September 15, 2010

Lyn Shenk

Branch Chief

Securities and Exchange Commission

Washington, DC

Dear Mr. Shenk,

RE:

Play LA inc.

Form 20-F for Fiscal Year ended December 31, 2009

Filed April 20, 2010

File No. 00-52311

In response to your comment letter dated August 16^th, 2010 regarding our treatment of goodwill impairment, we offer the following guidance.

Background

SFAS 142 (FASB ASC 350) requires that companies with goodwill perform a two step impairment analysis of that goodwill.  The first step is a screen for potential impairment, and the second step measures the amount of impairment, if any.  This letter outlines our test for impairment, including the parameters and assumptions applied in determining the fair value of our reporting unit and conclusion on impairment, if any.

Issues

1)

What assumptions should be used and how should they be calculated in the testing for the impairment of goodwill?

2)

Do the results indicate that the fair value of the reporting unit is less than the carrying value, thus requiring Step 2 of the impairment test to be completed?

Play LA Inc.

Registered Office:  c/o Mossack Fonseca & Co.

Akara Building, PO Box 3136 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

Methodology Used to Determine the Carrying Value of the Reporting Unit

In order to arrive at net carrying value of the business, the Company eliminated and adjusted related party debt of $296,960. As we are determining the fair value of the reporting unit based on discounted future cash flows on an unleveraged basis (based on EBITDA), we have not considered the related debt balance in computation of the net carrying value of the reporting unit and ultimately to determine the fair value of remaining net assets.  See Net Carrying Value Calculation attached analysis for the allocation of specific accounts.  The calculated net carrying value of the reporting unit as of December 31, 2009 is $274,041.

Assumptions for 2010 projections are as follows (based on internal unaudited financial statements generated as of 6/30/2010):

1)

As at June 30, 2010, as per our internal financial statements (unaudited), total revenue was approximately $319,000 (annualized amount would be around $638,000).  Based on internal estimates and projections, management believes that the Company will be able to achieve total sales of $686,000 by the year end considering seasonal nature of business.  Revenues are estimated to grow approximately 30% in comparison to prior year (please see further substantiation of this fact below).  The Company is also expecting to achieve significant revenues in 2011 and onwards considering the new acquisitions that took place in 2010. The Company recently acquired www.Arsenal-Mania.com, a UK football fan website, which generates over 4 million page views per month.

2)

Expenses as of June 30, 2010 were approximately $371,000 including interest expenses.  These expenses also include certain G & A expenses incurred towards acquiring new businesses as described above.  These are one-time expenses and therefore management has eliminated the impact of these expenses to the extent of approximately $29,500 while projecting estimated annualized expenses for 2010. Based on the Company’s internal estimates and projections, total expenses including interest for the year 2010 will be approximately $683,000.

The Company incurred considerable expenses on web redevelopment in 2009, which will not be recurring each year.  Those development resources will focus on new project development, which will create new revenue opportunities.  A substantial amount of the Company’s translation and content costs were switched from fixed rates to a percentage of revenues in 2010.  This will reduce the costs and keep them constant at a fixed portion of our revenues. The Company also acquired a new asset in 2010, which uses much of the same content, development, marketing and design resources as we already have, thus spreading those fixed expense costs across greater revenues.  Considering this, the Company is expecting to achieve the aforesaid growth in net income.

Assumptions Used to Determine Fair Value of Reporting Unit

Annual Growth Rate – Our industry is anticipated to grow at a 10 – 12% annual rate.  Our website traffic is actually growing at a 117% growth rate.  We are implementing new advertising strategies and opportunities which we did not have last year.  Considering this, our expectation of 30% growth rate in revenue is reasonable.

In order to be conservative, we have used stabilized EBITDA annual growth rate of 15% in the fair value calculation. We assumed a 15% annual growth rate based on management’s expectations, historical data and industry expertise. We believe that this growth rate is in line with management’s long-term expectations and is a reasonable assumption based on the consideration of all factors noted above

We determine the valuation of the reporting unit based on EBITDA.  A multiple of 2.5 has recently been used as a reasonable multiple for the reporting unit. Please also note that the Company’s stock prices had also been rising consistently since 2009 to date. With its current acquisitions and venture in to new businesses in 2010, management is expecting that the Company will achieve targeted growth rate in its revenue and net income.

For the discounted cash flow analysis we used in the goodwill analysis, we believe it is helpful to reduce EBITDA for the taxes we expect to pay (As the Company is in a loss position and with history of losses, no income taxes are estimated to be paid).  Using the calculated enterprise value and our adjusted EBITDA, we have used the implied multiple of 2.5x cash flow to determine the terminal value of our reporting unit, which is considered reasonable keeping in view the current slow-down in economy and general business environment.

Discount Factor Used

Since we are a relatively new company and in our early stages, we have determined that 20% be used as our cash flows discount factor and this is considered a reasonable estimate. We consider a higher risk of uncertainty is attached to our business operations in terms of arrangement of debt, equity financing and generation of future revenues and/or profitability as well as going concern issues, due to historic losses and accumulated deficit.  As a result of this, overall cost of capital is expected to be high.

Summary of Results

The results of Step 1 of the goodwill impairment test are as follows:

At December 31, 2009

Fair Value

$240,110

Carrying Value

  274,041

Net

($33,931)

Impairment indicated:

YES

See attachment for fair value calculation for the overall fair value calculation.

Conclusion

We conclude that based on the above analysis, we show goodwill impaired by $33,931. Please note that at the time of finalization of the original financial statements (which were included in Form 20F and filed with SEC on April 20, 2010); our estimated projection for 2010 (revenue, net income and EBITDA) was overstated which resulted in no impairment to goodwill. However,

considering six month results as of June 30, 2010; management believes that annual impairment testing performed originally for the year ending December 31, 2009 was not appropriate and therefore re-assessed entire impairment testing in the 3^rd quarter of 2010.      

In responding to these comments, we acknowledge that the Company is responsible for the accuracy of disclosure in our filings, that comments or changes to the disclosure in response to staff comments do not foreclose the commission from taking any action with respect to the filing, and the Company may not assert staff comments as a defense in any proceedings initiated by the commission under the Federal Securities Law of the United States.

Sincerely,

Play LA Inc.

/s/ Brian Cole

H. Brian Cole, Director

Chief Financial Officer