SP Holding Corporation, incorporated in 1994, is a non-operating public shell company subsequent to the sale of its operating assets to P-com, Inc. on December 10, 2003. The Company plans to operate as a development stage enterprise while it explores other business opportunities. During the years ended December 31, 2005 and 2004, the Company's business operations were limited to sustaining the public shell vehicle. SP Holding did not have revenues on 2004 or 2005. On June 15, 2005, stockholders approved an amendment to the Company's certificate of incorporation changing the name of the Company from SPEEDCOM Wireless Corporation to SP Holding Corporation. On February 10, 2006, the Company and Planetwide Games, Inc., a privately held provider of branded online video games and software, entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement). Under the terms of the Merger Agreement, the parties have agreed that all outstanding shares of Planetwide Games common stock, $0.0001 par value, will be exchanged for shares of the Company's common stock, $0.001 par value, and SP Holding will assume all of the stock options, warrants and convertible securities of Planetwide Games. After the consummation of the merger, Planetwide Games security holders, together with investors in a separate private offering anticipated to close near the time of the merger, are anticipated to own approximately 95% of the Company on a fully diluted basis. The two companies intend to change the name of the Company to Planetwide Games Corporation shortly after the closing. The merger is expected to be tax-free to the stockholders of both companies. Consummation of the merger is subject to certain closing conditions. The parties intend to consummate the merger on or before May 24, 2006.