UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-QSB/A
(Amendment No.1)
 
(Mark One)
     
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                     For the period ended: March 31, 2008
     
o
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                   For the transition period from                      to                     
 
Commission File Number:  0-49649
 
LOGO
 
PLAYLOGIC ENTERTAINMENT, INC.
(Exact name of small business issuer as specified in its charter)
     
Delaware
 
23-3083371
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
Concertgebouwplein 13, 1071 LL Amsterdam, The Netherlands
 
1071 LL
(Address of principal executive offices)
 
(Zip Code)
 
31-20-676-0304
(Issuer’s telephone number)
 
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. þ Yes o No
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
     
Class
 
Outstanding at May 8, 2008
Common Stock, par value $.001 per share
 
41,532,580 shares
 
Transitional Small Business Disclosure Format (check one): Yes o No þ

 
 

 
 
  EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A amends the items identified below with respect to the quarterly report on Form 10-QSB filed by Playlogic Entertainment, Inc. (“We” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 8, 2008 (the “Original Filing”) for the fiscal quarter ended March 31, 2008.

In connection with the review of the Original Filing, the SEC asked the Company to  revise the officers’ certifications to include all the required disclosures set forth in Exhibit 601(b)(31) of Regulation S-K.  The Company determined that it would amend its quarterly report for the year ended December 31, 2007 to address the SEC’s comments. The amendment has no impact on the Company’s consolidated balance sheet, consolidated statements of operations, consolidate statements of changes in shareholders’ equity and consolidated statements of cash flows for the fiscal quarter ended March 31, 2008.

Changes Reflected in this Form 10-QSB/A

This Form 10-QSB/A only amends certain information in the following items related to the fiscal quarter ended March 31, 2008:

Cover Page
Explanatory Note
Part I
Item 4 Disclsoure Controls and Procedures
Part II
Item 1A – Risk Factors
Exhibits
Signature Page
Certifications

The application of the foregoing has resulted in certain amendments to the Original Filing.  Primarily these amendments are to address the SEC’s comments as discussed above.  Except for the amended information, this Form 10-QSB/A continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing, or to modify or update these disclosures affected by subsequent events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing (other than this amendment), and such forward looking statements should be read in their historical context.  This Form 10-QSB/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.
 
 

 
PLAYLOGIC ENTERTAINMENT, INC.
 
FORM 10-QSB/A
 
TABLE OF CONTENTS
 
 
PART I -- FINANCIAL INFORMATION
Page No.
     
  
Item 1.
Financial Statements
  3
       
  
Item 2.
Management’s Discussion and Analysis
12
       
  
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
17
       
  
Item 4
Controls and Procedures
18
     
PART II -- OTHER INFORMATION
 
       
  
Item 1.
Legal Proceedings
18
       
 
Item 1A.
Risk Factors
18
       
  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
       
  
Item 3.
Defaults Upon Senior Securities
18
       
  
Item 4.
Submission of Matters to a Vote of Security Holders
19
       
  
Item 5.
Other Information
19
       
  
Item 6.
Exhibits
19
       
  
Signatures
20
     
  
Exhibit Index
21
     
 
Certifications
Attached
 

 
 
PART I -- FINANCIAL INFORMATION
  Item 1 -  Financial Statements
  
PLAYLOGIC ENTERTAINMENT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 

   
March 31, 2008
Unaudited
   
December 31, 2007
Derived from audited statements
 
ASSETS
       
Current Assets
           
Cash and cash equivalents
  $ 6,629,290     $ 349,464  
Receivables
               
Trade, net of allowance for doubtful accounts
    1,908,464       671,148  
Officers
    14,695       78,754  
Value added taxes from foreign governments
    61,839       50,620  
Current portion of software development costs
    7,468,794       6,244,843  
Discount on long term debt
    490,000       -  
Prepaid expenses and other receivables
    2,591,490       892,855  
                 
Total current assets
    19,164,572       8,287,684  
                 
                 
Property and equipment, net of accumulated depreciation
    780,194       753,768  
                 
Other assets
               
Software development costs, net of current portion
    1,523,739       1,040,510  
Restricted cash
    237,225       -  
                 
Total other assets
    1,760,964       1,040,510  
                 
Total Assets
  $ 21,705,730     $ 10,081,962  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT
         
                 
Current Liabilites
               
Accounts and notes payable
               
Accounts payable
  $ 5,803,424     $ 4,785,678  
Note payable to bank
    1,164,391       1,056,552  
Note payable, other
    427,146       397,845  
Other current liabilities
               
Current maturities of long-term debt
    47,445       44,205  
Accrued liabilities
    2,647,812       2,142,754  
Deferred revenues
    413,742       148,750  
Indebtedness to related party
    2,623,299       589,400  
                 
Total current liabilities
    13,127,259       9,165,184  
                 
                 
Long-term debt, less current maturities
               
Note payable to related party
    4,000,000       -  
Note payable to other
    225,365       221,025  
      4,225,365       221,025  
                 
Total liabilities
    17,352,624       9,386,209  
                 
Shareholders' Equity
               
Preferred stock - $0.001 par value. 20,000,000 shares authorized.  None issued and outstanding
    -       -  
Common stock - $0.001 par value.100,000,000 shares authorized.  41,532,580  shares issued and outstanding
    41,533       38,533  
Additional paid-in capital
    56,880,831       54,081,832  
Deferred compensation-employee stock options
    438,948       374,571  
Accumulated currency translation adjustments reserve
    (2,963,061 )     (3,057,297 )
Accumulated deficit
    (50,045,145 )     (50,741,886 )
      4,353,106       695,753  
                 
Total liabilities and shareholders' equity
  $ 21,705,730     $ 10,081,962  
 
See accompanying notes to unaudited condensed consolidated financial statements

 
- 3 -

 
PLAYLOGIC ENTERTAINMENT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   
unaudited
 
   
Three months ended March 31,
 
   
2008
   
2007
 
             
Revenues
           
Sales, net of returns and allowances
  $ 4,031,680     $ 3,482,596  
                 
Cost of sales
               
Direct costs and license fees
    (1,070,560 )     (637,983 )
Amortisation of software development costs
    (745,693 )     (448,418 )
      (1,816,253 )     (1,086,401 )
                 
Gross profit
    2,215,427       2,396,195  
                 
Operating expenses
               
Research and development
    63,892       22,719  
Selling and marketing
    185,647       464,792  
General and administrative
    1,145,359       1,136,012  
Depreciation
    76,820       81,690  
Total operating expenses
    1,471,718       1,705,213  
                 
Profit  from operations
    743,709       690,982  
                 
Other income/(expense)
               
Gain on debt restructuring
    -       387,408  
Interest expense
    (57,915 )     (319,446 )
Realized and unrealized exchange profit
    10,954       -  
                 
Profit before provision for income taxes
    696,747       758,944  
Provision for income taxes
    -       -  
                 
                 
Net profit
  $ 696,747     758,944  
                 
Net profit per weighted-average share of common stock outstanding, computed on net profit
               
- basic and fully diluted
  0.02     0.03  
                 
Weighted-average number of shares of common stock outstanding
               
- basic and fully diluted
    38,565,913       25,332,109  
 
See accompanying notes to unaudited condensed consolidated financial statements
 
 
- 4 -

 

 
PLAYLOGIC ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
Three months ended March 31,
 
   
2008
   
2007
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net cash used in operating activities
  $ (345,472 )   $ 23,101  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Cash paid for software development
    (1,868,065 )     1,696,303-  
Cash paid to acquire property and equipment
    (49,247 )     42,314-  
Net cash used in investing activities
    (1,917,312 )     (1,738,617 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Receipts on bank credit facility
    -       30,229  
Payments on bank line of credit
    29,081       -  
Cash repaid on short term notes
    -       407,132-  
Principal payments on long-term debt
    (11,347 )     9,850-  
Cash received from shareholder loans
    5,719,297       2,090,419  
Proceeds from sales of common stock
    2,790,000          
Net cash provided by financing activities
    8,527,031       1,703,666  
                 
Effect of foreign exchange on cash
    15,578       1,915  
                 
Increase/(decrease) in cash
    6,279,825       9,936-  
Cash at beginning of period
    349,464       16,537  
                 
Cash at end of period
  $ 6,629,290     $ 6,601  
                 
Supplemental disclosures of interest and income taxes paid
               
Interest paid during the period
  $ -     $ -  
Income taxes paid (refunded)
    -       -  
                 
Supplemental disclosures of non-cash investing and financing activities
               
Common stock issued to repay notes payable
  $ -     $ -  
Cost of acquiring capital paid with issuance of common stock
  $ 210,000     $ -  
 
See accompanying notes to unaudited condensed consolidated financial statements
 
 
- 5 -

 
PLAYLOGIC ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 
               
 
         
 
             
   
Common stock
   
 
   
Deferred
compensation -
employee stock
options
   
 
   
 
       
   
Shares
   
Par value
   
Additional
paid-in
capital
   
Accumulated other
comprehensive
loss
   
Accumulated
deficit
   
Total
 
                                           
Balances at December 31, 2007
    38,532,579     $ 38,533     $ 54,081,831     $ 374,571     $ (3,057,291 )   $ (50,741,892 )   $ 695,752  
                                                         
Common stock issued for cash
    3,000,000       3,000       2,997,000        -                    3,000,000  
Capital contributed to support operations
                25,000        -                 -        25,000  
Issuing costs
                (713,000 )      -         -         -         (713,000 )
Stock options issued pursuant to employee compensation plan
                 -        64,377        -         -        64,377  
Discount on long term debt
                   
490,000
                              490,000  
Change in currency translation adjustment
                 -         -        94,231        -        94,231  
Net result for the period
                                            696,747       696,747  
      41,532,579     $ 41,533     $ 56,880,831     $ 438,948     $ (2,963,061 )   $ (50,045,145 )   $ 4,353,106  
 
See accompanying notes to unaudited condensed consolidated financial statements
 
 
- 6 -

 
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Playlogic Entertainment, Inc. (“Playlogic,” the “Company” or “we”) develops and publishes interactive software games designed for video game consoles, handheld platforms and personal computers. We currently offer our products primarily in versions that operate on the Sony PlayStation 2 (“PS2”), Sony PlayStation 3 (“PS3”), Nintendo Wii (“Wii”), and Microsoft Xbox 360 (“Xbox360”) console systems, Nintendo Game Boy Advance (“GBA”), Sony PlayStation Portable (“PSP”), and Nintendo Dual Screen (“NDS”) hand-held devices, and the personal computer (“PC”).

We develop and publish action/adventure, racing, simulation, first-person action, and other software games to casual players, game enthusiasts, children, adults, and mass-market consumers.   Our principal sources of revenue are derived from publishing operations.  Publishing revenues are derived from the sale of internally developed software titles or software titles developed by third parties.  Our publishing business involves the development, marketing, and sale of products directly through distributors or through licensing arrangements, under which we receive royalties.

We sell our products in the globally, focusing on the United States, Europe and Asia.

Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the consolidated financial condition, results of operations and cash flows of the Company for the respective periods being presented

Principles of consolidation
The consolidated  financial statements include the consolidated financial statements of Playlogic Entertainment, Inc. a Delaware corporation, Playlogic International N.V. (a corporation domiciled in The Netherlands) and its wholly-owned subsidiary Playlogic Game Factory B.V. (a corporation domiciled in The Netherlands).  All inter-company accounts and transactions have been eliminated in consolidation.

For reporting purposes, the Company operated in only one industry for all periods presented in the accompanying consolidated financial statements and makes all operating decisions and allocates resources based on the best benefit to the Company as a whole.

Basis of presentation
The accompanying condensed consolidated balance sheet as of December 31, 2007 has been derived from audited financial statements and the accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2008 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the interim reporting requirements of Regulation S-B.  They do not include all of the information and footnotes for complete consolidated financial statements as required by GAAP.  In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.  These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-KSBfor the year ended December 31, 2007.

The results of operations for the three months ended March 31, 2008 and 2007 presented are not necessarily indicative of the results to be expected for the year.

There is no provision for dividends for the quarter to which this quarterly report relates.
 
- 7 -

 

PLAYLOGIC ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 

Currency translation
The accompanying consolidated financial statements are reported in U.S. Dollars.  Accounts of foreign operations are translated into U.S. dollars using exchange rates for assets and liabilities at the balance sheet date and average prevailing exchange rates for the period for revenue and expense accounts. Adjustments resulting from translation are included in other comprehensive income (loss). Realized and unrealized transaction gains and losses are included in income in the period in which they occur, except on inter-company balances considered to be long term. Transaction gains and losses on inter-company balances considered to be long term are recorded in other comprehensive income.

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s items of other comprehensive income (loss) are foreign currency translation adjustments, which relate to investments that are permanent in nature and therefore do not require tax adjustments.

The Euro is the functional currency of our operating subsidiaries domiciled in The Netherlands. We translate Euro into US Dollars, in accordance with the following table:

Financial statement element
Applicable rate
 
Assets
Balance sheet date *
 
Liabilities
Balance sheet date *
 
Equity
Historical
 
Revenues
Annual average**
 
Expenses
Annual average**
 
Gains
Annual average**
 
Losses
Annual average**
 
 
*$1.5815 at March 31, 2008
  $1.4735 at December 31, 2007
 
** Average for the 3 months ended March 31, 2008 $1.5130
     Average for the 3 months ended March 31, 2007 $1.3133
 
 
NOTE B - SOFTWARE DEVELOPMENT COSTS
 
The following table provides the details of software development costs for the three months ended March 31, 2008 and for the year ended December 31, 2007:
 
   
March 31, 2008 unaudited
 
December 31, 2007 (derived from audited statements)
   
Beginning balance
 
$
7,285,353
 
$                         4,463,430
   
Additions
   
1,754,590
 
 4,593,036
   
Amortization
   
(745,678
)
(2,386,223
)
 
Write down
   
 
(68,566)
   
Foreign exchange
   
698,279
 
 683,676
   
Ending balance
   
8,992,544
 
 7,285,353
   
   Less: current portion
   
(7,468,794
)
 (6,244,843
)
 
Non-current portion
 
$
1,523,750
 
$                         1,040,510
   
 
The amount of software development costs resulting from advance payments and guarantees to third-party developers was $7,043,000 at March 31, 2008. In addition, software development costs at March 31, 2008 included an amounts of $823,000 related to titles that have not been released yet.
 
The non-current portion of the capitalized software development costs is expected to be amortized in 2009.

 
- 8 -

 
 

  PLAYLOGIC ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 

NOTE C – SHAREHOLDER’S EQUITY TRANSACTIONS

Common stock
 
The Company sold 3,000,000 shares of its common stock to an accredited investor based in the Netherlands at $ 1.00 per share for a total cash consideration of $3,000,000. The sale was made pursuant to the terms of a subscription agreement dated March 27, 2008. The Company will pay a placement fee of 7% (being $210,000) on this sale.

Concurrent with this sale, the Company issued warrants to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The warrants may be exercised starting March 28, 2008 and expire on March 27, 2013.


NOTE D – LOANS FROM SHAREHOLDERS

In February 2008 the Company has entered into a bridge loan agreement with a lender in the Netherlands, pursuant to which the Company borrowed a principle amount of € 1,250,000 (or $1,977,000). The loan bears compound interest at a rate of 10% per annum and will be repaid on April 4, 2008.

On March 27, 2008, the Company has entered into a long term loan agreement with two lenders based in the Netherlands, pursuant to which the Company borrowed the principal amount of $4,000,000. The loan bears compound interest at a rate of 7% per annum and has a 2.5 year term. The interest will be paid on a monthly basis and repayment of the principal will be done in 8 quarterly installments, starting in the fourth quarter of 2008. Under this loan agreement, the Company pledged as a collateral all Intellectual Property (IP) owned by the Company. The Company has paid a placement fee of 1% on this loan ($40,000).

Concurrent with this loan agreement of March 27, 2008, the Company issued to these lenders warrants to purchase 1,286,000 shares of the Company’s common stock at an exercise price of $1.20 per share. The warrants may be exercised starting March 28, 2008 and expire on March 27, 2013. The warrants will be exercised cashless and have a mandatory call clause when the stock price is $4.00.

The warrants have been valued based on the Black & Scholes model. In accordance with APB 14, we have recognized a discount on the long term debt amounting to $490,000 which will be amortized over the term of the loan.
 
 
NOTE E - COMMITMENTS AND CONTINGENCIES
 
Litigation
 
On November 27, 2007, the District Court of Amsterdam found for the plaintiff (Playlogic) in the case of Playlogic Entertainment, Inc. vs. WorldForge/VisionVale Ltd.
 
The provisional judge of the District Court of Amsterdam concludes that all the copyrights to the game Ancient Wars: Sparta always belonged to Playlogic pursuant to the agreement with WorldForge / Visionvale and Burut. The judge ruled in Playlogic’s favor on all counts and WorldForge / Visionvale and Burut have to pay a penalty of  € 10,000 ($15,815)each time they state the contrary or refrain from publishing rectifications of former wrong statements.

Moreover the Company is involved in a few minor legal actions incidental to its ordinary course of business.
 
With respect to the above matters, the Company believes that it has adequate legal claims or defenses and/or provided adequate accruals for related costs such that the ultimate outcome will not have a material adverse effect on the Company’s future consolidated financial position or results of operations .

Office leases
 
The Company leases it’s executive offices located at Concertgebouwplein 13 in Amsterdam from Mr. D. Valerio. This lease agreement expires on June 30, 2008. The lease requires a last payment of approximately $23,000 (€15,000) for the second quarter of 2008. The Company will move their office in the second quarter of 2008 to the World Trade Center (WTC) in Amsterdam, the Netherlands.

The Company has entered into a lease agreement with the World Trade Center in Amsterdam for a period of 5 years ending July 31, 2013. The lease requires annual payments of approximately $460,000 (€ 291,500) for the offices and $32,000 (€20,600) for parking spaces at the building, all payable in quarterly installments. The offices total approximately 8,000 square feet (or 900 square meter). This lease agreement contains an extension option, which if exercised by the Company, will extend the expiration date to July 31, 2018.The Company has negotiated a rent-free period with the WTC for the period up to December 31, 2008. First payments will start January 2009.
 
- 9 -


PLAYLOGIC ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 

Our fully owned subsidiary, Playlogic Game Factory, B. V., leases offices located at Hambroeklaan 1 in Breda from Neglinge BV pursuant to a lease agreement which expires on October 1, 2013. This lease agreement contains an extension option, which if exercised, will extend the expiration date to October 1, 2018. At the execution of this lease agreement, the landlord committed itself to invest approximately $470,000 (€300,000) in leasehold improvements which are scheduled to be repaid by Playlogic Game Factory B.V. over a 10 year period. The lease requires annual payments of approximately $470,000 (€300,000) per year, payable in quarterly installments.

Future minimum non-cancelable lease payments on the above leases for office space are as follows:

            March 31,
     
2008
 
$
399,000
 
2009
   
355,000
 
2010
   
355,000
 
2011
   
355,000
 
2012
   
355,000
 
Thereafter
   
355,000
 
Total
 
2,174,000
                          
 
Transportation leases

The Company leases 14 automobiles for certain officers and employees pursuant to the terms of their individual employment agreements under operating lease agreements. These agreements are for terms of 3 to 4 years. The leases require monthly aggregate payments of approximately $20,000.

Future minimum non-cancelable lease payments on the above transportation leases are as follows:
 
                 December 31,
     
2008
 
$
79,500
 
2009
   
37,400
 
2010
   
-
 
2011
   
-
 
2012
   
-
 
Thereafter
   
-
 
Total
 
116,900
 
 
Software development contracts

The Company has entered into eight (8) separate software development contracts with unrelated entities. These contracts require periodic payments of agreed-upon amounts upon the achievement of certain developmental milestones, as defined in each individual contract. All of these contracts have completion deadlines of less than one (1) year from the contract execution and will require an aggregate funding liability of approximately $1.8 million through completion.

 
NOTE F — OTHER RELATED PARTY TRANSACTIONS
 
Willem M. Smit, the Company’s Chief Executive Officer, has agreed to not receive any cash compensation until such time that the Company achieves positive cash flows from operations. However, the Company does reimburse Mr. Smit for his business related expenses and provides him with an automobile. As Mr. Smit provides executive management and oversight services to the Company, an amount of $100,000 per annum (or $25,000 per quarter) is imputed as the value of his services and recorded as additional contributed capital to the Company.
 
Effective January 1, 2006 the Company entered into a service agreement with Altaville Investments B.V., a company beneficially owned by its CEO Willem M. Smit. The Company pays for certain service among others house keeping and cleaning services provided by Altaville to the Company an annual aggregate amount of approximately $ 50,000 which is paid in 4 quarterly installments.

- 10 -

 
 
PLAYLOGIC ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE G - SEGMENT INFORMATION AND REVENUE CONCENTRATIONS

The Company sells it’s products to wholesale distributors in various domestic and foreign markets. The following table shows the Company’s gross revenue composition:

 
   
For the 3 months ended March 31,
 
   
2008
 
2007
 
               
Europe and United Kingdom
             
Customer A *
 
0
0%
 
2,211,950
64%
 
Customer B
 
1,083,710
27%
 
433,398
12%
 
Customer C
 
188,058
5%
 
525,331
15%
 
Customer D
 
1,108,424
27%
 
0
0%
 
Customer E
 
434,609
11%
 
0
0%
 
Others
 
493,614
12%
 
311,917
9%
 
   
3,308,415
82%
 
3,482,596
100%
 
Asia
             
Others
 
32,505
1%
 
0
0%
 
   
32,505
1%
 
0
0%
 
               
United States & Canada
             
Customer A *
 
0
0%
 
0
0%
 
Customer E
 
690,760
17%
 
0
0%
 
Others
 
0
0%
 
0
0%
 
   
690,760
17%
 
0
0%
 
               
               
Total
 
4,031,680
100%
 
3,482,596
100%
 

* The Company entered into a license contract with Customer A, for global distribution of certain games. As the Company is located in Europe, the revenue has been allocated to Europe and UK. Part of this revenue should however be read as US market revenue.
 
NOTE H – SUBSEQUENT EVENTS

  In April, the Company has repaid the related party loans, amounting to $2.6 million using the available cash on the balance sheet.


Item 2. Management’s Discussion and Analyses of Financial Condition and Results of Operation

Playlogic is a publisher of interactive entertainment products, such as video game software and other digital entertainment products. We publish for most major interactive entertainment hardware platforms, like Sony’s PlayStation 3,and Playstation2, Microsoft’s Xbox 360 and Nintendo’s Wii, PCs and handheld devices (such as Nintendo DS, and PSP) and mobile devices. Our principal sources of revenue are derived from publishing operations. Publishing revenues are derived from the sale of our digital entertainment products. We own most of the intellectual properties of our products, which we believe positions us to maximize profitability.

As a publisher, we are responsible for publishing, production, localization, QA and testing, PR and marketing, manufacturing and sales of our products. Playlogic’s products are sold to distributors who supply retailers worldwide. Furthermore, we sell directly to consumers through online distribution channels with various partners.

Development studios throughout the world help create the games which are published by Playlogic. One of these studios is our fully owned subsidiary, Playlogic Game Factory B.V., located in The Netherlands. Other independent studios in various countries develop our games under Software Development Agreements (SDA). These development contracts generally provide that we pay an advance on future royalties earned upon achievement of milestones successfully completed and delivered. In addition, we license the rights of existing Playlogic IP to other development studios who then adapt these products to the specifications and abilities of other (console) platforms.

Studios and developers contact us daily requesting financing and publishing of their games or concepts. We evaluate each of these offers based on several factors, including sales potential of concept or product, technology & tools used, track record and project management of the studio.

We select which games we develop based on our analysis of consumer buying trends and behavior and our experience with similar or competitive products. Once we select a game to develop, we then assign a development studio, based upon its qualifications, previous experience and prior performance. Once developed, we distribute our games worldwide through existing distribution channels with global or local distributors. When appropriate we have the ability to release our titles simultaneously across a range of hardware formats to maximize overall sales for a particular product with a minimum augmentation in development time and resources.

We believe that greater online functionalities, applications and  digital distribution on the new platforms will improve revenue margins and encourage further industry growth. In addition, according to DFC Intelligence, new sales potential, revenue opportunities from wireless gaming, online console gaming, and in-game advertising are expected to grow from $1 billion in 2005 to $5 billion in 2009.

Industry Overview

Over the past two decades, the video game industry has advanced and become a valuable contributor to the entertainment consumption business. The estimated break-down of gamers in US households is 61% male and 39% female, with 47% of gamers between 13 and 24 years old, 30% between 25 and 39 years old; and 23% over 40 years old.

Worldwide, the video game market is projected to increase from $26.2 billion in 2004 to $46.5 billion in 2010, growing at an 11.4 percent compound annual rate. Asia Pacific, currently the largest market at $9.6 billion in 2004, is projected to maintain its dominance, growing at a 12.3 percent compound annual rate through 2010 to reach $17.4 billion. The United States has the second largest market and is expected to grow from $8.4 billion in 2005 to $13.0 billion in 2010, an 8.9 percent compounded annual according to Company Annual Reports of Crandell & Sidak. The combined US and European software markets will grow at a 13.5% CAGR over the 2006-2008 period. (WedBush Morgan).

The video game market reflects consumer spending on console games (including handheld games), personal computer (PC) games, online games, and wireless games. The category excludes spending on the hardware and accessories used to play the games.

With the launch of the Nintendo Wii and Sony PlayStation 3, the gaming industry had a record-breaking year in 2006. According to NPD Group's industry tracking sales figures, overall profits are up 19 percent, and the combined hardware, software, and accessories sales reached $12.5 billion in the U.S. alone, making it the highest grossing year in the video game industry to date.

Market Trends – Worldwide

The fastest-growing segment during the next five years, global video game spending will increase to $55.6 billion in 2008, at a 20.1 percent CAGR. (PricewaterhouseCoopers). By 2008, online and wireless will be major distribution channels, spurred by broadband penetration and new mobile phones that will be used as much for entertainment as for communication. The PC game market will shrink, and console game spending will grow as next generation consoles are introduced.

 
- 12 -

 
 
The video game market was in a transition year in 2005, awaiting the introduction of the next-generation consoles. Growth slumped to 3.3 percent, the slowest increase during the past five years. The next generation of consoles and recently introduced handheld games will spur the console/handheld market in the U.S., EMEA, Asia Pacific, and Canada, while PC games will continue to decline or see little growth in the U.S. and EMEA. The introduction of new wireless phones capable of downloading games will boost the wireless game market in the U.S., EMEA, Asia Pacific, and Canada. Overall, the video game market will expand at an 11.4 percent CAGR to $46 billion in 2010 from $27 billion in 2005.

Console Installed Base

Since the introduction of PlayStation 2 in 2000, the console has sold over 140 million units worldwide according to games industry. biz. The PlayStation 3 has been introduced to the market in the second half of 2006. Microsoft introduced its next generation console, the Xbox 360, in November 2005. Playlogic will continue development of PlayStation2 titles, because of their large installed base of over 120 million units.

Microsoft’s Xbox360 has sold 11.6 million units so far. As of April 1, 2007 , Sony has shipped approximately 5.5 million Playstation 3 units worldwide.   Nintendo’s next generation console, called ‘Wii’ has sold more than 9.27 million units so far. Wed bush Morgan Securities expects next generation hardware shipments through the end of 2007 will reach 46 million units in the U.S. and Europe.

Nintendo Dual Screens (‘Nintendo DS’) and PlayStation Portable (‘PSP’) were both successfully introduced to the market. The sales volume of the Nintendo DS reached 47.3 million units by June 30, 2007, and PSP reached the sales volume of 25.4 million units sold as of March 31 , 2007.

PC Games

Playlogic will continue to also release PC games since, in comparison to next generation consoles games, these products are less expensive to develop, address a very wide target audience and contribute significant better margins. Furthermore Playlogic will focus on new successful platforms like the Nintendo DS and Nintendo Wii.

Consumer Facts

Thirty percent of most frequent game players are under eighteen years old while twenty-six percent of most frequent game players are between 18 and 35 years old. Forty-four percent of most frequent game players are over 35 years old. Forty percent of most frequent console game players are under eighteen years old while thirty-five percent of most frequent game players are between 18 and 35 years old. Twenty-five percent of most frequent console game players are over 35 years old. Thirty-eight percent of game players are women. Women age 18 or older represent a significantly greater portion of the game-playing population (30%) than boys age 17 or younger (23%).The average adult woman plays games 7.4 hours per week.  The average adult man plays 7.6 hours per week. Though males spend more time playing than do females, the gender/time gap has narrowed significantly.

Females are being significantly attracted to playing certain online multi-user video games that offer a more communal experience, and a small hardcore group of young females are playing aggressive games that are usually thought of as being "traditionally male" games. The most loyal fan-base is reported to be for large role-playing games     (Nielsen Active Gamer Study).

According to the ESRB almost 41% of video and PC gamers are women.

We believe the demographics of game players will widen, and be a major source of the growth of the industry. The first generation gamers are now in their 30s and are still playing games and new consumers enter the market, including children at the age of 6 to 8 and an increasing number of women players.
 
 
- 13 -

 

           
Expected release
Game
 
Studio
 
Platform
 
date to retail
Completed Games
           
Alpha Black Zero
 
Khaeon (NL)
 
PC
 
Released
Airborne Troops
 
Widescreen Games (F)
 
PS2, PC
 
Released
Cyclone Circus
 
Playlogic Game Factory (NL)
 
PS2
 
Released
Xyanide
 
Overloaded (NL)
 
Mobile Phones
 
Released
World Racing 2
 
Synetic (G)
 
PS2, Xbox, PC
 
Released
Knights of the Temple 2
 
Cauldron (SK)
 
PS2, Xbox, PC
 
Released
Gene Troopers
 
Cauldron (SK)
 
PS2, Xbox, PC
 
Released
Xyanide
 
Playlogic Game Factory (NL)
 
Xbox
 
Released (1)
Age of Pirates: Caribbean Tales
 
Akella (Russia)
 
PC
 
Released
 Infernal
 
 Metropolis (Poland)
 
PC
 
Released
Ancient Wars: Sparta
 
World Forge (Russia)
 
PC
 
Released
Xyanide Resurrection
 
Playlogic Game Factory (NL)
 
PSP
 
Released
Evil Days Of Luckless John
 
3A Entertainment (Great Britain)
 
PC
 
Released
Xyanide: Resurrection
 
Playlogic Game Factory (NL)
 
PS2
 
Released
Obscure 2
 
Hydravision (F)
 
PC
 
Released
Obscure 2
 
Hydravision (F)
 
PS2
 
Released
Obscure 2
 
Hydravision (F)
 
Wii
 
Released
             
Xyanide: Resurrection
 
Playlogic Game Factory (NL)
 
PC
 
Released
Dragon Hunters
 
Engine software (NL)
 
DS
 
Released
             
Under development
           
Aggression 1914
 
Buka (Russia)
 
PC
 
Q2 2008
Dimensity
 
Dagger Studio (Bulgaria)
 
PC
 
Q2 2008
Red Bull Break Dancing
 
TBC
 
DS
 
Q2 2008
Infernal 2
 
Metropolis (Poland)
 
TBC
 
Q2 2008 (2)
Simon the Sorcerer 4
 
RTL /Silverstyle Studio (GER)
 
PC
 
Q2 2008
The Strategist
 
Humagade/Canada
 
DS
 
Q2 2008
Sudoku Ball
 
White Bear
 
Wii/PC/DS
 
Q4 2008
Age of Pirates: Captain Blood*
 
Akella (Russia)
 
PC
 
Q3 2008
Age of Pirates: Captain Blood*
 
Akella (Russia)
 
Xbox360
 
Q3 2008
Worldshift
 
RTL Games (Germany)
 
PC
 
Q4 2008
Undisclosed Title
 
Playlogic Game Factory (NL)
 
PS3, Xbox360, PC
 
Q1 2009
_______________

1       Released in the US only
2       Final decision on Next Generation options to be made.
*       working title

The games industry is currently in a transition period. The current and Next Gen consoles (Xbox360, PlayStation 3, Wii) and DS platforms have broadened the market, appealing to an even larger mass consumer audience than ever before, providing increased publishing opportunities. The investments in next generation platforms are however larger than for the previous generation platforms. Playlogic has created a healthy balance between games available for the current and the next generation platforms. To spread risk and broaden Playlogic’s portfolio, PC games and handheld titles are a substantial part of the line-up for the coming year.
 
- 14 -


 
Material agreements

During the three months ended March 31, 2008, the Company entered into a number of publishing and distribution agreements.

Critical Accounting Policies and Estimates
 
Our most critical accounting policies, which are those that require significant judgment, include: capitalization and recognition of software development costs and licenses; share-based compensation and revenue recognition. In-depth descriptions of these can be found in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 (the “2007 Form 10-K”). There have been no material changes in our existing accounting policies from the disclosures included in our 2007 Form 10-K.

Recently Issued Accounting Pronouncements

In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, or SFAS 159.  SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value.  It is expected to expand the use of fair value measurements which is consistent with the Financial Accounting Standards Board’s long-term measurement objectives for accounting for financial instruments.  SFAS 159 is effective for our first fiscal year that begins after November 15, 2007, which is our fiscal year 2009 that begins in January 2008.  The Company is currently evaluating the impact of this statement to its financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), ‘’Business Combinations’’, or SFAS No. 141R.  SFAS No. 141R will change the accounting for business combinations.  Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions.  SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination.  SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009.  We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.  We are still assessing the impact of this pronouncement.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. The Company believes that SFAS 159 should not have a material impact on the consolidated financial position or results of operations.
 
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing GAAP until January 1, 2009. The Company expects SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. The Company is still assessing the impact of this pronouncement.
 
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160" ("SFAS No. 160"). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company believes that SFAS 160 should not have a material impact on the consolidated financial position or results of operations.
 
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
- 15 -


Results of Operations
 
Three Months Ended March 31, 2008 Compared to three months ended March 31, 2007
 
Net sales. Net sales for the three months ended March 31, 2008 were $4,031,680 as compared to $3,482,596 for the three months ended March 31, 2007. This increase of $549,084 or 16% in revenue is primarily related to the release a number of new titles and titles on next generation platforms such as the Nintendo Wii.
 
Gross Profit. Gross profit totaled $2,215,427 for the three months ended March 31, 2008. For the three months ended March 31, 2008, gross profit totaled $2,396,195. This small decrease in gross margin is due to the 2007 revenue consisted mainly of 2 titles that were licensed. In general the margins on license contract are higher as the cost of goods are being paid by the licensee. 
Gross Profit as a percentage of sales can vary significantly from period to period due to the sales mix and the type of sales deals included.
 
Selling, Marketing, General and Administrative Expenses. Selling, marketing, general and administrative expenses totaled $1,331,006, for the three months ended March 31, 2008. For the three months ended March 31, 2007, selling, general and administrative expenses totaled $1,600,804. This represents a decrease of $269,798 or 17%. This decrease in selling, general and administrative expenses is due to managements’ focus on cost control.
 
Research and Development. Research and development expenses totaled $63,892 for the three months ended March 31, 2008. For the three months ended March 31, 2007, research and development totaled $22,719. This represents a decrease of $41,173 or 181%. This decrease is due to costs in relation to 3 rd party development activities being classified as Cost of Sales. Furthermore, our in-house studio is focusing on the development of a game to be released in Q1 2009.
 
Depreciation. Depreciation expenses totaled $76,820 for the three months ended March 31, 2008. For the three months ended March 31, 2007, the depreciation expense totaled $81,690. The slight decrease is due to some fully depreciated assets. We expect a slight increase in depreciation for the rest of the year as we are moving our headquarter offices, which will lead to some leasehold improvement investments.
Gain on debt restructuring. Gain on debt restructuring totaled $0 for the three months ended March 31, 2008. For the three months ended March 31, 2007, gain on debt restructuring totaled $387,408. The gains relate to debt extinguishments with various creditors arranged during the first three months of last year. For 2008 we have not restructured any debt.

Interest Expense. Interest expense totaled $57,915 for the three months ended March 31, 2008. For the three months ended March 31, 2007, interest expense totaled $319,446. This represents a decrease of $261,531, or 82%. This decrease in interest expense is primarily due to the decrease of interest bearing short term loans during the year. During the year 2007 most loans were repaid or converted into equity.

Net Result. Our net profit was $696,747 for the three months ended March 31, 2008. For the three months ended March 31, 2007, the net profit totaled $758,944. Although a slight decrease in profit is shown, the quality of the result has improved dramatically. The company was able to restructure the debts, and through continued focus on the operational expenses the expenses are very flat compared to prior quarters. Last year we were able to also restructure debts which led to a one-time gain of $387,408 impacting the result.
 
Other comprehensive income. Other comprehensive income represents the change of the Currency Translation Adjustments balance during the reporting period. The Currency Translation Adjustments balance that appears in the stockholders’ equity section is cumulative in nature and is a consequence from translating all assets and liabilities at current rate whereas the stockholders’ equity accounts are translated at the appropriate historical rate and revenues and expenses being translated at the weighted-average rate for the reporting period. The Change in currency translation adjustments was $94,232 for the three months ended March 31, 2008 and $(104,667) for the three months ended March 31, 2007.
 
Cash flow from operations. We showed a net profit of $696,747 for the 3 months ended March 31, 2008, however the cash flow from operations shows $345,472 negative. This is due to the fact that we released 3 new titles in the first quarter, two of which were in March,  which causes some outstanding receivables in the balance sheet. Sales resulting in revenue, but not yet in cash.
 
Liquidity and Capital Resources
 
As of March 31, 2008 our cash balance was $6,629,290. 
 
We expect our capital requirements to increase over the next several years as we continue to develop new products both internally and through our third-party developers, increase marketing and administration infrastructure, and embark on in-house business capabilities and facilities. Our future liquidity and capital funding requirements will depend on numerous factors, including, but not limited to, the cash generation from the released games, the cost of hiring and training production personnel who will produce our titles, the cost of hiring and training additional sales and marketing personnel to promote our products, and the cost of hiring and training administrative staff to support current management.
 
Our net accounts receivable, after providing an allowance for doubtful accounts, at March 31, 2008 was $1,908,464.
 
Fluctuations in Quarterly Operating Results and Seasonality  
 
We have experienced fluctuations in quarterly operating results as a result of the timing of the introduction of new titles; variations in sales of titles developed for particular platforms; market acceptance of our titles; development and promotional expenses relating to the introduction of new titles; sequels or enhancements of existing titles; projected and actual changes in platforms; the timing and success of title introductions by our competitors; product returns; changes in pricing policies by us and our competitors; the accuracy of retailers’ forecasts of consumer demand; the size and timing of acquisitions; the timing of orders from major customers; and order cancellations and delays in product shipment. Quarterly comparisons of operating results are not necessarily indicative of future operating results.
 
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
We transact business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. Accounts relating to foreign operations are translated into United States dollars using prevailing exchange rates at the relevant quarter end. Translation adjustments are included as a separate component of stockholders’ equity. For the three months ended March 31, 2008, our accumulated foreign currency translation adjustment loss was approximately $3.0 million.
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Based on an evaluation under the supervision and with the participation of management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) were effective as of March 31, 2008 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the first quarter of 2008, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings

In June 2007, Playlogic Entertainment Inc. was sued in class action before the US district court in Manhattan, with respect to alleged damage as a result of copy protection software included in Age of Pirates – Caribbean Tales. We do not foresee any liability in this matter, as plaintiffs have clearly sued the wrong company and the wrong entity. Playlogic acts only as a publisher of the game and therefore is not liable for possible faults in production or distribution. Moreover, as far as any claim could be brought against Playlogic, it would be the Dutch subsidiary Playlogic International NV, with its statutory seat in Amsterdam, The Netherlands, that would have to be sued. As a consequence, the pending case should fail on both grounds and any new action against the Dutch subsidiary would have to be brought before the Dutch courts that are even more likely than the US courts to reject class actions like this.
 
Except as referred to above there were no new material legal proceedings or material developments to the pending legal proceedings that have been previously reported in Part I, Item 3 of our 2006 Form 10-K.  A full discussion of our pending legal proceedings is also contained in Part I, Item 1, “Notes to Unaudited Condensed Consolidated Financial Statements” of this Report.
 

Item 1A. Risk Factors
 
There have been no material changes to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-KSB for the year ended December 31, 2007 , as amended.
 

Item 2 - Changes in Securities.

No response required.


Item 3 - Defaults Upon Senior Securities.

No response required.
 
 
- 18 -

 
Item 4 - Submission of Matters to a Vote of Security Holders.

No response required.


Item 5 - Other Information.

No response required.
 
 
Item 6. Exhibits
 
Exhibits:
   
     
31.1
 
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
- 19 -

 
 
SIGNATURES
 

     Pursuant to the requirements of Section 13 or 15(d) 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.
 
       
 
Playlogic International, Inc.
 
       
Date: August 21, 2008
By:    
/s/ Willem M. Smit
 
 
Willem M. Smit
Chief Executive Officer
 
     

 
- 20 -

 
 
Exhibit Index
 
 
Exhibits:
   
     
31.1
 
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
- 21 -

 

Playlogic Entertainment (CE) (USOTC:PLGC)
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