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): JANUARY 7, 2005
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 of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
Suite 201, 1166 Alberni Street V6E 3Z3
Vancouver, British Columbia, Canada
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (604) 408-0348
(including area code)
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Suite 308, 525 Seymour Street V6B 3H7
Vancouver, British Columbia, Canada
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(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 January 7th 2005, the Board of Directors of the Corporation by Resolution,
agreed to accept the resignation of Keith Andrews as a director 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.
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
January 7, 2005 regarding the resignation of a director.
2. Resignation of Keith Andrews, dated January 7, 2005.
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
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Gregory Cathcart, President
January 12, 2005
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Date