-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QRZE99TmQGVbvtiv56OdGorkoWnbCBfpzPfNU51gyINGgIISkAoa8hgZPyOrR3bM SfIa1q1GbqUmAs9YwUOBfg== 0001015402-04-005648.txt : 20041230 0001015402-04-005648.hdr.sgml : 20041230 20041230170509 ACCESSION NUMBER: 0001015402-04-005648 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041229 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041230 DATE AS OF CHANGE: 20041230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POKER COM INC CENTRAL INDEX KEY: 0001102432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980199508 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29219 FILM NUMBER: 041234682 BUSINESS ADDRESS: STREET 1: 1502-1166 ALBERNI ST VANCOUVER STREET 2: BRITISH COLUMBIA CITY: CANADA V6E 3Z3 STATE: A1 BUSINESS PHONE: 6046895998 MAIL ADDRESS: STREET 1: 1502-1166 ALBERNI ST VANCOUVER STREET 2: BRITISH COLUMBIA CITY: CANADA V6E 3Z3 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 29, 2004 LEGALPLAY ENTERTAINMENT INC. ---------------------------- (Exact name of registrant as specified in its charter) Florida 000-29219 98-0199508 - ------------------------------- ----------------- ------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) Suite 201, 1166 Alberni Street V6E 3Z3 Vancouver, British Columbia, Canada - ------------------------------------------ ------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number --- (604) 408-0348 (including area code) Suite 308, 525 Seymour Street V6B 3H7 Vancouver, British Columbia, Canada - ------------------------------------------ ------------------------- (Former name or former address if (Zip Code) changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. [_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. No events to report. ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. No events to report. ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP. No events to report. SECTION 2 FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. No events to report. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. No events to report. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF- BALANCE SHEET ARRANGEMENT OF A REGISTRANT. No events to report. ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT. No events to report. ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. No events to report. ITEM 2.06 MATERIAL IMPAIRMENTS. No events to report. SECTION 3 SECURITIES AND TRADING MARKETS ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. No events to report. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. No events to report. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. No events to report. SECTION 4 MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. No events to report. ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. No events to report. SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. No events to report. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On December 29th 2004, the Board of Directors of the Corporation by Resolution, agreed to accept the resignation of Mark Glusing as President and Chief Executive Officer, effective immediately. The Board of Directors by Resolution, agreed to appoint Gregory Cathcart as a director and President of the Corporation, effective immediately. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. No events to report. ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFITS PLAN. No events to report. ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. No events to report. SECTION 6 [RESERVED] SECTION 7 REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE. No events to report. SECTION 8 OTHER EVENTS ITEM 8.01 OTHER EVENTS. On December 29th 2004, the Board of Directors of the Corporation by Resolution, agreed to a shares for debt exchange with creditor(s) totaling 7,000,000 Common Shares at an exchange price per share of $0.01. These shares will be issued under the conditions of Rule 144 and are to contain an appropriate restrictive legend. SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibits: --------- 1. Resolution of the Board of Directors of LegalPlay Entertainment Inc. dated December 29, 2004 regarding shares for debt issuance. 2. Resolution of the Board of Directors of LegalPlay Entertainment Inc. dated December 29, 2004 regarding resignation and appointment of directors. 3. Resignation of Mark Glusing, dated December 29, 2004.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LEGALPLAY ENTERTAINMENT INC. /s/ Gregory Cathcart - ----------------------------------- Gregory Cathcart, President December 29, 2004 - ----------------------------------- Date EX-1 2 doc2.txt EXHIBIT 1 EXHIBIT 1 MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF LEGALPLAY ENTERTAINMENT INC. HELD ON THE 29th DAY OF DECEMBER, 2004 The following resolutions were passed by the Board of Directors of LEGALPLAY ENTERTAINMENT INC. (the "Corporation") having been consented to and adopted in writing by all the Directors of the Corporation as at December 29th 2004. SHARES FOR DEBT EXCHANGE WITH CREDITORS: - ---------------------------------------- Uninet Technologies Inc. 7,000,000 TOTAL SHARES TO BE ISSUED FOR DEBT: 7,000,000 - ----------------------------------- WHEREAS the Corporation is indebted and will be indebted to persons and companies for their performance of duties, services and/or providing loans to the Corporation as described above; AND WHEREAS the Corporation wishes to repay a portion of the loans provided to the Corporation; AND WHEREAS the creditor(s) are willing to be reimbursed in settlement of a portion of their outstanding debts owed in the aggregate of US$70,000.00 in exchange for common shares of the Corporation and an agreement has been reached to value the settlement or payment at an exchange per common share price of $0.01; THEREFORE IT BE RESOLVED that the Corporation issue SEVEN MILLION (7,000,000) shares representing 21.16% to the Creditors and agents in partial settlement of debts owed and to be paid for future considerations at an exchange price per common share of $0.01. These shares will be issued under the conditions of Rule 144 and are to contain an appropriate restrictive legend. AND FURTHER RESOLVED, that the President of LegalPlay Entertainment Inc. is instructed to notify the Transfer Agent, Interwest Transfer Company, Inc. to effect the issuance of the shares. Effective this 29th day of December, 2004. /s/ Cecil Morris - ---------------------------------- Cecil Morris, Director /s/ Gregory Cathcart - ---------------------------------- Gregory Cathcart, Director Accepted for filing in the Corporation's records this 29th day of December,2004. /s/ Gregory Cathcart ---------------------------------- Gregory Cathcart, President EX-2 3 doc3.txt EXHIBIT 2 EXHIBIT 2 MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF LEGALPLAY ENTERTAINMENT INC. HELD ON THE 29th DAY OF DECEMBER, 2004 The following resolutions were passed by the Board of Directors of LEGALPLAY ENTERTAINMENT INC. (the "Corporation") having been consented to and adopted in writing by all the Directors of the Corporation as at December 29th 2004. WHEREAS the undersigned are Directors of LEGALPLAY ENTERTAINMENT INC., a Florida company, and they desire to take the action hereinafter set forth without a duly called meeting of the Directors. NOW THEREFORE the undersigned hereby adopts the following resolutions, which shall have the same force and effect as if adopted at a duly called meeting of the Directors: RESOLVED THAT: 1. The Board of Directors accepts the resignation of Mr. Mark Glusing as President and director; 2. The Board of Directors appoints Mr. Gregory Cathcart as a director of the Corporation. Mr. Cathcart has agreed, by written consent, to act as a director of the Corporation; and 3. The Board of Directors appoints Mr. Gregory Cathcart to the position of President of the Corporation. Mr. Cathcart has agreed, by written consent, to act as an officer of the Corporation. 4. The Board of Directors does hereby resolve to change the bank account(s) signing officer(s) to the sole signatory of Gregory Cathcart. 5. The Board of Directors does hereby grant to Gregory Cathcart the authority to effect the terms of the resolutions as set out herein. EFFECTIVE this 29th day of December, 2004. /s/ Cecil Morris /s/ Keith Andrews - ---------------------------------- ---------------------------------- Cecil Morris, Director Keith Andrews, Director /s/ Gregory Cathcart - ---------------------------------- Gregory Cathcart, Director Accepted for filing in the Corporation's records this 29th day of December, 2004. /s/ Gregory Cathcart ---------------------------------- Gregory Cathcart, President EX-3 4 doc4.txt EXHIBIT 3 EXHIBIT 3 MARK GLUSING Suite 308, 525 Seymour Street, Vancouver, BC V6B 3H7 - -------------------------------------------------------------------------------- December 29, 2004 Board of Directors LegalPlay Entertainment Inc. Suite 308, 525 Seymour Street Vancouver, BC V6B 3H7 To the Board of Directors, I, Mark Glusing, hereby resign as President and Chief Executive Officer for Legal Play Entertainment Inc., effective immediately. Regards, /s/ Mark Glusing - ---------------------------------- Mark Glusing I hereby CERTIFY THAT THIS IS A TRUE COPY of Mark Glusing's resignation dated December 29, 2004 /s/ Gregory Cathcart - ---------------------------------- Gregory Cathcart, President -----END PRIVACY-ENHANCED MESSAGE-----