UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
  ý
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT
OF 1934.For
      the quarterly period ended June 30, 2009ORo
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period
      from  _____ to _______.
  Commission
file number  0-49649
  logo
  PLAYLOGIC
ENTERTAINMENT, INC
 (Exact
Name of Registrant as Specified in Its Charter)
  Delaware
              
              23-3083371(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)Strawinskylaan
      1041,
                WTC
      Amsterdam, C-Tower, 10th floor
              
              1077
      XX(Address
      of principal executive offices)
              
              (Zip
      Code)
  Registrant's
Telephone Number, Including Area Code: + 31-20-676-0304
  Indicate
by check mark whether the registrant: (1) 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.    Yes  ý  No  o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of
this chapter) during the preceding 12 months(or such shorter period that the
registrant was required to submit and post such files.  Yes  o  No  o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
 
 Large
      accelerated filer o
              
              Accelerated
      filer o
              
              Non-accelerated
      filer o
                (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company ý
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)  Yes  o  No  ý
  As of
June 30, 2009, there were 47,139,635 shares of the Registrant's Common Stock
outstanding.
  
  
 PLAYLOGIC
ENTERTAINMENT, INC.
  FORM
10-Q
  TABLE
OF CONTENTS
   PART
      I -- FINANCIAL INFORMATION
                    Page
      No.Item
      1.
                    Financial
      Statements
                    3Item
      2.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    16Item
      3.
                    Quantitative
      and Qualitative Disclosures about Market Risk
                    21Item
      4
                    Controls
      and Procedures
                    22PART
      II -- OTHER INFORMATIONItem
      1.
                    Legal
      Proceedings
                    23Item
      1A.
                    Risk
      Factors
                    23Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    23Item
      3.
                    Defaults
      Upon Senior Securities
                    23Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    23Item
      5.
                    Other
      Information
                    23Item
      6.
                    Exhibits
                    23Signatures
                    24Exhibit
      Index
                    25Certifications
                    Attached
  -
2 -
 
 PART I -- FINANCIAL INFORMATION
  Item 1 -  Financial
Statements
  PLAYLOGIC
      ENTERTAINMENT INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETSJune
      30, 2009
                                                        Unaudited
                                                      
                                                      
                                                      December
      31, 2008
                                                        Derived
      from audited financial statementsASSETSCurrent
      AssetsCash
      and cash equivalents
                                                      
                                                      $
                                                      807,867
                                                      
                                                      
                                                      $
                                                      81,978ReceivablesTrade,
      net of allowance for doubtful accounts
                                                      
                                                      
                                                      2,799,272
                                                      
                                                      
                                                      
                                                      380,993Officers
                                                      
                                                      
                                                      94,276
                                                      
                                                      
                                                      
                                                      109,876Value
      Added Taxes from foreign governments
                                                      
                                                      
                                                      52,946
                                                      
                                                      
                                                      
                                                      71,783Current
      portion of software development costs
                                                      
                                                      
                                                      10,480,385
                                                      
                                                      
                                                      
                                                      5,179,976Inventory
      finished product
                                                      
                                                      
                                                      463,612
                                                      
                                                      
                                                      
                                                      812,020Intellectual
      property licenses
                                                      
                                                      
                                                      1,905,967
                                                      
                                                      
                                                      
                                                      1,905,947Prepaid
      expenses and other receivables
                                                      
                                                      
                                                      2,161,692
                                                      
                                                      
                                                      
                                                      560,765Total
      current assets
                                                      
                                                      
                                                      18,766,017
                                                      
                                                      
                                                      
                                                      9,103,338Property
      and equipment, net of accumulated depreciation
                                                      
                                                      
                                                      1,260,932
                                                      
                                                      
                                                      
                                                      1,226,134Other
      assetsSoftware
      development costs, net of current portion
                                                      
                                                      
                                                      2,269,368
                                                      
                                                      
                                                      
                                                      3,401,058Restricted
      cash
                                                      
                                                      
                                                      212,115
                                                      
                                                      
                                                      
                                                      210,000Total
      other assets
                                                      
                                                      
                                                      2,481,483
                                                      
                                                      
                                                      
                                                      3,611,058Total
      Assets
                                                      
                                                      $
                                                      22,508,432
                                                      
                                                      
                                                      $
                                                      13,940,530LIABILITIES AND SHAREHOLDERS'
      DEFICITCurrent
      LiabilitesAccounts
      and notes payableAccounts
      payable
                                                      
                                                      $
                                                      7,777,753
                                                      
                                                      
                                                      $
                                                      5,453,262Other
      current liabilitiesCurrent
      maturities of long-term debt
                                                      
                                                      
                                                      4,342,423
                                                      
                                                      
                                                      
                                                      3,342,000Accrued
      liabilities
                                                      
                                                      
                                                      1,854,343
                                                      
                                                      
                                                      
                                                      1,896,466Deferred
      revenues
                                                      
                                                      
                                                      270,104
                                                      
                                                      
                                                      
                                                      -indebtedness
      to related party
                                                      
                                                      
                                                      13,448,091
                                                      
                                                      
                                                      
                                                      3,794,000Total
      current liabilities
                                                      
                                                      
                                                      27,692,714
                                                      
                                                      
                                                      
                                                      14,485,728Long-term
      debt, less current maturities
                                                      
                                                      
                                                      976,009
                                                      
                                                      
                                                      
                                                      2,146,338Total
      Liabilities
                                                      
                                                      
                                                      28,668,723
                                                      
                                                      
                                                      
                                                      16,632,066Shareholders'
      EquityPreferred
      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.  47,139,635 and 46,391,275 shares issued
                                                        and outstanding, respectively
                                                      
                                                      
                                                      47,139
                                                      
                                                      
                                                      
                                                      46,392Additional
      paid-in capital
                                                      
                                                      
                                                      61,433,288
                                                      
                                                      
                                                      
                                                      61,229,130Deferred
      Compensation-Employee Stock Options
                                                      
                                                      
                                                      660,549
                                                      
                                                      
                                                      
                                                      580,572Accumulated
      other comprehensive loss
                                                      
                                                      
                                                      (4,319,778
                                                      )
                                                      
                                                      
                                                      (3,955,083
                                                      )Accumulated
      deficit
                                                      
                                                      
                                                      (63,560,422
                                                      )
                                                      
                                                      
                                                      (60,220,690
                                                      )Total
      Shareholders' Equity of the Company
                                                      
                                                      
                                                      (5,739,224
                                                      )
                                                      
                                                      
                                                      (2,319,679
                                                      )Non
      Controlling interest
                                                      
                                                      
                                                      (421,067
                                                      )
                                                      
                                                      
                                                      (371,857
                                                      )Total
      Equity
                                                      
                                                      
                                                      (6,160,291
                                                      )
                                                      
                                                      
                                                      (2,691,536
                                                      )Total
      Liabilities and Shareholders' Equity
                                                      
                                                      $
                                                      22,508,432
                                                      
                                                      
                                                      $
                                                      13,940,530
 See
accompanying notes to unaudited condensed consolidated financial
statements
  -
3 -
   PLAYLOGIC
      ENTERTAINMENT INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSunaudited
                                      
                                      
                                      unauditedThree
      months ended June 30,
                                      
                                      
                                      Six
      months ended June 30,2009
                                      
                                      
                                      2008
                                      
                                      
                                      2009
                                      
                                      
                                      2008Net
      revenuesSales,
      net of returns and allowances
                                      
                                      $
                                      3,465,477
                                      
                                      
                                      $
                                      4,318,432
                                      
                                      
                                      $
                                      4,682,300
                                      
                                      
                                      $
                                      8,350,112Cost
      of salesDirect
      costs and license fees
                                      
                                      
                                      (1,312,957
                                      )
                                      
                                      
                                      (1,179,682
                                      )
                                      
                                      
                                      (1,991,185
                                      )
                                      
                                      
                                      (2,250,242
                                      )Amortisation
      of software development costs
                                      
                                      
                                      (857,482
                                      )
                                      
                                      
                                      (977,097
                                      )
                                      
                                      
                                      (986,591
                                      )
                                      
                                      
                                      (1,722,790
                                      )(2,170,439
                                      )
                                      
                                      
                                      (2,156,779
                                      )
                                      
                                      
                                      (2,977,776
                                      )
                                      
                                      
                                      (3,973,032
                                      )Gross
      profit
                                      
                                      
                                      1,295,038
                                      
                                      
                                      
                                      2,161,653
                                      
                                      
                                      
                                      1,704,524
                                      
                                      
                                      
                                      4,377,080Operating
      expensesResearch
      and development
                                      
                                      
                                      54,800
                                      
                                      
                                      
                                      111,550
                                      
                                      
                                      
                                      96,744
                                      
                                      
                                      
                                      175,442Selling
      and marketing
                                      
                                      
                                      612,697
                                      
                                      
                                      
                                      221,539
                                      
                                      
                                      
                                      943,426
                                      
                                      
                                      
                                      407,186General
      and administrative
                                      
                                      
                                      1,787,997
                                      
                                      
                                      
                                      1,294,359
                                      
                                      
                                      
                                      3,183,758
                                      
                                      
                                      
                                      2,439,718Depreciation
                                      
                                      
                                      132,035
                                      
                                      
                                      
                                      79,585
                                      
                                      
                                      
                                      207,470
                                      
                                      
                                      
                                      156,405Total
      operating expenses
                                      
                                      
                                      2,587,529
                                      
                                      
                                      
                                      1,707,033
                                      
                                      
                                      
                                      4,431,398
                                      
                                      
                                      
                                      3,178,751Profit/(loss)
      from operations
                                      
                                      
                                      (1,292,491
                                      )
                                      
                                      
                                      454,620
                                      
                                      
                                      
                                      (2,726,874
                                      )
                                      
                                      
                                      1,198,329Other
      income/(expense)Interest
      expense
                                      
                                      
                                      (397,232
                                      )
                                      
                                      
                                      (108,803
                                      )
                                      
                                      
                                      (701,146
                                      )
                                      
                                      
                                      (166,718
                                      )Realized
      and unrealized exchange profit
                                      
                                      
                                      51,117
                                      
                                      
                                      
                                      (1,760
                                      )
                                      
                                      
                                      39,078
                                      
                                      
                                      
                                      9,194Profit
      before provision for income taxes
                                      
                                      
                                      (1,638,606
                                      )
                                      
                                      
                                      344,057
                                      
                                      
                                      
                                      (3,388,942
                                      )
                                      
                                      
                                      1,040,805Provision
      for Income Taxes
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Net
      Profit/(loss)
                                      
                                      
                                      (1,638,606
                                      )
                                      
                                      
                                      344,057
                                      
                                      
                                      
                                      (3,388,942
                                      )
                                      
                                      
                                      1,040,805Net
      result attributable to the noncontrolling interest
                                      
                                      
                                      49,455
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      49,210
                                      
                                      
                                      
                                      -Net
      Profit /(loss) attributable to the Company
                                      
                                      
                                      (1,589,151
                                      )
                                      
                                      
                                      344,057
                                      
                                      
                                      
                                      (3,339,732
                                      )
                                      
                                      
                                      1,040,805Net
      profit per weighted-average share of common stock outstanding, computed on
      Net Profit-
      basic and fully diluted
                                      
                                      
                                      (0.03
                                      )
                                      
                                      
                                      0.01
                                      
                                      
                                      
                                      (0.07
                                      )
                                      
                                      
                                      0.03Weighted-average
      number of shares of common stock outstanding-
      basic and fully diluted
                                      
                                      
                                      47,139,635
                                      
                                      
                                      
                                      41,546,874
                                      
                                      
                                      
                                      46,985,582
                                      
                                      
                                      
                                      40,096,325
   See accompanying notes to unaudited condensed
consolidated financial statements
  -
4 -
    
 PLAYLOGIC
      ENTERTAINMENT, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                unauditedAdditional
                              
                              
                              
                              
                              
                              
                              
                              
                              Accumulated
      Other Comprehensive Loss
                              
                              
                              40%
      non controllingCommon stock
                              
                              
                              Paid-in
                              
                              
                              Deferred
      Compensation
                              
                              
                              Accumulated
                              
                              
                              interest
      inShares
                              
                              
                              Par
      Value
                              
                              
                              Capital
                              
                              
                              deficit
                              
                              
                              PlayV
      Ltd
                              
                              
                              TotalBalances
      at December 31, 2008
                              
                              
                              46,391,275
                              
                              
                              
                              46,391
                              
                              
                              
                              61,229,130
                              
                              
                              
                              580,572
                              
                              
                              
                              (60,220,690
                              )
                              
                              
                              (3,955,083
                              )
                              
                              (371.857
                              )
                              
                              
                              (2,691,536
                              )Non
      Controlling interest in Joint-Venture
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (49,210
                              )
                              
                              
                              (49,210
                              )Common
      stock issued for cash
                              
                              
                              643,360
                              
                              
                              
                              643
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              643Common
      stock issued for services
                              
                              
                              105,000
                              
                              
                              
                              105
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              105Capital
      contributed to support operations
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              50,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              50,000Issuing
      costs
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              -Stock
      options issued pursuant to Employee Compensation Plan
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              79,977
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              79,977Discount
      on debt
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              154,158
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              154,158Change
      in currency translation adjustment
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (364,695
                              )
                              
                              
                              
                              
                              
                              
                              (364,695
                              )Net
      result for the year
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (3,339,732
                              )
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (3,339,732
                              )Balances
      at June 30, 2009
                              
                              
                              47,139,635
                              
                              
                              $
                              47,139
                              
                              
                              $
                              61,433,288
                              
                              
                              $
                              660,549
                              
                              
                              $
                              (63,560,422
                              )
                              
                              $
                              (4,319,778
                              )
                              
                              $
                              (421,067
                              )
                              
                              $
                              (6,160,291
                              )
  See
accompanying notes to unaudited condensed consolidated financial
statements
  -
5 -
 
  PLAYLOGIC
      ENTERTAINMENT, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWSunaudited6
      months ended June 30,2009
                                                            
                                                            
                                                            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Profit / (Loss)
                                                            
                                                            $
                                                            (3,339,732
                                                            )
                                                            
                                                            $
                                                            1,040,805Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
                                                            
                                                            
                                                            207,470
                                                            
                                                            
                                                            
                                                            156,406Amortization
      of software development
                                                            
                                                            
                                                            986,591
                                                            
                                                            
                                                            
                                                            1,557,308Bad
      debt expense
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            20,098Expense
      charges for stock options
                                                            
                                                            
                                                            79,977
                                                            
                                                            
                                                            
                                                            106,678Management
      fees contributed as capital
                                                            
                                                            
                                                            50,000
                                                            
                                                            
                                                            
                                                            50,000Non-cash
      interest charge on warrants
                                                            
                                                            
                                                            194,244
                                                            
                                                            
                                                            
                                                            49,000Cash
      paid for software development
                                                            
                                                            
                                                            (5,049,747
                                                            )
                                                            
                                                            
                                                            (4,539,834
                                                            )(Increase)/
      Decrease in cash attributable to changes in operating assets and
      liabilitiesRestricted
      cash
                                                            
                                                            
                                                            (4,287
                                                            )
                                                            
                                                            
                                                            (230,195
                                                            )Accounts
      receivable - trade and other
                                                            
                                                            
                                                            (2,323,292
                                                            )
                                                            
                                                            
                                                            (2,795,474
                                                            )Inventory
      finished product
                                                            
                                                            
                                                            417,116
                                                            
                                                            
                                                            
                                                            -Prepaid
      expenses and other
                                                            
                                                            
                                                            (1,526,774
                                                            )
                                                            
                                                            
                                                            (859,052
                                                            )Increase
      / (Decrease) inDeferred
      revenues
                                                            
                                                            
                                                            261,818
                                                            
                                                            
                                                            
                                                            (154,921
                                                            )Accounts
      payable - trade
                                                            
                                                            
                                                            1,672,381
                                                            
                                                            
                                                            
                                                            (32,858
                                                            )Payroll
      taxes payable
                                                            
                                                            
                                                            267,480
                                                            
                                                            
                                                            
                                                            (856,788
                                                            )Other
      current liabilities
                                                            
                                                            
                                                            (88,446
                                                            )
                                                            
                                                            
                                                            (124,589
                                                            )Net
      cash used in operating activities
                                                            
                                                            
                                                            (8,195,201
                                                            )
                                                            
                                                            
                                                            (6,613,416
                                                            )CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid to acquire property and equipment
                                                            
                                                            
                                                            (236,279
                                                            )
                                                            
                                                            
                                                            (731,215
                                                            )Net
      cash used in investing activities
                                                            
                                                            
                                                            (236,279
                                                            )
                                                            
                                                            
                                                            (731,215
                                                            )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on bank line of credit
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (1,100,385
                                                            )Principal
      payments on long-term debt
                                                            
                                                            
                                                            (236,938
                                                            )
                                                            
                                                            
                                                            (23,019
                                                            )Cash
      received from shareholder loans
                                                            
                                                            
                                                            9,352,493
                                                            
                                                            
                                                            
                                                            4,987,450Cash
      repaid on short term notes
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (3,107,834
                                                            )Cash
      received from shareholder long term loan
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            4,000,000Proceeds
      from sales of common stock
                                                            
                                                            
                                                            643
                                                            
                                                            
                                                            
                                                            5,077,000Net
      cash provided by financing activities
                                                            
                                                            
                                                            9,116,198
                                                            
                                                            
                                                            
                                                            9,833,212Effect
      of foreign exchange on cash
                                                            
                                                            
                                                            41,170
                                                            
                                                            
                                                            
                                                            135,282Increase/(Decrease)
      in Cash
                                                            
                                                            
                                                            725,888
                                                            
                                                            
                                                            
                                                            2,623,863Cash
      at beginning of period
                                                            
                                                            
                                                            81,978
                                                            
                                                            
                                                            
                                                            349,464Cash
      at end of period
                                                            
                                                            
                                                            807,867
                                                            
                                                            
                                                            
                                                            2,973,327Supplemental
      disclosures of interest and income taxes paidInterest
      paid during the period
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Income
      taxes paid (refunded)
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
 
 See
accompanying notes to unaudited condensed consolidated financial
statements
  -
6 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 NOTE
A – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
presentation
 The
accompanying condensed consolidated balance sheet as of December 31, 2008 has
been derived from audited financial statements and the accompanying unaudited
condensed consolidated financial statements for the three and six months ended
June 30, 2009 and 2008 have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) for
interim financial information and the instructions to Form 10-Q and Rule 10-01
of Regulation S-X.  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 unaudited condensed consolidated 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-K for the
year ended December 31, 2008.
 
 The
results of operations for the three and six months ended June 30, 2009 and 2008
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.
 
 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 for 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 worldwide.
 
 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
 
 Going
concern
 The
accompanying condensed consolidated financial statements have been prepared
assuming the Company will continue as a going concern. At June 30, 2009, the
Company had an accumulated deficit of approximately $63.5 million.  During
the six months ended June 30, 2009, the Company incurred a net loss of $3.3
million and negative operating cash flows of approximately $8.0 million. These
circumstances raise uncertainties about the Company’s ability to continue as a
going concern.
 
 While the
Company has contracts in place with several third-party developers and is
developing titles through its Playlogic Game Factory B.V. subsidiary, and
anticipates successful debuts of such titles; the market for interactive
entertainment software is characterized by short product lifecycles and frequent
introduction of new products. Many software titles do not achieve sustained
market acceptance or do not generate a sufficient level of sales to offset the
costs associated with product development. A significant percentage of the sales
of new titles generally occur within the first three to six months following
their release. Therefore, the Company’s profitability depends upon the Company’s
ability to develop and sell new, commercially successful titles and to replace
revenues from titles in the later stages of their lifecycles. Any competitive,
financial, technological or other factor which delays or impairs the Company’s
ability to introduce and sell the Company’s software could adversely affect
future operating results.
  -
7 -
   
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 The
Company’s continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis and its ability to raise debt and/or equity financing.
 
 The
Company anticipates future sales of equity securities to raise working capital
to support and preserve the integrity of the corporate entity. However, there is
no assurance that the Company will be able to obtain additional funding through
the sales of additional equity securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the
Company.
 
 If no
additional operating capital is received during the next twelve months, the
Company will be forced to rely on existing cash in the bank and upon additional
funds loaned by management and/or significant stockholders to preserve the
integrity of the corporate entity at this time.  In the event, the
Company is unable to acquire advances from management and/or significant
stockholders, the Company’s ongoing operations would be negatively impacted to
the point that all operating activities are ceased.
 
 While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach the Company’s goals have been
made, there is no guarantee that the Company will receive sufficient funding to
sustain operations or implement any future business plan steps.
 
 No
adjustment has been made in the accompanying financial statements to the amounts
and classification of assets and liabilities which could result should the
Company be unable to continue as a going concern.
 
 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), its
wholly-owned subsidiary Playlogic Game Factory B.V. (a corporation domiciled in
The Netherlands). Furthermore, we have 60% controlling interest in a
joint-venture founded in the United Kingdom.  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.
  Reclassifications
 Certain
prior year amounts have been reclassified to conform to current year
presentation.
 
 Currency
translation
 The
accompanying unaudited condensed 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.
  -
8 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 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
      rateAssets
                              
                              Balance
      sheet date *Liabilities
                              
                              Balance
      sheet date *Equity
                              
                              HistoricalRevenues
                              
                              Annual
      average**Expenses
                              
                              Annual
      average**Gains
                              
                              Annual
      average**Losses
                              
                              Annual
      average**
 ____________
  * $1.4141
and $ 1.4000 at June 30, 2009 and December 31, 2008, respectively.
 **
Average for the 6 months ended June 30, 2009 was $1.3377
 Average for the 6 months ended June 30, 2008 was $1.5346
  Earnings/(Loss) Per
Share .
 Basic
earnings/(loss) per common share is computed by dividing net income(loss) by the
weighted-average number of shares of common stock outstanding for the period.
Basic earnings per share excludes the impact of unvested shares of restricted
stock issued under the Company’s incentive stock compensation
plan.  Diluted earnings per share reflects the potential impact of
common stock options and unvested shares of restricted stock issued under the
Company’s incentive stock compensation plan, and outstanding common stock
purchase warrants. Diluted and basic earnings per share for the three and six
months ended June 30, 2009 and 2008 are the same because the impact of shares
issuable under the incentive stock compensation plan and common stock purchase
warrants is anti-dilutive after applying the treasury stock method, as is
required by SFAS 128 Earnings
per Share .
 
 Recently Issued Accounting
Pronouncements
 In 2008,
the Securities and Exchange Commission (the “SEC”) adopted rule amendments that
replace the category of “Small Business Issuers” with a broader category of
“Smaller Reporting Companies.” Under these rules, a “Smaller Reporting Company”
is a company with a public float less than $75,000,000 (measured at end of
June). Companies that meet this definition are able to elect “scaled disclosure
standards” on an item-by-item or “a-la-carte” basis. With this change, the SEC
has streamlined and simplified reporting for many companies, and has not added
any significant disclosure requirements.
 
 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
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.
  -
9 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 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.
  In May,
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles", ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). SFAS No. 162 will be effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board's
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles". The FASB has stated that it does not
expect SFAS No. 162 will result in a change in current practice. The application
of SFAS No. 162 will have no effect on the Company's financial position, results
of operations or cash flows.
 
 Also in
May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.
 
 In May
2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments
that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)"
("FSP APB 14-1"). FSP APB 14-1 applies to convertible  debt securities
that, upon conversion, may be settled by the issuer fully or partially in cash.
FSP APB 14-1 specifies that issuers of such instruments should separately
account for the liability and equity components in a manner that will reflect
the entity's nonconvertible debt borrowing rate when interest cost is recognized
in subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years after December 15, 2008, and must be applied on a retrospective
basis. Early adoption is not permitted. The adoption of this statement is not
expected to have a material effect on the Company's future financial position or
results of operations.
 
 In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share
calculation.
 
 In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an
Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5
provides that an entity should use a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. EITF 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early application is not permitted. The
Company is assessing the potential impact of this EITF 07-5 on the financial
condition and results of operations.
  -
10 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 NOTE
B - SOFTWARE DEVELOPMENT COSTS
  The
following table provides the details of software development costs as of June
30, 2009 and for the year ended December 31, 2008:
 
 June
      30, 2009
                            unaudited
                          
                          
                          December
      31, 2008 (derived from
                            audited
                            statements)Beginning
      balance
                          
                          $
                          8,581,034
                          
                          
                          $
                          7,285,353Additions
                          
                          
                          5,186,536
                          
                          
                          
                          8,032,83213,767,570
                          
                          
                          
                          15,318,185Less:
      Amortization
                          
                          
                          (1,017,817
                          )
                          
                          
                          (2,237,151
                          )Less:
      Impairment charge
                          
                          
                          0
                          
                          
                          
                          (4,500,000
                          )(1,017,817
                          )
                          
                          
                          (6,737,151
                          )Total
      software development costs
                          
                          
                          12,749,753
                          
                          
                          
                          8,581,034Less:
      current portion
                          
                          
                          (10,480,385
                          )
                          
                          
                          (5,179,976
                          )Non-current
      portion
                          
                          $
                          2,269,368
                          
                          
                          
                          3,401,058
  The
amount of software development costs resulting from advance payments and
guarantees to third-party developers was approximately $8.1 million at June 30,
2009. In addition, software development costs at June 30, 2009 included an
amount of $9.7 million related to titles that have not been released
yet.
  The
non-current portion of the capitalized software development costs is expected to
be amortized starting Q3 2010 and further.
   NOTE
C – RELATED PARTY TRANSACTIONS
 
 Common stock
 On
February 10, 2009, the Company sold 200,185 shares of its common stock to an
accredited investor based in the Netherlands at nominal value of $0.001 per
share or gross proceeds of $200, pursuant to the terms of a subscription
agreement dated February 10, 2009.
  On
February 10, 2009, the Company sold 61,000 shares of its common stock to an
accredited investor based in the Netherlands at nominal value of $0.001 per
share or gross proceeds of $61, pursuant to the terms of a subscription
agreement dated February 10, 2009.
  On
February 13, 2009, the Company sold 30,000 shares of its common stock to an
accredited investor based in the Netherlands at nominal value of $0.001 per
share or gross proceeds of $30, pursuant to the terms of a subscription
agreement dated February 13, 2009.
 
 On June
1, 2009, the Company issued 105,000 shares of its common stock for services
provided by the PR and Marketing company the Company hired. This PR and
Marketing company is based in the United States. The shares have a par value of
$0.001 per share.
 
 Stock option
plan
 On
January 23, 2009, the Board of Directors has agreed to grant 1,322,500 options
to key employees. This grant is in accordance with the 2006 approved Employee
Stock Option Plan. The options have an exercise price of $0.60 per share. These
options vest ratably over three years and will expire in 4 years.  The
fair value of the options totaled $47,610 or $0.04 per share, of which $6,000
was recorded during the six months ended June 30, 2009. The stock price on
the day of grant amounted to $0.25.
  -
11 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 The fair
value of options granted was estimated at the grant date using the Black-Scholes
option-pricing model.  The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options, which do not
have vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions, including
the expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.  The following table summarizes the
assumptions and variables used to compute the weighted average fair value of
stock option grants:
 
 Risk-free
      interest rate
                    1.3%Dividend
      yield
                    0%Volatility
      factor
                    47.5%Weighted-average
      expected life
                    4
      Years
 
 Loans from
shareholders
 On
January 23, 2009, the Company entered into two bridge loan agreements with two
principal shareholders based in the Netherlands, pursuant to which the Company
borrowed a principal amount of €1,500,000 (€750,000 each) or $ 2,000,000
($1,000,000 each)).  These loans bear an interest of 10% per annum and
will be paid on a monthly basis. The principle amounts have to be repaid on
December 31, 2009. Under this loan agreement, the Company pledged as a
collateral all Intellectual Property owned by the Company. Concurrent with these
loan agreements, the Company issued to these shareholders warrants to purchase
1,500,000 (750,000 each) shares of the Company’s common stock at an exercise
price of $0.50 per share. The warrants may be exercised starting January 23,
2009 and expire on January 22, 2013.
 
 In
accordance with APB 14, we allocated the debt proceeds between the debt and
detachable stock purchase warrants based on relative fair values. We have
recognized a discount of the debt amounting to $6,591 which will be amortized
over the term of the loan. During the 6 months ended June 30, 2009, $3,000 was
amortized as interest expense in the accompanying consolidated financial
statements.
 
 On March
16, 2009, the Company entered into two bridge loan agreements with two principal
shareholders based in the Netherlands, pursuant to which the Company borrowed a
principal amount of €250,000 (€125,000 each) or $ 333,000 ($166,500
each).  These loans bear an interest of 10% per annum and will be paid
on a monthly basis. The principle amount was initially to be repaid before the
end of June 2009. As of July 31, 2009 this loan agreement has been renewed and
the repayment date has been extended to September 1, 2009. Under this loan
agreement, the Company pledged as a collateral all Intellectual Property and
receivables owned by the Company. Concurrent with these loan agreements, the
Company issued to these shareholders warrants to purchase 318,182 (159,091 each)
shares of the Company’s common stock at an exercise price of $0.40 per share.
The warrants may be exercised starting July 31, 2009 and expire on July 31,
2013. Upon exercise, the warrants will be settled cashless.
 In
accordance with the contracts, the Company needs to issue additional 318,182
(159,091 each) cashless warrants at the same conditions when the Company has not
repaid the principle amount to the loan provider on or before September 1,
2009.
  On June
12, 2009, the Company entered into two bridge loan agreements with two principal
shareholders based in the Netherlands, pursuant to which the Company borrowed a
principal amount of €3,900,000 (€1,950,000 each) or $ 5,500,000 ($2,750,000
each)).  These loans bear an interest of 10% per annum and will be
paid on a monthly basis. The principle amounts have to be repaid on September 1,
2009. Under this loan agreement, the Company pledged as collateral all
Intellectual Property and accounts receivable owned by the Company. Concurrent
with these loan agreements, the Company issued to these shareholders warrants to
purchase 4,963,636 (2,481,818 each) shares of the Company’s common stock at an
exercise price of $0.40 per share. The warrants may be exercised starting April
7, 2009 and expire on April 7, 2013. Upon exercise, the warrants will be settled
cashless.
 In
accordance with the contracts,  the Company needs to issue an
additional 4,963,636 cashless warrants at the same conditions if the Company has
not repaid the principle amount to the loan provider on or before September 1,
2009.
 
 In
accordance with APB 14, we allocated the debt proceeds between the debt and
detachable stock purchase warrants based on relative fair values. We have
recognized a discount of the debt amounting to approximately $155,000 which will
be amortized over the term of the loan. During the 6 months ended June 30, 2009,
$77,000 was amortized as interest expense in the accompanying consolidated
financial statements
 
 The total
amount of bridge loans outstanding as of June 30, 2009 amounts to €9,500,000 (or
$13,448,000). An amount €6,800,000 of this total has been received during the
first six months of 2009.  The total number of warrants issued in
connection with these 2009 loans is 8,245,455. The warrants all have a four year
term and have exercise prices of $0.40 and $0.50.
  -
12 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 On July
17, 2009, the Company entered into two bridge loan agreements with two principal
shareholders based in the Netherlands, pursuant to which the Company borrowed a
principal amount of €1,800,000 (€900,000 each) or $ 2,538,000 ($1,269,000
each)).  These loans bear an interest of 10% per annum and will be
paid on a monthly basis. The principle amounts have to be repaid on September 1,
2009. Under this loan agreement, the Company pledged as collateral all
Intellectual Property and accounts receivable owned by the Company. Concurrent
with these loan agreements, the Company issued to these shareholders warrants to
purchase 2,290,909 (1,145,455 each) shares of the Company’s common stock at an
exercise price of $0.40 per share. The warrants may be exercised starting July
17, 2009 and expire on July 17, 2013. Upon exercise, the warrants will be
settled cashless.  A total of €1,150,000 (or $1,612,000) of this loan
agreement was already received in June and is therefore included in the balance
sheet under “indebtedness to related party”
 In
accordance with the contracts,  the Company needs to issue an
additional 2,290,909 cashless warrants at the same conditions if the Company has
not repaid the principle amount to the loan provider on or before September 1,
2009.
  Contributed
capital
 
 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.
  Receivables due from
officers
 
 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 housekeeping and cleaning services
provided by Altaville to the Company an annual aggregate amount of approximately
$50,000 which is paid in 4 quarterly installments.
 
  NOTE D
- COMMITMENTS AND CONTINGENCIES
  Litigation
  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 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 $390,000 (€ 291,500) for the offices and
$28,000 (€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 have started in January 2009. The Company has accrued for
the rent free period and will release the accrual over the term of the
lease.
  Our
wholly-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 $400,000 (€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 $400,000 (€300,000) per year, payable
in quarterly installments.
  -
13 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 Future
minimum non-cancelable lease payments on the above leases for office space are
as follows:
 
 June
      30,2009
                          
                          $
                          409,0002010
                          
                          
                          818,0002011
                          
                          
                          818,0002011
                          
                          
                          818,0002013
                          
                          
                          435,000Thereafter
                          
                          
                          -Total
                          
                          $
                          3,298,000
 
 Transportation
leases
 The
Company leases 12 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 $13,000.
 
 Future
minimum non-cancelable lease payments on the above transportation leases are as
follows:
  June 30,2009
                                  
                                  $
                                  29,0002010
                                  
                                  
                                  48,0002011
                                  
                                  
                                  34,0002012
                                  
                                  
                                  -2013
                                  
                                  
                                  -Thereafter
                                  
                                  
                                  -Total
                                  
                                  $
                                  111,000
  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 $2.0 million through completion.
  -
14 -
  
 PLAYLOGIC
ENTERTAINMENT, INC. AND SUBSIDIARIES
 CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 
 NOTE E
- SEGMENT INFORMATION AND REVENUE CONCENTRATIONS
 
 The
Company sells its products to wholesale distributors in various domestic and
foreign markets. The following table shows the Company’s gross revenue
composition:
  For
      the Six months ended June 30,2009
                                                    
                                                    
                                                    2008Europe and United KingdomCustomer
      A
                                                    
                                                    964,270
                                                    20.6%
                                                    
                                                    2,117,511
                                                    25.4%Customer
      B
                                                    
                                                    42,355
                                                    0.9%
                                                    
                                                    599,642
                                                    7.2%Customer
      C
                                                    
                                                    951,486
                                                    20.3%
                                                    
                                                    1,354,465
                                                    16.2%Customer
      D
                                                    
                                                    228,975
                                                    4.9%
                                                    
                                                    440,823
                                                    5.3%Customer
      E
                                                    
                                                    40,748
                                                    0.9%
                                                    
                                                    1,416,842
                                                    17.0%Others
                                                    
                                                    666,528
                                                    14.2%
                                                    
                                                    1,673,494
                                                    20.0%2,894,362
                                                    61.8%
                                                    
                                                    7,602,777
                                                    91.1%AsiaOthers
                                                    
                                                    0
                                                    0.0%
                                                    
                                                    32,970
                                                    0.4%0
                                                    0.0%
                                                    
                                                    32,970
                                                    0.4%United States & CanadaCustomer
      F
                                                    
                                                    0
                                                    0.0%
                                                    
                                                    714,365
                                                    8.6%Customer
      G
                                                    
                                                    1,703,625
                                                    36.4%
                                                    
                                                    
                                                    0.0%others
                                                    
                                                    84,313
                                                    1.8%
                                                    
                                                    
                                                    0.0%1,787,938
                                                    38.2%
                                                    
                                                    714,365
                                                    8.6%Total
                                                    
                                                    4,682,300
                                                    100.0%
                                                    
                                                    8,350,112
                                                    100.0%
 
 
 NOTE F
– SUBSEQUENT EVENTS
 
 On July
30, 2009, the Company renewed the terms of six bridge loans that were in
default.
 
 Two bridge loans with a total principle
amount of €800,000 (€400,000 each), initially signed on November 7, 2008, had a
repayment date of April 1, 2009. As the Company is in default the Company agreed
to renew the contract and change the repayment date to September 1, 2009.Under this loan agreement,
the Company pledged as collateral all Intellectual Property and accounts
receivable owned by the Company. Concurrent with these loan agreements, the
Company issued to these shareholders warrants to purchase 500,000 (250,000 each)
shares of the Company’s common stock at an exercise price of $0.40 per share.
The warrants have a cashless exercise and have a 4 year
term.
 
 Two bridge loans with a total principle
amount of €1,200,000 (€600,000 each), initially signed on December 11, 2008, had
a repayment date of May 1, 2009. As the Company is in default the Company agreed
to renew the contract and change the repayment date to April 1, 2010.
Under this loan agreement, the
Company pledged as collateral all Intellectual Property and accounts receivable
owned by the Company. Concurrent with these loan agreements, the Company issued
to these shareholders warrants to purchase 700,000 (350,000 each) shares of the
Company’s common stock at an exercise price of $0.40 per share. The warrants
have a cashless exercise and have a 4 year term.
 
 Two
bridge loans with a total principle amount of €250,000 (€125,000 each),
initially signed on March 16, 2009, had a repayment date of June 30, 2009. As
the Company is in default the Company agreed to renew the contract and change
the repayment date to September 1, 2009.Under this loan agreement,
the Company pledged as collateral all Intellectual Property and accounts
receivable owned by the Company.  Concurrent with these loan
agreements, the Company issued to these shareholders warrants to purchase
318,182 (159,091 each) shares of the Company’s common stock at an exercise price
of $0.40 per share. The warrants may be exercised starting July 31, 2009 and
expire on July 31, 2013. Upon exercise, the warrants will be settled
cashless.
 In
accordance with the contracts, the Company needs to issue an additional 318,182
(159,091 each) cashless warrants at the same conditions if the Company has not
repaid the principle amount to the loan provider on or before September 1,
2009.
  -
15 -
   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.
  -
16 -
   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 22.5 million units so far. As of September 30, 2008, Sony has
shipped approximately 16.7 million Playstation 3 units
worldwide. Nintendo’s next generation console, called ‘Wii’ has sold more
than 36 million units so far.
 
 Nintendo
Dual Screens (‘Nintendo DS’) and PlayStation Portable (‘PSP’) were both
successfully introduced to the market. The sales volume of the Nintendo DS
reached 85.3 million units by September 30, 2008, and PSP reached the sales
volume of 39.8 million units sold.
 
 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.
 
  -
17 -
   
 (Expected)
      ReleaseGame
                            
                            Studio
                            
                            Platform
                            
                            date
      to retailCompleted
      GamesAlpha
      Black Zero
                            
                            Khaeon
      (NL)
                            
                            PC
                            
                            ReleasedAirborne
      Troops
                            
                            Widescreen
      Games (F)
                            
                            PS2,
      PC
                            
                            ReleasedCyclone
      Circus
                            
                            Playlogic
      Game Factory (NL)
                            
                            PS2
                            
                            ReleasedXyanide
                            
                            Overloaded
      (NL)
                            
                            Mobile
      Phones
                            
                            ReleasedWorld
      Racing 2
                            
                            Synetic
      (G)
                            
                            PS2,
      Xbox, PC
                            
                            ReleasedKnights
      of the Temple 2
                            
                            Cauldron
      (SK)
                            
                            PS2,
      Xbox, PC
                            
                            ReleasedGene
      Troopers
                            
                            Cauldron
      (SK)
                            
                            PS2,
      Xbox, PC
                            
                            ReleasedXyanide
                            
                            Playlogic
      Game Factory (NL)
                            
                            Xbox
                            
                            Released
      (1)Age
      of Pirates: Caribbean Tales
                            
                            Akella
      (Russia)
                            
                            PC
                            
                            Released
      Q3 2006Infernal
                            
                            Metropolis
      (Poland)
                            
                            PC
                            
                            Released
      Q1 2007Ancient
      Wars: Sparta
                            
                            World
      Forge (Russia)
                            
                            PC
                            
                            Released
      Q2 2007Xyanide
      Resurrection
                            
                            Playlogic
      Game Factory (NL)
                            
                            PSP
                            
                            Released
      Q3 2007Evil
      Days Of Luckless John
                            
                            3A
      Entertainment (Great Britain)
                            
                            PC
                            
                            Released
      Q3 2007Xyanide:
      Resurrection
                            
                            Playlogic
      Game Factory (NL)
                            
                            PS2
                            
                            Released
      Q3 2007Obscure
      2
                            
                            Hydravision
      (F)
                            
                            PC
                            
                            Released
      Q3 2007Obscure
      2
                            
                            Hydravision
      (F)
                            
                            PS2
                            
                            Released
      Q3 2007Obscure
      2
                            
                            Hydravision
      (F)
                            
                            Wii
                            
                            Released
      Q1 2008Xyanide:
      Resurrection
                            
                            Playlogic
      Game Factory (NL)
                            
                            PC
                            
                            Released
      Q1 2008Dragon
      Hunters
                            
                            Engine
      software (NL)
                            
                            DS
                            
                            Released
      Q1 2008Aggression
      1914
                            
                            Buka
      (Russia)
                            
                            PC
                            
                            Released
      Q1 2008Dimensity
                            
                            Dagger
      Studio (Bulgaria)
                            
                            PC
                            
                            Released
      Q2 2008Red
      Bull Break Dancing
                            
                            Smack
      Down Productions (F)
                            
                            DS
                            
                            Released
      Q2 2008Simon
      the Sorcerer 4
                            
                            RTL
      /Silverstyle Studio (GER)
                            
                            PC
                            
                            Released
      Q2 2008Worldshift
                            
                            RTL
      Games (Germany)
                            
                            PC
                            
                            Released
      Q2 2008Stateshift
                            
                            Engine
      Software (NL)
                            
                            PC
                            
                            Released
      Q2 2008Building
      & Co
                            
                            Electrogames
      (F)
                            
                            PC
                            
                            Released
      Q3 2008Vertigo
                            
                            Icon
      Games Entertainment Ltd (GB)
                            
                            PC,
      Wii
                            
                            Released
      Q1 2009Pool
      Hall Pro
                            
                            Icon
      Games Entertainment Ltd (GB)
                            
                            PC,  Wii
                            
                            Released
      Q1 2009Age
      of Pirates 2: City of Abandoned Ships
                            
                            Akella
      (Russia)
                            
                            PC
                            
                            Released
      Q1 2009Sudoku
      Ball Detective
                            
                            White
      Bear (NL)
                            
                            Wii/PC/DS
                            
                            Released
      Q2 2009Infernal
      returns
                            
                            Metropolis
      (Poland)
                            
                            Xbox360
                            
                            Released
      Q2 2009Under
      DevelopmentObscure
      2
                            
                            Hydravision
      (F)
                            
                            PSP
                            
                            Q3
      2009Aliens
      in the Attic
                            
                            Engine
      Software (NL)
                            
                            DS
                            
                            Q3
      2009Aliens
      in the Attic
                            
                            Revisotronic
                            
                            PC,
      PS2, Wii,
                            
                            Q3
      2009Crazy
      Garage
                            
                            White
      birds
                            
                            Wii,
      PSN, PC
                            
                            Q4
      2009The
      Strategist
                            
                            Humagade/Canada
                            
                            Wii,
      PSN, XBLA, PC
                            
                            Q4
      2009Zooloretto
                            
                            White
      Bear (NL)
                            
                            PC,
      Wii, DS
                            
                            Q4
      2009Fairytale
      Fights
                            
                            Playlogic
      Game Factory (NL)
                            
                            PS3,
      Xbox360, PC
                            
                            Q4
      2009Young
      Archeologist
                            
                            White
      birds
                            
                            Wii,
      PC
                            
                            Q1
      2010Obscure
      2
                            
                            Hydravision
      (F)
                            
                            DSi
                            
                            Q1
      2010Undisclosed
      Title
                            
                            TBA
                            
                            PS3,
      Xbox360, PC
                            
                            Q1
      2010Undisclosed
      Title
                            
                            TBA
                            
                            PS3,
      Xbox360, PC
                            
                            Q2
      2010
 _______________
 1       Released
in the US only
 *       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.
  -
18 -
   Material
agreements
 
 During
the six months ended June 30, 2009, 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-K for the
fiscal year ended December 31, 2008 (the “2008 Form 10-K”). There have been no
material changes in our existing accounting policies from the disclosures
included in our 2008 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
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.
 
 In May,
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles", ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). SFAS No. 162 will be effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board's
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles". The FASB has stated that it does not
expect SFAS No. 162 will result in a change in current practice. The application
of SFAS No. 162 will have no effect on the Company's financial position, results
of operations or cash flows.
 
 Also in
May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash
flows.
  -
19 -
  
  In May
2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments
that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)"
("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that, upon
conversion, may be settled by the issuer fully or partially in cash. FSP APB
14-1 specifies that issuers of such instruments should separately account for
the liability and equity components in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years after December 15, 2008, and must be applied on a retrospective
basis. Early adoption is not permitted. The adoption of this statement is not
expected to have a material effect on the Company's future financial position or
results of operations.
 
 In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share
calculation.
 
 In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an
Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5
provides that an entity should use a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. EITF 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early application is not permitted. The
Company is assessing the potential impact of this EITF 07-5 on the financial
condition and results of operations.
 
 Results
of Operations
  Three
and six months ended June 30, 2009 compared to three and six months ended June
30, 2008
  Net sales . Net sales for the
six months ended June 30, 2009 were $4,682,300 as compared to $8,350,112 for the
six months ended June 30, 2008. This decrease of $3,667,812 or 44% in revenue is
primarily related to the release of fewer  number of titles compared
to 2008. For the three months ended June 30 the net revenue was $3,465,477 in
2009 compared to $4,318,432 in the same period 2009. This decrease of $852,955
or 20% is mainly due to the fact that we released 3 new titles this quarter,
compared to 5 titles in 2008.
  Gross Profit . Gross profit
totaled $1,704,524 for the six months ended June 30, 2009. For the six months
ended June 30, 2008, gross profit totaled $4,377,080. This decrease in gross
margin is due to the changed portfolio. The titles released in 2009 are mainly
next gen titles on Wii, DS and Xbox 360. Sales in 2008 were mainly on PC
platform which leads to lower cost of goods. Furthermore, 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. For the three months ended
June 30 the gross profit was $1,295,038 in 2009 compared to
$2,161,653  in the same period 2008. The decrease of $866,615 or 40%
is also due to the fact described above.
 
 Selling, Marketing, General and
Administrative Expenses. Selling, marketing, general and administrative
expenses totaled $4,127,184, for the six months ended June 30, 2009. For the six
months ended June 30, 2008, selling, general and administrative expenses totaled
$2,846,904. This represents an increase of  $1,280,280 or 45%. This
increase in selling, general and administrative expenses is due to higher
spending in marketing expenses, such as trade shows, but also game by game
marketing. We presented our 2009 line up at the E3 trade show in Los
Angeles in June 2009. In the three months ended June 30, 2009 the Selling,
Marketing, General & Administrative expenses amounted to $2,400,694 compared
to $1,515,898 in 2008.  This represents an increase of $884,796
compared to prior year. This is due to the reason mentioned above.
 
 Research and Development .
Research and development expenses totaled $96,744 for the six months ended June
30, 2009. For the six months ended June 30, 2008, research and development
totaled $175,442. This represents a decrease of $78,698 or 44%. 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
2010. For the three months ended June 30, 2009, the Research and Development
expenses amounted to $54,800 compared to $111,550 in the same period 2008. This
decrease is also due to the fact that one in-house studio is focusing on the
development of a game to be released in Q1 2010. Furthermore, we are currently
finalizing the development of our in-house title Fairytale Fights, expenses
which are being capitalized..
  Depreciation . Depreciation
expenses totaled $207,470for the six months ended June 30, 2009. For the six
months ended June 30, 2008, the depreciation expense totaled $156,405. The
increase is due to new investments made due to the move of the Company’s
headquarters during 2008. Mainly investments in leasehold improvement and
furniture have been made. For the three months ended June 30, 2009 the
depreciation amounted $132,035 compared to $79,585 in the same period 2008. This
increase is due to the office move. We have invested over $700,000 in new
furniture, leasehold improvement and equipment during 2008. Depreciation has
started mid May 2008, which caused higher expenses for the
quarter.
  -
20 -
  
  Interest Expense.
 Interest expense totaled $701,146 for the six months ended June 30, 2009.
For the six months ended June 30, 2008, interest expense totaled $166,718. This
represents an increase of  $534,428. This increase in interest expense
is primarily due to the increase of interest bearing short term loans during the
year.  As of June 30, 2009 total interest bearing debt amounts to
$17.8 million. Also, the Company issued warrants in connection with these loans.
The amortization of the debt discount is recorded as interest expense. For the
three months ended June 30, 2009 the interest expense amounted to $397,232
compared to $108,803 in the same period 2008. This decrease is caused by an
increase of interest bearing short term loans.
 
 Net Result. Our net loss was
$3,339,732 for the six months ended June 30, 2009. For the six months ended June
30, 2008, the net profit totaled $1,040,805. The decrease in the net result is
due to the lower sales in the first six months of 2009 as disclosed above.
Furthermore, the need to spend more money on PR and Marketing of the products
has led to higher costs. For the three months ended June 30, 2009 the net loss
amounted to $1,589,151 compared to a profit of $344,057 in the same period 2008.
The decrease in the result is due to the decrease in revenue as well as
increased expenses in PR and Marketing as well as a lower gross margin due to
higher cost of goods due to console games as opposed to PC titles.
  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 $(364,696) for the six months ended June
30, 2009 and $58,217 for the six months ended June 30, 2008. For the three
months ended June 30, 2009 the comprehensive income amounted to $(888,849)
compared to $36,019 in the same period 2008.
  Liquidity
and Capital Resources
  As
of June 30, 2009 our cash balance was $807,867.
  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 June
30, 2009 was $2,799,272.
  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 six months ended June 30,
2009, our accumulated foreign currency translation adjustment loss was
approximately $4.3 million.
  -
21 -
   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 June 30, 2009 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
second quarter of 2009, 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.
   -
22 -
   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 2008 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-K for the year ended December 31,
2008.
  
 Item
2 - Changes in Securities.
 
 No
response required.
 
 
 Item
3 - Defaults Upon Senior Securities.
 
 No
response required.
  
 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.
   -
23 -
   
 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 14,  2009
                By:
                /s/ Willem
      M. SmitWillem
      M. Smit
                  Chief
      Executive Officer
 
  
   -
24 -
    Exhibit
Index
   Exhibits31.1
                
                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.
  - 25 -