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): JULY 15, 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 (778) 863-2961
(including area code)
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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.
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 ASSET-BACKED SECURITIES
ITEM 6.01 ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL.
No events to report.
ITEM 6.02 CHANGE OF SERVICER OR TRUSTEE.
No events to report.
ITEM 6.03 CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT.
No events to report.
ITEM 6.04 FAILURE TO MAKE A REQUIRED DISTRIBUTION.
No events to report.
ITEM 6.05 SECURITIES ACT UPDATING DISCLOSURE.
No events to report.
SECTION 7 REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
No events to report.
SECTION 8 OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On July 15, 2005, the Board of Directors of the Corporation by
Resolution, agreed to a shares for debt exchange with creditor(s)
totaling 900,000 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:
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1. Resolution of the Board of Directors of LegalPlay
Entertainment Inc. dated July 15, 2005 regarding shares for
debt issuance.
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/ Cecil Morris
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Cecil Morris, Director
July 15, 2005
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Date