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): NOVEMBER 9, 2004
LEGALPLAY ENTERTAINMENT INC.
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(Exact name of registrant as specified in its charter)
Florida 000-29219 98-0199508
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(State or other jurisdiction (Commission File Number) (IRS Employer)
of incorporation or organization) Identification No.)
Suite 308, 525 Seymour Street V6B 3H7
Vancouver, British Columbia, Canada
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (604) 341-1882
(including area code) ---------
Suite 630, 1188 W. Georgia Street V6E 4A2
Vancouver, British Columbia, Canada
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(Former name or former address if changed since last report) (Zip Code)
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.
On November 9th 2004 the Board of Directors entered into an Agreement
with Uninet Technologies Inc. ("Uninet") in regards to compensating
Uninet for their services, in relation to the legal prosecution
against Ala Corp and Communication Services Inc. The payment terms of
the Agreement were as follows:
1. For prosecuting the action against Ala Corp., Uninet will be
entitled to a 50% ownership in the rights of the URL
"www.poker.com". Therefore, entitling Uninet to receive 50% of
all revenue received by LegalPlay Entertainment in using and/or
re-licensing the URL to a third party.
2. In the event LegalPlay Entertainment is unable to continue to
contribute fees to the proposed legal action to recover the use
of the URL "www.poker.com", the Company hereby agrees to assign
NINETY per cent (90%) of their right, title and interest in and
to the use of the URL to Uninet. In this regard, the Company
irrevocably undertakes to allow Uninet to act for and/or
represent the Company in order to continue prosecuting the joint
action against CSI and any other action that Uninet believes
should be taken against Ala Corp. and/or CSI, for which costs
Uninet will be responsible.
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.
No events to report.
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 event to report.
SECTION 8 OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
No events to report.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
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1. Resolution of the Board of Directors of LegalPlay
Entertainment Inc. dated November 9, 2004
2. Agreement between LegalPlay Entertainment Inc. and Uninet
Technologies Inc., dated November 9, 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/ Mark Glusing
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Mark Glusing, President
November 10, 2004
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Date