FRAMINGHAM, MA - October 25, 2007 - Power Play Development Corporation (Other OTC: PWPY.PK), which operates the internet portals www.nlop.com and www.pokercreations.com, announced today that it is distributing to its shareholders and certain other market participants its Information Statement under SEC Rule 15c2-11, the text of which, except for financial statements, is set forth below:
Power Play Development Corporation
Corporate Information Statement
Exchange Act Rule 15c2-11
October 25, 2007
Item 1. THE EXACT NAME OF THE ISSUER AND ANY PREDECESSOR:
The exact name of the Issuer is Power Play Development Corporation, a Nevada corporation ("Issuer"). On September 12, 2006, the Issuer acquired all of the issued and outstanding capital stock of NLOP, Inc., a Delaware corporation. Following the acquisition, NLOP, Inc became a wholly owned subsidiary of the Issuer. The Issuer's business consists solely of the business of NLOP, Inc. References to the Issuer include its wholly owned subsidiary, NLOP, Inc., except as otherwise provided.
Item 2. THE ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Issuer maintains its offices at:
2 Watson Place
Bldg 3 - 2nd Floor
Framingham, MA 01701
Item 3. THE STATE OF INCORPORATION OF THE ISSUER:
The Issuer is organized under the laws of the State of Nevada.
Item 4. THE EXACT TITLE AND CLASS OF THE ISSUER'S SECURITY:
The Issuer has one class of equity security authorized which is common stock, $.001 par value. The common stock has full voting rights.
Item 5 THE PAR OR STATED VALUE OF THE ISSUER'S COMMON STOCK:
The Issuer's common stock has a $.001 par value.
Item 6. NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
38,358,707 and 37,932,010 shares of common stock were issued and outstanding as of December 31, 2006 and June 30, 2007, respectively. The number of shares of Issuer common stock outstanding as of the date hereof is 41,236,782.
Item 7. THE NAME AND ADDRESS OF THE TRANSFER AGENT:
The Transfer Agent for the shares of the Issuer's common stock is:
Manhattan Transfer Registrar Company
51 Eastwood Road
Miller Place, NY 11764
Item 8. THE NATURE OF THE ISSUER'S BUSINESS:
The Issuer is bringing US-compliant poker applications and social media poker platforms to the domestic market.
Item 9. THE NATURE OF PRODUCTS OR SERVICES OFFERED:
Power Play is a Massachusetts based marketing and promotions company. Through its Poker Creations division (www.pokercreations.com), the company offers legally compliant private-branded online poker applications to national brands, portals and corporations seeking to leverage and extend their brands via the exploding growth and interest in poker. Power Play offers its own direct-to-consumer poker portal through its NLOP division (www.nlop.com).
Item 10. THE NATURE AND EXTENT OF THE ISSUER'S FACILITIES:
The Issuer currently occupies approximately 3,000 square feet of office space located at 2 Watson Place, Bldg 3 - 2nd Floor, Framingham, MA 01701.
Item 11. THE NAME OF THE OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS:
The names of the Officers and members of the Issuer's Board of Directors are set forth below:
NAME POSITION
Michael Clebnik CEO and Director
Alan Miller President and Director
Roy A. Evans VP, CFO and Director
Kevin Vonasek CTO
Stephen Happas Director
Item 12. ISSUER'S FINANCIAL STATEMENTS:
Attached hereto as Exhibit A for the three and six months ended June 30, 2007, the three months ended March 31, 2007, and the years ended December 31, 2006 and 2005, and for the periods then ended, are the following consolidated financial statements of the Issuer and its subsidiary: Balance Sheet, Statement of Operations, Statement of Changes in Shareholder's Equity (Deficit) and Statement of Cash Flows.
Item 13. OTHER IMPORTANT INFORMATION -MERGER TERMINATION:
In July 2007, The Issuer entered into a merger agreement ("Agreement") with Strategic Gaming Investments, Inc. ("SGI"). On October 22, 2007, SGI and the Issuer terminated the Agreement by mutual consent ("Termination Agreement"). The Termination Agreement provides for, among other terms and conditions, the following:
? mutual general releases
? affiliate of SGI to purchase 1,000,000 shares of Issuer common stock for $200,000 and receive option to purchase additional 1,000,000 shares of Issuer common stock for $200,000, exercisable until December 15, 2007
? conversion of $500,000 of Issuer indebtedness owing to SGI into 2,500,000 shares of Issuer common stock
? Delivery of 2,500,000 shares of Issuer common stock to SGI upon consummation of a minimum $4,000,000 capital injection into Issuer, provided closing occurs by December 22, 2007
SUMMARY FINANCIAL INFORMATION:
The following summarizes certain financial information of the Issuer as of and for the periods indicated:
Six months ended Year ended
June 30, 2007 December 31, 2006
(Unaudited) (Audited)
Assets $884,431 $375,147
Liabilities $915,394 $185,439
Working Capital deficit $495,777 $36,841
Stockholders' Equity (Deficiency) $(30,963) $189,708
Revenues $ 425,180 $233,517
Profit (Loss) $(855,085) $(2,825,028)
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EXHIBIT A
FINANCIAL STATEMENTS
Periods Ended March 31, 2007 and June 30, 2007 (Unaudited)
Consolidated Financial Statements (unaudited):
Years Ended December 31, 2006 and 2005 (Audited)
Audited Consolidated Financial Statements:
AVAILABILITY OF FULL TEXT OF FINANCIAL STATEMENTS:
The Financial Statements indexed above can be viewed in their entirety by clicking the
following link: http://pokercreations.com/ir.html and selecting the desired statements or directly at http://pokercreations.com/ir/2005and2006.pdf and http://pokercreations.com/ir/2007q1andq2.pdf . A copy of the financial statements may also be obtained without charge by making a written request to CFO, Power Play Development Corporation, 2 Watson Place, Framingham, MA 01701.
Except for any historical information, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the company's ability to secure additional funding in a timely fashion, the company's ability to acquire new customers for its private branded online poker applications and the company's ability to increase the number of active players on its sites. Such statements are subject to a number of assumptions, risks and uncertainties. Readers are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in the forward-looking statements. The company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information or otherwise.