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