Playlogic Entertainment (PLGC) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.          )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[  ]	Preliminary Proxy Statement
[  ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[  ]	Definitive Additional Materials
[  ]	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.

PLAYLOGIC ENTERTAINMENT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[   ]	Fee paid previously with preliminary materials.
[   ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

PLAYLOGIC ENTERTAINMENT, INC.
Concertgebouwplein 13, 1071 LL
Amsterdam, The Netherlands

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 27, 2006

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Playlogic Entertainment, Inc., a Delaware corporation (“Playlogic” or the “Company”), will be held at the Le Meridien Apollo Hotel, located at Apollolaan 2, 1077 BA Amsterdam, The Netherlands, at 10:30 am local time, on June 27, 2006 for the following purposes:

1.	To elect four directors of the Company for terms expiring at the 2007 Annual Meeting.
2.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The close of business on June 8, 2006 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

By Order of the Board of Directors,

/s/ Maarten Minderhoud
Maarten Minderhoud
Secretary

Amsterdam, The Netherlands
Dated: June 15, 2006

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD

The Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2005 and the form 10-QSB for the first quarter ended March 31, 2006 accompany this notice but is not incorporated as part of the Proxy Statement and is not to be regarded as part of the proxy solicitation materials.

TABLE OF CONTENTS

PLAYLOGIC ENTERTAINMENT, INC.
Concertgebouwplein 13, 1071 LL
Amsterdam, The Netherlands

Annual Meeting of Stockholders to be Held
on June 27, 2006

PROXY STATEMENT

     This Proxy Statement and the enclosed proxy card are furnished to stockholders in connection with the solicitation by the Board of Directors of Playlogic Entertainment, Inc., a Delaware corporation (the “Company” or “Playlogic”), of proxies for use at the 2006 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company to be held on June 27, 2006 at 10:30 am local time, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting. The Annual Meeting will be held at the Meridien Apollo Hotel, located at Apollolaan 2, 1077 BA Amsterdam, The Netherlands. The proxy solicitation materials are being mailed to stockholders on or about June 15, 2006.

     The Board of Directors has fixed June 8, 2006 (close of business) as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting. On that day, there were 24,465,733 shares of Playlogic common stock outstanding.

     A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or by proxy in order for there to be a quorum at the meeting. Stockholders of record who are present at the meeting in person or by proxy and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, will be included in the number of stockholders present at the meeting for purposes of determining whether a quorum is present.

     Each stockholder of record is entitled to one vote at the Annual Meeting for each share of common stock held by such stockholder on the Record Date. Stockholders do not have cumulative voting rights. Stockholders may vote their shares by using the form of enclosed proxy for use at the Annual Meeting. The proxy may be revoked by a stockholder at any time prior to the exercise thereof, and any stockholder present at the Annual Meeting may revoke his proxy thereat and vote in person if he or she so desires. When such proxy is properly executed and returned, the shares it represents will be voted in accordance with any instructions noted thereon. If no direction is indicated, all shares represented by valid proxies received pursuant to this solicitation (and not revoked prior to exercise) will be voted for the election of the nominees for directors named in Item 1 and for the approval of the Company’s Long Term Incentive Option Plan specified in Item 2 herein (unless authority to vote is withheld).

THE COMPANY

     Playlogic Entertainment, Inc. was incorporated in the State of Delaware in May 2001, when its name was Donar Enterprises, Inc. Initially, the Company’s plan was to engage in the business of converting and filing registration statements, periodic reports and other forms of small to mid-sized companies with the U.S. Securities and Exchange Commission electronically through EDGAR. The Company had limited operations until June 30, 2005, when it entered into a share exchange agreement with Playlogic International N.V., a corporation formed under the laws of The Netherlands that commenced business in 2002, and its stockholders. Pursuant to this agreement, the former stockholders of Playlogic International became the owners of over approximately 91% of the Company’s common stock. Playlogic International has become the Company’s wholly-owned subsidiary and represents all of our commercial operations.

     On August 2, 2005, Donar Enterprises merged with and into a wholly owned subsidiary named Playlogic Entertainment, Inc. pursuant to which Donar’s name was changed to Playlogic Entertainment, Inc. Playlogic Entertainment, Inc. was formed specifically for the purpose of effecting the name change. When the Company refers to “Playlogic Entertainment” in this Proxy Statement, it is also referring to the Company when it was known as Donar Enterprises, Inc.

Item 1

ELECTION OF DIRECTORS

General

     At the Annual Meeting, the stockholders will vote on the election of four directors, Willem M. Smit, Willy J. Simon, Erik L.A. van Emden, and George M. Calhoun. The four individuals, all of whom are members of the present Board of Directors, have been unanimously nominated for election as directors of the Company until the next annual meeting and until their respective successors are elected and qualified. The nominees have indicated that they are willing and able to serve as directors. If any of these individuals becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors.

     The persons named in the proxy, who have been designated by the Company’s management, intend, unless otherwise instructed on the proxy card, to vote for the election to the Board of Directors of the persons named below. If any nominee should become unavailable to serve, the proxy may be voted for the election of another person designated by the Board of Directors. The Board of Directors has no reason to believe any of the persons named will be unable to serve if elected.

     The affirmative vote of the holders of a plurality of the shares of common stock voting at the Annual Meeting is necessary for the election of directors. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Broker non-votes, if any, will have no effect on the outcome of the vote on this proposal. Abstentions will have the effect of a vote “against” the proposal.

     The Board of Directors recommends a vote FOR each nominee as a director.

Information Concerning Director Nominees

     Information regarding each nominee for director is set forth in the following table.

Name	Age		Position
Willem M. Smit		59	Director, President and Chief Executive Officer
Willy J. Simon		55	Chairman of the Board of Directors
Erik L.A. van Emden		57	Director
George M. Calhoun		53	Director

     Willem M. Smithas been the Chief Executive Officer of Playlogic International since 2001. In July 2005, he became Chief Executive Officer of the Company. In 1976, he founded Datex Software B.V., where he grew the company over nine years from 20 to 900 employees. Datex went public in 1985 and it merged with Getronics in 1987. Since that time,

-2-

Mr. Smit has been a private investor in various companies. He is the father of Rogier W. Smit, the Company’s Executive Vice President.

     Willy J. Simonhas been on Playlogic International N.V.’s Supervisory Board (which is similar to the board of directors of a US company) since 2003. Since 2002 he has been the Director of IMC Holding and Chairman of Bank Oyens & van Eeghen. From 2001 to 2002, he was an Advisor to the Board of NIB Capital. From 1997-2001, he was a Board member of Fortis Bank. He also currently serves as a Non-Executive Director of Redi & Partners, a hedge fund of hedge funds.

     Erik L.A. van Emdenhas been on Playlogic International N.V.’s Supervisory Board since December 2003. Since 1993 he has been an attorney with Bosselaar & Strengers. Since 1993 Van Emden has been an attorney and partner with Bosselaar & Strengers, a law firm based in Utrecht, the Netherlands, which focuses on large and medium-sized companies. The firm specializes in practices including employment, liability & insurance, real estate and corporate. Van Emden specializes in corporate law and is coordinator of the corporate law practice group. Previously, Van Emden was Board Member of the Amsterdam Stock Exchange and Member of the Executive Board of Credit Lyonnais Bank Nederland N.V. He also held positions at Barclays Bank and Algemene Bank Nederland. In addition, Van Emden currently serves as a Director of several private Dutch companies.

     George M. Calhounbecame a non-executive director of the Company in November 2005. George Calhoun is currently serving on the faculty of the Howe School of Technology Management at the Stevens Institute of Technology in Hoboken, New Jersey. He was Chairman and CEO of Illinois Superconductor Corporation (AMEX: ISO) from 1999 until 2002 and at Airnet Communications (NASDAQ: ANCC), where he has been a board member since 2001 and Chairman of the Board since 2003. He has more than 23 years of experience in high-tech wireless systems development, beginning in 1980 as the co-founder of InterDigital Communications Corporation, where he participated in the development of the first commercial application of digital TDMA radio technology, and introduced the first wireless local loop system to the North American telecommunications industry. Dr. Calhoun holds a Ph.D. in Systems Science from the Wharton School at the University of Pennsylvania, as well as a B.A. from the same university.

Information Concerning the Board of Directors and the Audit Committee

     During 2005, the Company’s Board of Directors only had one director until June 30, 2005, so it did not have any meetings until that date. Since June 30, 2005 the Board had three directors and since November 1, 2005 four directors. The Board met five times during the second half of 2005. Since the merger with Playlogic International on June 30, 2005 as described above, the Board acted by unanimous written consent on ten occasions. Prior to June 30, 2005, the Supervisory Board of Playlogic International (which is similar to the board of directors of a US company) met six times.

Audit Committee

     The Company established an Audit Committee on October 31, 2005. Messrs. Calhoun (Chair), Van Emden and Simon are the members of the Audit Committee.

     The Audit Committee assists the Board of Directors in its oversight of the integrity of the Company’s accounting, auditing and reporting practices. The Board of Directors has determined that Mr. Simon possesses the attributes to be considered financially sophisticated and has the background to be considered an “audit committee financial expert” as defined by the rules and regulations of the SEC. The Audit Committee will meet with the Company’s independent accountants at least annually to review the results of the Company’s annual audit and discuss the financial statements. The Committee will also meet quarterly with our independent accountants to discuss the results of the accountants’ quarterly reviews as well as quarterly results and quarterly earnings releases; recommend to the Board that the independent accountants be retained; and receive and consider the accountants’ comments as to internal controls, adequacy of staff and management performance and procedures in connection with audit and financial controls. The Audit Committee will review all financial reports prior to filing with the SEC. The specific responsibilities in carrying out the Audit Committee’s oversight role are set forth in the Audit Committee’s Charter, a copy of which is attached hereto as Appendix A. All of the members of the Audit Committee are independent directors as contemplated by Section 10A(m)(3) of the Securities and Exchange Act, as amended.

-3-

Compensation Committee

     The Company’s Compensation Committee is responsible for establishing and administering the Company’s policies involving the compensation of all of its executive officers. This committee consists of Messrs. Van Emden (Chair), Calhoun and Simon and was formed on December 15, 2005. The Compensation Committee operates pursuant to a charter approved by the Company’s Board of Directors. A copy of the charter of the Compensation Committee is attached hereto as Appendix B.

Nominating and Governance Committee

     The Company’s Nominating and Governance Committee (the “Nominating Committee”) selects nominees for the Board of Directors. The Nominating Committee consists of Messrs. Simon (Chair), Calhoun and Van Emden and was formed on December 15, 2005. The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. Candidates may also come to the attention of the Nominating Committee through current board members, professional search firms and other persons. The Nominating Committee operates pursuant to a charter approved by the Board of Directors. A copy of the charter of the Nominating Committee is attached hereto as Appendix C.

Code of Business Conduct and Ethics

     The Company’s Board of Directors has adopted in December 2005 a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees and an additional Code of Business Ethics that applies to our Chief Executive Officer and senior financial officers.

     The Company plans to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from provisions of these codes by describing on our Internet website, located at http://www.playlogicinternational.com, within four business days following the date of a waiver or a substantive amendment, the nature of the amendment or waiver, the date of the waiver or amendment, and the name of the person to whom the waiver was granted.

     Information on the Company’s internet website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings the Company makes with the SEC.

Communication with Directors

     Stockholders who wish to communicate with the entire Board or the non-management Directors as a group may do so telephonically by calling (011) 31-20-676-0304 or by mail c/o Secretary, Playlogic Entertainment, Inc., Concertgebouwplein, 1071 LL, Amsterdam, The Netherlands. Communications are initially routed to the outside counsel and, thereafter, are distributed to the Board, or to any individual Director or Directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded, such as spam, job inquiries, business solicitations or product inquiries. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any Director upon request.

Director Nomination

     Criteria for Board Membership.In selecting candidates for appointment or re-election to the Board, the Nominating Committee considers the appropriate balance of experience, skills and characteristics required of the Board of Directors, and seeks to insure that at least a majority of the directors are independent under the rules of the Nasdaq Stock Market, and that members of the Company’s Audit Committee meet the financial literacy and sophistication requirements under the rules of the Nasdaq Stock Market and at least one of them qualifies as an “audit committee financial expert” under the rules of the Securities and Exchange Commission. Nominees for director are selected on the basis of their depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties.

-4-

     Stockholder Nominees.The Nominating Committee will consider written proposals from stockholders for nominees for director. Any such nominations should be submitted to the Nominating Committee c/o the Secretary of the Company and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected); (b) the names and addresses of the stockholders making the nomination and the number of shares of the Company’s common stock which are owned beneficially and of record by such stockholders; and (c) appropriate biographical information and a statement as to the qualification of the nominee, and should be submitted in the time frame described in the Bylaws of the Company and under the caption, “Stockholder Proposals for the Next Annual Meeting” below.

     Process for Identifying and Evaluating Nominees.The Nominating Committee believes the Company is well served by its current directors. In the ordinary course, absent special circumstances or a material change in the criteria for Board membership, the Nominating Committee will renominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If an incumbent director is not standing for re-election, or if a vacancy on the Board occurs between annual stockholder meetings, the Nominating Committee will seek out potential candidates for Board appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will be selected based on input from members of the Board, senior management of the company and, if the nominating committee deems appropriate, a third-party search firm. The Nominating Committee will evaluate each candidate’s qualifications and check relevant references; in addition, such candidates will be interviewed by at least one member of the nominating committee. Candidates meriting serious consideration will meet with all members of the Board. Based on this input, the Nominating Committee will evaluate which of the prospective candidates is qualified to serve as a director and whether the committee should recommend to the Board that this candidate be appointed to fill a current vacancy on the Board, or presented for the approval of the stockholders, as appropriate.

     The Company has never received a proposal from a stockholder to nominate a director. Although the Nominating Committee has not adopted a formal policy with respect to stockholder nominees, the committee expects that the evaluation process for a stockholder nominee would be similar to the process outlined above.

Compensation Committee Interlocks and Insider Participation

     No executive officer of the Company serves on the Board of Directors or compensation committee of any entity that has one or more executive officers serving on the Company’s Board of Directors. No member of the Compensation Committee is, or ever has been, an employee or officer of the Company.

Certain Relationships and Related Transactions

     Sloterhof agreed to reimburse the Company for approximately€900,000 for expenses incurred in connection with the share exchange transaction between the Company and the former stockholders of Playlogic International N.V. in July 2005. The Company is not obligated to issue Sloterhof any equity in exchange for this reimbursement, and the Company is not obligated to repay any amounts to Sloterhof as a result of this reimbursement.

-5-

EXECUTIVE COMPENSATION

Executive Officers of the Registrant

     The Board of Directors appoints the executive officers of the Company to serve until their successors have been duly appointed and qualified. The following information indicates the position, age and business experience of the current Playlogic executive officers. Rogier W. Smit is the son of Willem M. Smit.

Name	Age		Position
Willem M. Smit		59	Chief Executive Officer
Rogier W. Smit		31	Executive Vice President
Jan Willem Kohne		34	Chief Financial Officer
Stefan Layer		35	Chief Marketing & Sales Officer
Maarten Minderhoud		50	General Counsel
Dominique Morel		32	Chief Technology Officer

     See the discussion included in the preceding section for the business experience of Willem M. Smit.

     Rogier W. Smitco-founded Playlogic International N.V. and Playlogic Game Factory B.V. in 2001. He has worked in various management positions at those two companies since then. He has been Playlogic International N.V.’s Executive Vice President and Chief Operating Officer since 2002.

     Jan Willem Kohnebecame the Company’s Chief Financial Officer on October 1, 2005. He has held several financial and operational positions since joining IMC/ Bank Oyens & Van Eeghen in 2000. Prior to joining IMC/ Bank Oyens & Van Eeghen, he worked with Mees Pierson/ Fortis as Account Manager International Commodity Finance. Mr. Kohne received his Masters from Delft University of Technology the Netherlands in 1996 and has received a number of European financial certifications.

     Stefan Layerhas been Chief Marketing & Sales Officer / VP of Playlogic International N.V. since April 2005 and of the Company since July 2005. From 1999 until joining us, Mr. Layer was the Vice President Licensing Europe for Atari Deutschland GmbH where he was responsible for the expansion to new markets, the European licensing business and the acquisition of IP rights. Mr. Layer defined the European licensing strategy of Atari Europe for digital distribution, OEM and premium sales and managed the expansion to East Europe.

     Maarten Minderhoudhas been General Counsel & Secretary of the Company since September 2005. Prior to joining Playlogic, Minderhoud was Director Legal & Personnel and member of the Executive Committee of Draka Holding N.V. Previously Mr. Minderhoud held executive positions at Cognis (Henkel KGaA) Düsseldorf and Benckiser N.V. Amsterdam. He held managerial positions at Price Waterhouse, Royal Pakhoed N.V. and Fuji Photo Film

     Dominique Morelhas joined the Company as Chief Technology Officer in September 2005. He has a key strategic role in our business development, evaluation process and current and future line-up. Before Morel joined the company, he was Project Evaluation & Business Development Manager of Atari Europe. In this position he signed major deals (Next-Gen, PC, PS2). He also initiated and established the “Business Opportunities On-line Database” for Atari worldwide. In this

-6-

period with Atari he has acquired an extensive network in the European developer community. Prior to this, Morel worked as Project Evaluation & Gameplay Consulting Manager for Atari/Infogrames, which involved analyzing and ensuring the Gameplay and Game Design Consulting for over 120 published games. All together Morel worked with Atari for more than 10 years and has been an important internal consultant for many production decisions for Atari worldwide.

EXECUTIVE COMPENSATION TABLE

     The following table sets forth information regarding compensation for the fiscal years ended December 31, 2003, 2004 and 2005 received by the individual who served as Playlogic International’s Chief Executive Officer during 2005 and Playlogic International’s other most highly compensated executive officers whose total annual salary and bonus for fiscal year 2005 exceeded $100,000 (the “Named Officers”).

Summary Compensation Table

																	All
									Long-Term								Other
	Annual Compensation								Compensation Awards						Payouts		Compensation
							Other					Securities
							Annual		Restricted			Underlying			LTIP
Name and Principal Position					Bonus		Compens		Stock			Options/SA			Payouts
as of December 31, 2005	Year		Salary€/($)		($)		ation ($)		Awards (3)			Rs (#)			($)
Willem M. Smit (1)		2005	€	0		0		—					0
Chief Executive Officer		2004	€	0		0							0
		2003	€	0		0							0			—
Sloterhof Investments N.V.		2005	€	0		0							0
(of which Mr. Willem M. Smit is the		2004	€	100,000/$147,096		0		—					0
beneficial owner) Managing Director		2003	€	100,000/$135,458		0							0			—
Rogier W. Smit		2005	€	143,000/$195,109		0		—					0
Executive Vice President		2004	€	100,000/$147,096		0							0			—
		2003	€	100,000/$135,458		0							0
Jan Willem Kohne		2005	€	143,000/$195,109		48,480		—	$	63,000	(4)		250,000	(7)		—
Chief Financial Officer (2)		2004	€	0												—
		2003	€	0
Stefan Layer		2005	€	143,000/$195,109		67,200		—	$	245,000	(5)		0			—
Chief Marketing & Sales Officer / VP (2)		2004	€	0
		2003	€	0

-7-

																	All
									Long-Term								Other
	Annual Compensation								Compensation Awards						Payouts		Compensation
							Other					Securities
							Annual		Restricted			Underlying			LTIP
Name and Principal Position					Bonus		Compens		Stock			Options/SA			Payouts
as of December 31, 2005	Year		Salary€/($)		($)		ation ($)		Awards (3)			Rs (#)			($)
Maarten Minderhoud		2005	€	143,000/$195,109		0		—	$	21,000	(6)		40,000	(8)		—
General Counsel (2)		2004	€	0												—
		2003	€	0
Dominique Morel		2005	€	143,000/$195,109		0		—					100,000	(9)		—
Chief Technology Officer (2)		2004	€	0												—
		2003	€	0

(1)	Willem M. Smit, the Company’s Chief Executive Officer, will not receive any salary until there are positive cash flows from operations. Currently, the Company only pays Mr. Smit for his business related expenses, and it provides him a company car.
(2)	Mr. Kohne, Layer, Minderhoud and Morel joined the Company in 2005.
(3)	Calculated by multiplying the amount of restricted stock by the restated value for Dutch income tax purposes of the restricted stock grant ($.70 per share).
(4)	In connection with Mr. Layer’s employment arrangement, we sold 364,556 restricted shares to Mr. Layer, our Chief Marketing & Sales Officer at an aggregate price of $1. The restricted shares have a two-year lock-up period starting on the date the shares were sold to Mr, Layer, during which Mr. Layer cannot sell the shares.
(5)	In connection with Mr. Kohne’s employment arrangement with the Company, we sold 90,000 restricted shares to Mr. Kohne at an aggregate price of $1. The restricted shares have a two-year lock-up period starting on the date the shares were sold to Mr. Kohne, during which Mr. Kohne cannot sell the shares.
(6)	In connection with Mr. Minderhoud’s employment arrangement with the Company we sold 30,000 restricted shares to Mr. Minderhoud at an aggregate price of $1. The restricted shares have a two-year lock up period starting on the date the shares were sold to Mr. Minderhoud, during which Mr. Minderhoud cannot sell the shares.
(7)	We granted to Mr. Kohne, 250,000 options to purchase shares of our common stock at an exercise price of $3.50 per share. A total of 62,500 shares of these options will vest on October 1, 2007, and the remaining options will vest in three equal installments on October 1, 2008, October 1, 2009 and October 1, 2010.
(8)	We granted to Mr. Minderhoud, 40,000 options to purchase shares of our common stock at an exercise price of $3.50 per share. A total of 10,000 shares of these options will vest on October 1, 2007, and the remaining options will vest in three equal installments on September 1, 2008, September 1, 2009 and September 1, 2010.
(9)	We granted to Mr. Morel, 100,000 options to purchase shares of our common stock at an exercise price of $3.50 per share. A total of 25,000 shares of these options will vest on October 1, 2007, and the remaining options will vest in three equal installments on October 1, 2008, October 1, 2009 and October 1, 2010.

Employment Agreements

     Effective as of February 1, 2002 Playlogic International entered into an employment agreement with Rogier M. Smit, to be executive vice president and managing director of Playlogic International N.V. The agreement is for an indefinite period, but can be terminated by the Company upon three months notice plus one additional month’s notice per year of service or by Mr. Smit upon three months notice. Mr. Smit ’s starting salary was $9,427 (€7,500) per month. On July 1, 2005, his base salary increased to $15,009 (€11,000) per month. In addition to his salary, Mr. Smit is entitled to a company

-8-

car. Pursuant to the agreement, Mr. Smit is also subject to confidentiality, non-competition and invention assignment requirements. Rogier Smit is the son of Willem Smit.

     Mr. Kohne is a party to an employment agreement with the Company dated October 1, 2005. The agreement is for an indefinite period, but can be terminated by the Company upon six months notice or by Mr. Kohne upon three months notice. Mr. Kohne’s starting salary is $15,055 (€11,034) per month, and the Company paid him a bonus of ($48,480) (€40,000) upon execution of the agreement. On October 1, 2005, pursuant to the agreement, Mr. Kohne received 90,000 shares of the Company’s common stock at par value of $0.001. Such shares will be subject to a two-year lock up period. After the lock up period Mr. Kohne will be permitted to sell up to 50% of his shares each year. Moreover, Mr. Kohne was granted 250,000 options to purchase shares of common stock of the Company at an exercise price of $3.50 per share. 62,500 of these options vest on October 1, 2007, and 62,500 of the remaining options will vest on October 1, 2008, October 1, 2009 and October 1, 2010, respectively. Mr. Kohne is also subject to confidentiality, non-competition and invention assignment requirements.

     In January 2005, Playlogic International entered into an employment agreement with Stefan Layer, Chief Marketing & Sales Officer, effective as of April 1, 2005. Pursuant to the terms of the agreement, Mr. Layer is responsible for marketing, sales and licensing. The agreement is for an indefinite period, but can be terminated by the Company upon six months notice or by Mr. Layer upon three months notice. Mr. Layer’s starting salary is $15,009 (€11,000) per month. In addition to his salary, Mr. Layer is entitled to an annual bonus equal to 1% of our net profit of the net consolidated year figures after taxes. Under this agreement, Mr. Layer received 500,000 ordinary shares of Playlogic International at a nominal value of $0.068 (€0.05) per share which were exchanged for 364,556 shares of the Company’s common stock. Such shares are subject to a two-year lock up period. After the lock up period Mr. Layer will be permitted to sell up to 50% of his shares each year. If Mr. Layer terminates the agreement or is dismissed, the shares he still owns must be sold back to the Company at nominal value. Pursuant to the agreement, Mr. Layer is also subject to confidentiality, non-competition and invention assignment requirements.

     In August 2005, Playlogic International entered an employment contract with Maarten Minderhoud as General Counsel effective as of September 1, 2005. The agreement is for a period of twelve months after expiration of this period for an indefinite period which can be terminated by the Company upon six months notice or by Mr. Minderhoud upon 3 months notice. Mr. Minderhoud’s starting salary is $15,055 (€11,034) per month. On September 1, 2005, pursuant to the agreement, Mr. Minderhoud received 30,000 shares of the Company’s common stock at par value of $0.001. Such shares will be subject to a two-year lock up period. After the lock up period Mr. Minderhoud will be permitted to sell up to 50% of his shares each year. Pursuant to the agreement, Mr. Minderhoud was granted 40,000 options to purchase shares of common stock of the Company at an exercise price of $3.50 per share. 10,000 of these options vest on September 1, 2007, and 10,000 of the remaining options will vest on September 1, 2008, September 1, 2009 and September 1, 2010. Pursuant to the agreement, Mr. Minderhoud is also subject to confidentiality, non-competition and invention assignment requirements.

     In August 2005, Playlogic International entered an employment contract with Dominique Morel as Chief Technology Officer effective as of September 14, 2005. The agreement is for an indefinite period but can be terminated by the Company upon six months notice or by Mr. Morel upon 3 months notice. Mr. Morel’s starting salary will be $15,008.50 (€11,000) per month. Pursuant to the agreement, Mr. Morel was granted 100,000 options to purchase shares of common stock of the Company at an exercise price of $3.50 per share. 25,000 of these options vest on October 1, 2007, and 25,000 of the remaining options will vest on October 1, 2008, October 1, 2009 and October 1, 2010. Pursuant to the agreement, Mr. Morel is also subject to confidentiality, non-competition and invention assignment requirements.

Restricted Stock Awards

     The following table contains information concerning the grant of restricted stock awards under individual employment arrangements with the Names Executive Officers.

NAME	RESTRICTED STOCK		DATE
Stefan Layer		364,556	September 14, 2005
Maarten Minderhoud		30,000	September 1, 2005
Jan Willem Kohne		90,000	October 1, 2005

-9-

Stock Options and Stock Appreciation Rights

     We do not have a stock option plan or stock appreciation rights plan.

     The following table contains information concerning the grant of stock options under individual employment arrangements with the Named Executive Officers made during the fiscal year of 2005.

			Percentage of Total			Exercise
	Number of Securities		Options/SARs granted			or Base
	Underlying Options/SARs		to employees in fiscal			Price		Expiration
NAME	granted		year (2)			($/Sh)		date
Dominique Morel (1)		100,000		26	%	$	3.50	October 1, 2010
Jan Willem Kohne (1)		250,000		64	%	$	3.50	October 1, 2010
Maarten Minderhoud (1)		40,000		10	%	$	3.50	September 1, 2010

(1)	See applicable footnotes to above Summary Compensation Table.
(2)	The Company has not granted any stock appreciation rights in the fiscal year ended December 31, 2005.

Option Exercises and Holdings

     During the fiscal year ended December 31, 2005, no options were exercised.

Directors’ Compensation

     Each non-employee director is paid an annual cash retainer in the amount of $30,000 ($36,000 for the Chairman) for attending the meetings of the Board of Directors or its committees at which there is a quorum, whether in person or by telephone. In addition, all directors are eligible for reimbursement of their expenses in attending meetings of the Board of Directors or its committees. Further, each non-employee director is granted, per year of service, options to purchase share of the Company’s common stock with a cash equivalent equal to the annual cash retainer. Stock options are granted and valued at 33% of the prevailing stock price. The prevailing stock price is the closing price of the stock on the business day prior to the date of grant (being the day of the annual meeting). Such options vest after a waiting period of two years following the date of grant in three equal installments over three years and have a term of four years.

Indemnification of Officers and Directors

     Our Certificate of Incorporation provides that we will indemnify any officer or director, or former officer or director, to the fullest extent permitted by law. Our bylaws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification.

REPORT OF THE AUDIT COMMITTEE

     Under the guidance of a written charter adopted by the Board of Directors and enclosed with this Proxy Statement as Appendix A, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The responsibilities of the Audit Committee include appointing and providing for the compensation of the independent accountants. Each of the members of the Audit Committee meets the independence requirements of Nasdaq.

     Management has primary responsibility for the system of internal controls and the financial reporting process. The independent accountants have the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with generally accepted auditing standards.

-10-

     In this context and in connection with the audited financial statements contained in the Company’s Annual Report on Form 10-KSB, the Audit Committee:

• reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 2005 with the Company’s management and the independent accountants;

• discussed with S.W. Hatfield, the Company’s independent auditors, the matters required to be discussed by Statement of Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement of Auditing Standards No. 90, Audit Committee Communications;

• reviewed the written disclosures and the letter from S.W. Hatfield required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, discussed with the auditors their independence, and concluded that the non-audit services performed by S.W. Hatfield are compatible with maintaining their independence;

• based on the foregoing reviews and discussions, recommended to the Board of Directors that the audited financial statements be included in the Company’s 2005 Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission; and

• instructed the independent auditors that the Audit Committee expects to be advised if there are any subjects that require special attention.

AUDIT COMMITTEE

George Calhoun, Chairman
Willy J. Simon
Erik L.A. van Emden

-11-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of March 31, 2006, information concerning the ownership of all classes of common stock of the Company of (i) all persons known to the Company to beneficially own 5% or more of the Company’s common stock, (ii) each director of the Company, (iii) the Named Executive Officers and (iv) all directors and executive officers of the Company as a group. Share ownership includes shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 31, 2006.

	Number of
	Shares of		Percentage of
Name and Address (1)	Common Stock		Common Stock
Sloterhof Investments N.V. Kaya Richard J. Beaujon Z/N Curacao, Netherlands Antilles		7,303,357		30.36	%
Castilla Investments B.V. Concertgebouwplein 13 1071 LL Amsterdam The Netherlands		1,777,496		7.39	%
Wind Worth Luxembourg Holding S.A.H 19 Rue de l’Industrie 8069 Betrange Luxembourg		2,138,874		8.89	%
Sophia International Holding S.A.H. 3 Rue de Bains Luxembourg L-2016 Luxembourg		1,611,500		6.70	%
Willem Smit (2)		7,303,357		30.36	%
Rogier Smit (3)		1,777,496		7.39	%
Stefan Layer		364,556		1.52	%
Jan Willem Kohne		90,000		*
Erik L.A. van Emden		0		*
Willy J. Simon		87,494		*
George M. Calhoun		200		*
All directors and executive officers as a group		9,623,103		40	%

*	Less than 1%
(1)	Unless otherwise indicated, the address is our address at Concertgebouwplein 13, 1071 LL Amsterdam, The Netherlands.
(2)	Includes shares held by Sloterhof Investments N.V.
(3)	Includes shares held by Castilla Investments B.V.

-12-

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

     On June 30, 2005, upon closing of the Share Exchange of same date, the Company’s newly reconstituted Board of Directors elected to replace S. W. Hatfield, CPA (SWHCPA) as the Company’s Registered Independent Certified Public Accounting Firm.

     Concurrent with the above post-closing action, the Company’s Board of Directors appointed BDO CampsObers, which was the existing Registered Certified Public Accounting Firm for Playlogic International N.V., as the Company’s Registered Independent Certified Public Accounting Firm.

     The Report of Registered Independent Certified Public Accounting Firm issued by SWHCPA for the year ended December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern opinion expressing substantial doubt about the ability of the Company, pre-June 30, 2005 Share Exchange Agreement, to continue as a going concern.

     During the Company’s then most recent fiscal year (ended December 31, 2004) and from January 1, 2005 to July 1, 2005, the date of the Company’s Form 8-K filing relating to certain events, including the change in the Company’s certifying accountants, there were no disagreements with SWHCPA on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure, except that SWHCPA’s opinion expressed substantial doubt with respect to the Company’s ability to continue as a going concern for both fiscal years. Further, there were no reportable events, as described in Item 304(a)(1)(iv)(B) of Regulation S-B, during the Company’s most recent fiscal year (ended December 31, 2004) and from January 1, 2005 to July 1, 2005, the date of the Company’s Form 8-K filing relating to certain events, including the change in the Company’s certifying accountants.

     SWHCPA furnished a letter addressed to the SEC stating that it agreed with the above statements. A copy of such letter, dated June 30, 2005, was attached as an Exhibit to the Company’s Form 8-K filed on July 1, 2005.

     BDO CampsObers had acted as the independent accountants for Playlogic International N.V. since its formation. During the two most recent fiscal years and to June 30, 2005, the Company had not consulted with BDO CampsObers regarding (i) either the application of accounting principles to a specified transaction (completed or proposed) or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a disagreement and required to be reported under Item 304(a)(1)(iv) of Regulation S-B and the related instructions thereto.

     Subsequent thereto, BDO CampsObers declined their June 30, 2005 appointment as the Company’s Registered Independent Certified Public Accounting Firm prior to their performance of any audit or review procedures for the Company or on the Company’s post-Share Exchange Agreement financial statements. The Company then undertook the process of seeking a new Registered Independent Certified Public Accounting Firm.

     On August 10, 2005, the Company’s Board of Directors authorized the reappointment of S. W. Hatfield, CPA of Dallas, Texas (SWHCPA) as the Company’s new independent auditors for periods subsequent to the June 30, 2005 Share Exchange Agreement. The Company, its Board of Directors and/or management, did not consult with SWHCPA at any time prior to the August 10, 2005 appointment, regarding the Company’s two most recent fiscal years ended December 31, 2004 and 2003, the subsequent interim periods through the August 12, 2005 filing of the Form 8-K announcing this reappointment event, and any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

     Audit Fees.

     The aggregate fees billed by BDO CampsObers for professional services rendered for (i) the review of financial statements included in the Company’s Forms 10-Q for the quarters ended, June 30, 2005 and September 30, 2005, (ii) the audit of the Company’s financial statements for the fiscal year ended December 31, 2005 and (iii) audit-related services were $455,075.

     The aggregate fees billed by BDO CampsObers for professional services rendered for the review of financial statements for the fiscal year ended December 31, 2004 were $176,000.

-13-

     The aggregate fees billed by SWHCPA for professional services rendered for the review of financial statements included in the Company’s Forms 10-Q for the quarters ended June 30, 2005 and September 30, 2005 and the audit of the Company’s financial statements for the fiscal year ended December 31, 2005 were $27,400.

     Audit-Related Fees.

     An aggregate amount of $6,125 was billed by SWHCPA for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, for the years ended December 31, 2005 and 2004, and are not disclosed in the paragraph captions “Audit Fees” above.

     An aggregate amount of $631,323 were billed by BDO Camps Obers for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, for the years ended December 31, 2005 and 2004, and are not disclosed in the paragraph captions “Audit Fees” above.

     Tax Fees.

There were no fees for tax compliance, tax advice or tax planning services by SWHCPA for the fiscal year ended December 31, 2004. The aggregate fees for such services by SWHCPA for the fiscal year ended December 31, 2005 were $263. The aggregate fees for such services by BDO Camps Obers were $9,811 for the fiscal year ended December 31, 2005 and $7,007 for the fiscal year ended December 31, 2004.

     All Other Fees.

An aggregate amount of 1,625 was billed by SWHCPA for products and services, other than the services described in the paragraphs captions “Audit Fees”, “Audit-Related Fees”, and “Tax Fees” above for the years ended December 31, 2005 and 2004.

No other fees were billed by BDO Camps Obers for products and services, other than the services described in the paragraphs captions “Audit Fees”, “Audit-Related Fees”, and “Tax Fees” above for the years ended December 31, 2005 and 2004.

Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 and regulations of the SEC thereunder require the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of initial ownership and changes in ownership with the SEC. Based solely on its review of copies of such forms received by the Company, or on written representations from certain reporting persons that no other reports were required for such persons, the Company believes that during 2005, all of the Section 16(a) filing requirements applicable to its executive officers, directors and ten percent stockholders were complied with on a timely basis, except as follows: Mr. Timothy Halter was late in filing Form 4 relating to 288,886 shares of restricted stock units granted to him by the Company on May 9, 2005, and Mr. George Calhoun was one day late in filing his Form 3 relating to the 200 shares of restricted stock units granted to him on November 1, 2005.

Stockholder Proposals To Be Presented At Next Annual Meeting

     In order to be considered for inclusion in the proxy materials to be distributed in connection with next year’s Annual Meeting, stockholder proposals for such meeting must be received by the Company at its principal office at a reasonable time prior to the Company’s beginning to print its proxy materials for next year’s Annual Meeting and must satisfy the conditions established by the SEC for stockholder proposals. As to all such matters which the Company does not have notice on or prior to a reasonable time prior to the Company’s beginning to print its proxy materials for next year’s Annual Meeting, discretionary authority shall be granted to the persons designated in the Company’s proxy related to the 2007 Annual Meeting to vote on such proposal.

WHERE YOU CAN FIND MORE INFORMATION

     The Company files annual, quarterly, and current reports, proxy statements and other documents with the

-14-

Securities and Exchange Commission. You may read and copy any document we file at the SEC’s public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549. You should call 1-800-SEC-0330 for more information on the public reference room. The SEC maintains an internet site at http://www.sec.gov where certain information regarding issuers (including the Company) may be found.

OTHER MATTERS

Expenses of Solicitation

     The accompanying proxy is solicited by and on behalf of the Board of Directors of the Company, and the entire cost of such solicitation will be borne by the Company. Proxies may also be solicited by directors, officers and employees of the Company, without additional compensation, by personal interview, telephone and facsimile. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material and annual reports to the beneficial owners of stock held of record by such persons, and the Company will reimburse them for reasonable out-of-pocket and clerical expenses incurred by them in connection therewith.

Discretionary Authority

     The Annual Meeting is called for the specific purposes set forth in the Notice of Meeting and discussed above, and also for the purpose of transacting such other business as may properly come before the Annual Meeting. At the date of this Proxy Statement, the Company does not expect that any other matters will be submitted for consideration at the Annual Meeting other than those specifically referred to above. If any other matters properly come before the Annual Meeting, the proxy holders will be entitled to exercise discretionary authority to the extent permitted by applicable law.

By Order of the Board of Directors,

Maarten Minderhoud
Secretary

Dated: June 15, 2006

-15-

APPENDIX A

AUDIT COMMITTEE CHARTER

Adopted by the Board of Directors of Playlogic Entertainment, Inc.

Purpose

     The purpose of the Audit Committee (the “Committee”) of the board of directors (the “Board”) of Playlogic Entertainment, Inc. (the “Company”) is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements and the effectiveness of the Company’s internal control over financial reporting. Notwithstanding the foregoing, however, the Committee is not responsible for planning or conducting audits, or determining whether the Company’s financial statements are complete and accurate or in accordance with generally accepted accounting principles.

Composition

     The Committee shall be composed of three or more directors, as determined by the Board, each of whom shall be “independent”, as that term is defined in Section 10A(m) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the applicable rules and regulations (“Regulations”) of the SEC, and shall meet the independence and financial literacy requirements of Nasdaq. At least one member of the Committee shall be an “audit committee financial expert”, as that term is defined in the Regulations, and shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

Responsibilities

     The Committee is charged by the Board with the responsibility to:

     1. Appoint and provide for the compensation of a “registered public accounting firm” (as that term is defined in Section 2(a) of the Sarbanes-Oxley Act of 2002) to serve as the Company’s independent auditor, oversee the work of the independent auditor (including resolution of any disagreements between management and the independent auditor regarding financial reporting), evaluate the performance of the independent auditor and, if so determined by the Committee, replace the independent auditor; it being acknowledged that the independent auditor is ultimately accountable to the Board and the Committee, as representatives of the stockholders.

     2. Ensure the receipt of, and evaluate the written disclosures and the letter that the independent auditor submits to the Committee regarding the auditor’s independence in accordance with Independence Standards Board Standard No. 1, discuss such reports with the auditor, oversee the independence of the independent auditor and, if so determined by the Committee in response to such reports, take appropriate action to address issues raised by such evaluation.

     3. Discuss with the independent auditor the matters required to be discussed by SAS 61, as it may be modified or supplemented.

     4. Instruct the independent auditor and the internal auditor, if any, to advise the Committee if there are any subjects that require special attention.

     5. Instruct the independent auditor to report to the Committee on all critical accounting policies of the Company, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor, and other material written communication between the independent auditor and management, and discuss these matters with the independent auditor and management.

     6. Meet with management and the independent auditor, together and separately, to discuss the annual financial statements and the report of the independent auditor thereon, and to discuss significant issues encountered in the course of the audit work, including: restrictions on the scope of activities; access to required information; the adequacy of internal controls, including any special steps adopted in light of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting identified during the course of the annual audit, and the adequacy of disclosures about changes in internal control over

financial reporting; the adequacy of the disclosure of off-balance sheet transactions, arrangements, obligations and relationships in reports filed with the SEC; and the appropriateness of the presentation of any non-GAAP financial measures (as defined in the Regulations) included in any report filed with the SEC or in any public disclosure or release.

     7. Review and discuss with management and the independent auditor management’s report on internal control over financial reporting, and the independent auditor’s audit of the effectiveness of the Company’s internal control over financial reporting and its attestation report, prior to the filing of the Form 10-K.

     8. Review the management letter delivered by the independent auditor in connection with the audit.

     9. Following such review and discussions, if so determined by the Committee, recommend to the Board that the annual financial statements be included in the Company’s annual report on Form 10-K.

     10. Meet quarterly with management and the independent auditor to discuss the quarterly financial statements prior to the filing of the Form 10-Q; provided that this responsibility may be delegated to the chairman of the Committee or a member of the Committee who is a financial expert.

     11. Meet at least once each year in separate executive sessions with management, the internal auditor, if any, and the independent auditor to discuss matters that any of them or the Committee believes could significantly affect the financial statements and should be discussed privately.

     12. Have such direct and independent interaction with members of management, including the Company’s chief financial officer and chief accounting officer, as the Committee believes appropriate.

     13. Review significant changes to the Company’s accounting principles and practices proposed by the independent auditor, the internal auditor, if any, or management.

     14. Review the scope and results of internal audits, if any.

     15. Evaluate the performance of the internal auditor, if any, and, if so determined by the Committee, recommend replacement of the internal auditor.

     16. If there is an internal auditor, obtain and review periodic reports on the internal auditor’s significant recommendations to management and management’s responses.

     17. Conduct or authorize such inquiries into matters within the Committee’s scope of responsibility as the Committee deems appropriate.

     18. Provide minutes of Committee meetings to the Board, and report to the Board on any significant matters arising from the Committee’s work.

     19. At least annually, review and reassess this Charter and, if appropriate, recommend changes to the Board.

     20. Prepare the Committee report required by the Regulations to be included in the Company’s annual proxy statement.

     21. Establish a procedure for receipt, retention and treatment of any complaints received by the Company about its accounting, internal accounting controls or auditing matters and for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

     22. Approve, in accordance with Sections 10A(h) and (i) of the Exchange Act, the Regulations and the Auditing Standards of the Public Company Accounting Oversight Board, all professional services, to be provided to the Company by its independent auditor, provided that the Committee shall not approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in the absence of an applicable exemption. The Committee may adopt policies and procedures for the approval of such services which may include delegation of authority to a designated member or members of the Committee to approve such services so long as any such approvals are disclosed to the full Committee at its next scheduled meeting.

     23. Review and approve all related party transactions.

Authority

     By adopting this Charter, the Board delegates to the Committee full authority in its discretion to:

     1. Perform each of the responsibilities of the Committee described above.

     2. Appoint a chair of the Committee, unless a chair is designated by the Board.

     3. Engage and oversee independent counsel and other advisers as the Committee determines necessary to carry out its responsibilities.

     4. Cause the officers of the corporation to provide such funding as the Committee shall determine to be appropriate for payment of compensation to the Company’s independent auditor and any legal counsel or other advisers engaged by the Committee, and payment of ordinary administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties.

APPENDIX B

COMPENSATION COMMITTEE CHARTER

Adopted by the Board of Directors of Playlogic Entertainment, Inc.

Purpose

     The purposes of the Compensation Committee (the “Committee”) established pursuant to this charter are to assist the Company’s Board of Directors (the “Board”) in the discharge of its responsibilities with respect to compensation for the Company’s executive officers and independent directors, report annually to the Company’s stockholders on executive compensation matters, administer the Company’s equity-based compensation plans, and take or cause to be taken such other actions and address such other matters as the Board may from time to time authorize or permit the Committee to undertake or assume responsibility for.

Membership and Power to Act

     The Compensation Committee will be comprised of at least two members of the Board of Directors. Unless a chair is elected by the Board, the members of the Committee may designate a chair by vote of the Committee.

     As long as the Company’s Common Stock remains publicly traded, each member of the Committee will, to the extent that the Board has members satisfying such criteria, be (1) “independent” as defined under applicable Nasdaq (or applicable stock exchange) rules (except as otherwise permitted under such rules), (2) a “non-employee director” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, and (3) as an “outside director” under the rules promulgated under Section 162(m) of the Internal Revenue Code of 1986.

     The Board reserves the right at any time to revoke or change the authority delegated hereunder, and the Board simultaneously reserves to itself all authority delegated hereunder to the Committee. This reservation of authority does not in any way limit the Committee’s authority to act definitively on matters delegated to it hereunder.

     The Committee may act by unanimous written consent.

Responsibilities

     The authority delegated to the Committee is set forth below. This description of authority is intended as a guide and the Committee may act and establish policies and procedures that are consistent with these guidelines or are necessary or advisable, in its discretion, to carry out the intent of the Board in delegating such authority and to fulfill the responsibilities of the Committee hereunder. The following authority shall in all cases be subject to compliance with applicable SEC and Nasdaq rules.

1. The Committee has exclusive authority to determine the amount and form of compensation paid to the Company’s Chief Executive Officer, and to take such action, and to direct the Company to take such action, as is necessary and advisable to compensate the CEO in a manner consistent with its determinations. The Committee will review at least annually the Chief Executive Officer’s performance, including in light of goals and objectives established for such performance, and in light of such review determine his or her compensation.

2. The Committee has authority to determine the amount and form of compensation paid to the Company’s executive officers, officers, employees, consultants and advisors and to review the performance of such persons in order to determine appropriate compensation, as well as to establish the Company’s general compensation policies and practices and to administer plans and arrangements established pursuant to such policies and practices. The Committee has authority to take such action, and to direct the Company to take such action, as is necessary and advisable to compensate such persons and to implement such policies and practices in a manner consistent with its determinations. It is expected that the Committee may delegate its authority on these matters with regard to non-officer employees and consultants of the Company to officers and other appropriate Company supervisory personnel.

3. The Committee has authority to administer the Company’s equity compensation plans, including without limitation to recommend the adoption of such plans, to recommend the reservation of shares of Common Stock for issuance thereunder, to amend

and interpret such plans and the awards and agreements issued pursuant thereto, and to make awards to eligible persons under the plans and determine the terms of such awards.

4. The Committee has authority to select, engage, compensate and terminate compensation consultants, legal counsel and such other advisors as it deems necessary and advisable to assist the Committee in carrying out its responsibilities and functions as set forth herein. Compensation paid to such parties and related expenses will be borne by the Company and the Company will make appropriate funding available to the Committee for such purposes.

5. The Committee may delegate its authority granted under this charter to a subcommittee of the Committee (consisting either of a subset of members of the Committee or, after giving due consideration to whether the eligibility criteria described above with respect to Committee members and whether such other Board members satisfy such criteria, any members of the Board). In addition, to the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company (or other appropriate supervisory personnel) the authority to grant stock options and other stock awards to employees (who are not executive officers or members of the Board) of the Company or of any subsidiary of the Company.

6. The Committee will prepare an annual report to the Company’s stockholders on executive compensation that will be included in the Company’s proxy statement for its annual stockholders’ meeting in accordance with the rules and regulations of the Securities and Exchange Commission.

7. The Committee will make regular reports to the Board with respect to significant actions and determinations made by the Committee.

8. The Committee will from time to time review this charter and make recommendations to the Board with regard to appropriate changes to the charter.

9. The Committee will from time to time review its own performance and report on its conclusions in this regard to the Board.

10. The Committee has the authority to perform such other activities and functions as are required by law, applicable Nasdaq (or stock exchange) rules or provisions in the Company’s charter documents, or as are otherwise necessary and advisable, in its or the Board’s discretion, to the efficient discharge of its duties hereunder.

Reports

     The Committee will record its actions and determinations in written form. These records will be incorporated as a part of the minutes and actions of the Board.

APPENDIX C

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Adopted by the Board of Directors of Playlogic Entertainment, Inc.

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of Playlogic Entertainment, Inc. (the “Company”) is to identify individuals qualified to serve as members of the Board of the Company, and select nominees for election as directors of the Company, evaluate the Board’s performance and provide oversight with respect to corporate governance and ethical conduct.

Composition

The Committee shall be composed of two or more directors, as determined by the board of directors, each of whom shall satisfy the requirements of Nasdaq.

Responsibilities

The Committee is charged by the Board with the responsibility to (subject in all cases to compliance with applicable SEC and Nasdaq rules):

     1. Identify and evaluate individuals, including individuals proposed by stockholders, qualified to serve as members of the Board, and select nominees for election as directors of the Company at the next annual or special meeting of stockholders at which directors are to be elected, and identify, evaluate and recommend to the Board individuals to fill any vacancies or newly created directorships that may occur between such meetings.

     2. Recommend to the Board directors for appointment to its committees and, as appropriate, recommend rotation or removal of directors from Board committees.

     3. From time to time, review and assess the Company’s code of ethics and code of conduct and recommend changes for approval by the Board.

     4. Oversee evaluations of the performance of the Board and discuss the evaluation with the full Board.

     5. Provide minutes of Committee meetings to the Board, and report to the Board on any significant matters arising from the Committee’s work.

     6. At least annually, review and reassess this Charter and, if appropriate, recommend changes to the Board.

     7. Make recommendations to the Board regarding issues of management succession.

     8. Perform such other duties and responsibilities as may be assigned to the Committee by the Board.

Authority

By adopting this Charter, the Board delegates to the Committee full authority in its discretion to:

     1. Perform each of the responsibilities of the Committee described above.

     2. Delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.

     3. Appoint a chair of the Committee, unless a chair is designated by the Board.

     4. Engage and terminate search firms, independent counsel and other advisers as the Committee determines necessary to carry out its responsibilities, and approve the fees and other terms of retention of any such search firms, independent counsel and other advisers.

     5. Cause the officers of the Company to provide such funding as the Committee shall determine to be appropriate for payment of compensation to any search firm or other advisers engaged by the Committee.

PLAYLOGIC ENTERTAINMENT, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 2006

The undersigned hereby appoints Willem M. Smit, Chief Executive Officer, or Rogier W. Smit, Executive Vice President, or either of them, as proxies, with the power to appoint his/her substitute, and hereby authorizes him/her to represent and to vote, as designated below, all of the common stock of Playlogic Entertainment, Inc., which the undersigned would be entitled to vote if personally present at the Annual Meeting of stockholders to be held at the Le Meridien Apollo Hotel, located at Apollolaan 2, 1077 BA Amsterdam, The Netherlands, on June 27, 2006 at 10:30 am local time and at any adjournments of the Annual Meeting, upon the proposals described in the accompanying notice of the Annual Meeting and the Proxy Statement relating to the Annual Meeting, receipt of which is hereby acknowledged.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE IN FAVOR OF ALL PROPOSALS

Item 1.To elect 4 persons as Directors of Playlogic Entertainment, Inc. for a term expiring at the 2007 Annual Meeting.

Willem M. Smit

Erik L.A. van Emden

Willy J. Simon

George M. Calhoun

o FORall nominees listed above (except as indicated below) o WITHHOLDauthority to vote for all nominees listed above

INSTRUCTION:To withhold authority for any individual nominees, mark “FOR” above, and write the nominees’ names in this space.

               This proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction to the contrary is indicated, it will be voted FOR the proposal. Discretionary authority is hereby conferred as to all other matters which may come before the Annual Meeting.

               If stock is held in the name of more than one person, all holders must sign. Signatures should correspond exactly with the name or names appearing on the stock certificate(s). When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Signature of Stockholder Date

Signature of Stockholder	Date
Print Name(s) of Stockholder(s)
Date

Please mark, sign and date this Proxy, and return it in the enclosed return-addressed envelope. No postage necessary

I WILL                    WILL NOT                     ATTEND THE SPECIAL STOCKHOLDERS MEETING

PLEASE RETURN PROXY AS SOON AS POSSIBLE