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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): FEBRUARY 8, 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
Vancouver, British Columbia, Canada V6E 3Z3
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (604) 408-0348
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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.
On February 8 2005, the Registrant's Board of Directors agreed,
by resolution, to terminate the services of their principal
accountant, Pannell Kerr Forster, Chartered Accountants of
Vancouver, Canada. They further resolved to hire the accounting
firm, Amisano Hanson Chartered Accountants, as their replacement.
The decision to change the Registrant's certified accountant had
nothing to do with the performance of the former accountant's
services. Pannell Kerr Forster's report in the 2002 and 2003
Financial Statements did not contain an adverse opinion or
disclaimer of opinion, nor were the statements modified as to
uncertainty, audit scope, or accounting principles.
The Registrant did not have any disagreements with Pannell Kerr
Forster, either resolved or unresolved from the Company's
inception on May 3 1989 through to the last audited financial
statements at December 31, 2003 nor during the interim period
from January 1 2004 to February 8 2005. The Company and Pannell
Kerr Forster did not disagree on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Pannell
Kerr Forster satisfaction, would have caused them to make
reference to the subject matter of the disagreement(s) in
connection with their report.
The Company has given Pannell Kerr Forster authorization to fully
respond to the inquiries of the Company's new accountants,
Amisano Hanson, concerning the previous financial statements
audited by Pannell Kerr Forster. There were no limitations placed
upon Pannell Kerr Forster, whatsoever.
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 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:
---------
1. Resolution of the Board of Directors of LegalPlay
Entertainment Inc. dated February 8, 2005.
2. Letter from Registrant to Pannell Kerr Forster dated
February 10, 2005.
3. Letter from Pannell Kerr Forster, addressed to the
Commission, stating they agree with the statements made by
the issuer in the Form 8-K.
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
February 11, 2005
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Date