resources

As of March 31, 2005, we had a working capital deficit of approximately $18 million, and our cash balance was approximately $43,000. We currently have no cash reserves and are unable to pay current liabilities. We cannot continue in our current form without obtaining additional financing or income.

On April 16, 2004, Arden Realty, our landlord filed an unlawful detainer action against us alleging unpaid rent of approximately $432,000. We were unable to pay our rent, and vacated the office space during the month of June 2004. On June 3, 2004, our Landlord obtained a judgment of approximately $588,000 exclusive of interest. We also owe an additional approximately $148,000 on a prior settlement with the Landlord. We negotiated a forbearance agreement whereby Arden has agreed to accept payments commencing in January 2005 in the amount of $60,000 per month until the full amount is paid. We are currently in default of this agreement.

We have received notice from the Internal Revenue Service ("IRS") that we owe approximately $117,000 in payroll tax penalties for late payment of payroll taxes in the 3rd and 4th quarters of 2003 and the 1st and 2^nd quarters of 2004. Such amount has been accrued at December 31, 2004. We have received notice from the California Employment Development Department that we owe payroll taxes and penalties of approximately $101,000. We have received notice from the State Board of Equalization that we owe approximately $64,000 in State Use Tax. We have also received notice from the Orange County Treasurer that we owe approximately $28,000 in property taxes. Such amounts have been accrued at March 31, 2005.

We were unable to meet certain 2004 payroll obligations to our employees as a result several employees filed claims with the State of California Labor Board ("Labor Board"). The Labor Board has fined us approximately $10,000 for failure to meet our payroll obligations and set trial dates for August 2005.

Since we were having difficulty meeting our payroll obligations on a timely basis to our employees a large number of our employees stopped reporting to work in late May and early June 2004. We were subsequently evicted from our building at 16815 Von Karman Avenue in Irvine, California in mid June 2004. We had a core group of approximately 12 employees on payroll on December 31, 2004, some of whom are actively working from the new company locations in Irvine and Beverly Hills, California and some have subsequently left the Company. Substantially all employees have not been paid for the period August through December 31, 2004. Since we have been unable to pay the employees we have continuing liability to them and there is a high probability that some or all of them will seek employment elsewhere. There may be some liability to us arising from employees, including those who have left.

Our property, general liability, auto, fiduciary liability, workers compensation, directors and officers, and employment practices liability insurance policies, have been cancelled. We obtained a new workers' compensation insurance policy. The Labor Board fined us approximately $79,000 for not having worker's compensation coverage for a period of time. Our health insurance was also cancelled but was subsequently reinstated. We are appealing the Labor Board fines.

On July 2, 2004, we granted an option to Vivendi to purchase the REDNECK RAMPAGE intellectual property rights for $300,000. On July 19, 2004, Vivendi exercised the option and paid the $300,000 on July 23, 2004.

We entered into tri-party agreements with Atari Interactive, Inc. and Vivendi and Avalon that allows Vivendi to resume North American distribution, and Avalon to resume International distribution pursuant to their pre-existing agreements with us of certain Dungeons & Dragons games, including BALDUR'S GATE: DARK ALLIANCE II. In September 2004 Atari notified Vivendi that Vivendi is currently in breach of its obligations to remit royalties to Atari pursuant to the terms of the agreement. Atari Interactive notified Vivendi that if Vivendi did not cure the breach set forth in the letter by September 30, 2004 that the letter shall be deemed notice of termination of the agreement. According to reports we received from Vivendi we believe Atari was paid by Vivendi approximately $742,000 as of December 31, 2004. We will most likely not receive any proceeds from Vivendi during 2005.

Interplay licensed to Bethesda Softworks LLC, "Bethesda" the rights to develop FALLOUT 3 on all platforms for $1.175 million minimum guaranteed advance against royalties. Bethesda also has an option to develop two sequels FALLOUT 4, and FALLOUT 5 for $1.0 million minimum guaranteed advance against royalties per sequel. Interplay retained the rights to develop a massively multiplayer online game using the Fallout Trademark.

We have substantially reduced our operating expenses. We need to reduce our continuing liabilities. We have to raise additional capital or financing. If we do not receive sufficient financing we may (i) liquidate assets, (ii) sell the company (iii) seek protection from our creditors including the filing of voluntary bankruptcy or being the subject of involuntary bankruptcy, and/or (iv) continue operations, but incur material harm to our business, operations or financial conditions. These conditions, combined with our historical operating losses and our deficits in stockholders' equity and working capital, raise substantial doubt about our ability to continue as a going concern.

Additionally, we have reduced our fixed overhead commitments, and cancelled or suspended development on future titles which management believes do not meet sufficient projected profit margins, and scaled back certain marketing programs associated with the cancelled projects. Management will continue to pursue various alternatives to improve future operating results.

We continue to seek external sources of funding, including but not limited to, incurring debt, the sale of assets or stock, the licensing of certain product rights in selected territories, selected distribution agreements, and/or other strategic transactions sufficient to provide short-term funding, and potentially achieve our long-term strategic objectives.

We have been operating without a credit facility since October 2001, which has adversely affected cash flow. We continue to face difficulties in paying our vendors, and employees, and have pending lawsuits as a result of our continuing cash flow difficulties. We expect these difficulties to continue during 2005.

Historically, we have funded our operations primarily through the use of lines of credit, cash flow from operations, including royalty and distribution fee advances, cash generated by the sale of securities, and the sale of assets.

Our primary capital needs have historically been working capital requirements necessary to fund our operations, the development and introduction of products and related technologies and the acquisition or lease of equipment and other assets used in the product development process. Our operating activities used cash of $ million during the three months ended March 31, 2005, primarily attributable to fees incurred for lawsuits, and other liabilities, and recoupment of advances received by distributors.

Cash provided by investing activities of $ for the three months ended March 31, 2005 consisted of normal capital expenditures and sales, primarily for office and computer equipment used in our operations. We do not currently have any material commitments with respect to any future capital expenditures. Net cash provided by financing activities of $ for the three months ended March 31, 2005, consisted primarily of repayments of our notes payable.

Avalon distributed our products in Europe, the commonwealth of Independent States, Africa and the Middle East. Our distribution agreement with Avalon was terminated following Avalon's involuntary judicial liquidation in February 2005. In March 2005 we appointed our wholly owned subsidiary, Interplay Productions Ltd, as our distributor in Europe and other selected territories. As a result, we cannot guarantee our ability to collect fully the debts we believe are due and owed to us from Avalon. We subsequently fully reserved the Avalon receivable.

Currently there is no internal development of new titles going on.

If operating revenues from product releases are not sufficient to fund our operations, no assurance can be given that alternative sources of funding could be obtained on acceptable terms, or at all. These conditions, combined with our deficits in stockholders' equity and working capital, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result from the outcome of this uncertainty. There can be no guarantee that we will be able to meet all contractual obligations or liabilities in the future, including payroll obligations.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements under which we have obligations under a guaranteed contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation No. 45 "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". We do not have any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets. We also do not have any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument. We have no obligations, including a contingent obligation arising out of a variable interest (as referenced in FASB Interpretation No. 46, Consolidation of Variable Interest Entities, as amended) in an unconsolidated entity that is held by, and material to, us, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

Contractual Obligations

The following table summarizes certain of our contractual obligations under non-cancelable contracts and other commitments at March 31, 2005, and the effect such obligations are expected to have on our liquidity and cash flow in future periods: (in thousands)

Less than More than

Contractual Obligations Total 1 Year 1-3 Years 3-5 Years 5 Years

Developer License Commitments (2) $ 4,694 $ 3,051 $ 1,643

Lease Commitments (2) $ 737 $ 737 $ -

Payroll Taxes (3) $ 310 $ 310 $ -

Other Commitments (5) $ 1,476 $ 970 $ 506

Total $ 7,217 $ 5,068 $ 2,149

Our current cash reserves plus our expected cash from existing operations will only be sufficient to fund our anticipated expenditures into the second quarter of fiscal 2005. We will need to substantially reduce our working capital needs, continue to consummate certain sales of assets and/or raise additional financing to meet our contractual obligations.

(1) Developer/Licensee Commitments: The products produced by us are designed and created by our employee designers and artists and by non-employee software developers ("independent developers"). We typically advance development funds to the independent developers during development of our games, usually in installment payments made upon the completion of specified development milestones, which payments are considered advances against subsequent royalties based on the sales of the products. These terms are typically set forth-in written agreements entered into with the independent developers. In addition we have content license contracts that contain minimum guarantee payments and marketing commitments that are not dependent on any deliverables. These developer and content license commitments represent the sum of (1) minimum marketing commitments under royalty bearing licensing agreements, and (2) minimum payments and advances against royalties due under royalty-bearing licenses and developer agreements.

(2) Lease Commitments: Our headquarters were located in Irvine, California where we leased approximately 81,000 square feet of office space. This lease would have expired in June 2006. On or about April 16, 2004, Arden Realty Finance IV LLC filed an unlawful detainer action against us in the Superior Court for the State of California, County of Orange, alleging our default under our corporate lease agreement. At the time the suit was filed, the alleged outstanding rent totaled $431,823. We were unable to satisfy this obligation and reach an agreement with our landlord, the we subsequently forfeited our lease and vacated the building. Arden Realty obtained a judgment for approximately $588,000 exclusive of interest. We also owe an additional approximate $149,000 making a total owed to Arden of approximately $737,000. We negotiated a forbearance agreement whereby Arden has agreed to accept payments commencing in January 2005 in the amount of $60,000 per month until the full amount is paid we have been unable to make any of the $60,000 per month payments. We have monthly rental agreements in Irvine, CA and Beverly Hills, California for our operations.

(3) We have received notice from the Internal Revenue Service ("IRS") that we owe approximately $117,000 in payroll tax penalties for late payment of payroll taxes in the 3rd and 4th quarters of 2003 and the 1st and 2nd quarters of 2004. Such amount has been accrued at March 31, 2005. We have received notice from the California Unemployment Development Department that we owe payroll taxes and penalties of approximately $101,000. We have received notice from the State Board of Equalization that we owe approximately $64,000 in State Use Tax. We have also received notice from the Orange County Treasurer that we owe approximately $28,000 in property taxes. Such amounts have been accrued at March 31, 2005.

(4) Other Commitments: Consist of payment plans entered into with various creditors.

Activities with Related Parties

It is our policy that related party transactions are to be reviewed and approved by a majority of our disinterested directors or our Independent Committee.

Our operations involve significant transactions with our majority stockholder Titus and its affiliates. We had a major distribution agreement with Avalon, an affiliate of Titus.

TRANSACTIONS WITH TITUS

Titus presently owns approximately 58 million shares of common stock, which represents approximately 62% of our outstanding common stock, our only voting security.

As of March 31, 2005 and December 31, 2004, Titus and its affiliates excluding Avalon owed us $370,000 and $370,000, respectively. We owed Titus and its affiliates excluding Avalon $30,000 and $30,000 as of March 31, 2005 and December 31, 2004 respectively.

TRANSACTIONS WITH TITUS AFFILIATES

TRANSACTIONS WITH AVALON, A WHOLLY OWNED SUBSIDIARY OF TITUS

TRANSACTIONS WITH TITUS SOFTWARE

TRANSACTIONS WITH TITUS JAPAN

Our Japanese subsidiary had approximately $369,000 in revenue in the twelve months ending December 31, 2004.

TRANSACTIONS WITH TITUS SARL

TRANSACTIONS WITH TITUS GIE

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not have any derivative financial instruments as of March 31, 2005. However, we are exposed to certain market risks arising from transactions in the normal course of business, principally the risk associated with foreign currency fluctuations. We do not hedge our interest rate risk, or our risk associated with foreign currency fluctuations.

INTEREST RATE RISK

Currently, we do not have a line of credit, but we anticipate we may establish a line of credit in the future.

FOREIGN CURRENCY RISK

Our earnings are affected by fluctuations in the value of our foreign subsidiary's functional currency, and by fluctuations in the value of the functional currency of our foreign receivables, primarily from Avalon.

We recognized gains of $ and $150 during the three months ended March 31, 2005 and 2004 respectively, primarily in connection with foreign exchange fluctuations in the timing of payments received on accounts receivable which have been from Avalon. Avalon was liquidated in February 2005. The receivables were fully reserved.

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and interim Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and interim Chief Financial Officer concluded that our disclosure controls and procedures were 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.

There were no changes made in our internal controls over financial reporting that occurred during the quarter ended March 31, 2005 that have materially affected or are reasonably likely to materially affect these controls. 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.

Our management, including the CEO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information required in this Item 1 is incorporated herein by reference to the information in "Note 5. Commitments and Contingencies" to our condensed consolidated financial statements located in Item 1, Part 1 of this Report.

Item 3. Defaults Upon Senior Securities

We have received several notices of default on payment on principal and interest from Warner Bros. Entertainment Inc. on an Amended and Restated Secured Convertible Promissory Note, dated April 30, 2002, with an original principal sum of $2,000,000. Subsequently, we entered into a payment plan with Warner Bros., of which we are currently in default. As of the date of this filing, the balance of the amount due under the note by us is $0.32 million payable in one remaining installment.

Item 6. Exhibits

(a) Exhibits - The following exhibits, other than exhibit 32.1 which is being furnished herewith, are filed as part of this report:

Exhibit Number	Exhibit Title
31.1	Certificate of Hervé Caen, Chief Executive Officer of Interplay Entertainment Corp. pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended.
31.2	Certificate of Hervé Caen, Interim Chief Financial Officer of Interplay Entertainment Corp. pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended.
32.1	Certificate of Hervé Caen, Chief Executive Officer and Interim Chief Financial Officer of Interplay Entertainment Corp. pursuant to Rule 13a-14(b) of the Securities and Exchange Act of 1934, as amended.

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 thereunto duly authorized.

INTERPLAY ENTERTAINMENT CORP.

Date: June 21, 2005 By: /s/ HERVE CAEN

Hervé Caen,

Chief Executive Officer and

Interim Chief Financial Officer

(Principal Executive and

Financial and Accounting Officer)

EXHIBIT 31.1

Certification of CEO Pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-14(e)
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Hervé Caen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interplay Entertainment Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 21, 2005

Hervé Caen
Chief Executive Officer

EXHIBIT 31.2

Certification of Interim CFO Pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(a)
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Hervé Caen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interplay Entertainment Corp.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 21, 2005

Hervé Caen
Interim Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

Securities Exchange Act Rules 13a-14(b) AND 15d-14(b)

AS ADOPTED PURSUANT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,

UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of Interplay Entertainment Corp., a Delaware corporation (the "Company"), does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2005 as filed with the U.S. Securities and Exchange Commission (the "10-Q Report") that, to the best of the undersigned's knowledge:

the 10-Q Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 21, 2005

/s/ Hervé Caen
Hervé Caen
Chief Executive Officer and Interim Chief Financial Officer