Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 16, 2011
Commission File No. 000-54346
CASINO PLAYERS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 54-2156042
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1150 Hillsboro Mile, Suite 1004
Hillsboro Beach, Florida 33062
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (954) 684-8288
Not Applicable
(Former name or former address, if changed since last report.)
With Copies to:
Joseph M. Patricola, Esq.
The Sourlis Law Firm
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Telephone: (732) 618-2843
www.SourlisLaw.com
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 (see General Instruction A.2. below):
[ ] Written communications 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))
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Item 1.01 - Entry into a Material Definitive Agreement.
The following discussion provides only a brief description of the document
described below. The discussion is qualified in its entirety by the full text
of the agreement, which is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated by reference herein,
Effective September 16, 2011, Casino Players, Inc., a Nevada corporation (the
"Company"), and Medical Application Research Corp., a Florida corporation
("Licensor"), entered into a License Agreement (the "License Agreement") on an
exclusive basis and for a perpetual term. Pursuant to the License Agreement,
Licensor grants certain exclusive rights under its proprietary intellectual
property related to the Medytox Product intellectual property inventory
("Licensed IP") to Company to utilize the Licensed IP on an exclusive,
perpetual, irrevocable, non-transferable right and license to utilize the
Licensed IP specifically in connection with the operation of the Company's
business involving the medical urinalysis toxicology testing industry.
In consideration for the execution of the License Agreement and for the
exclusivity of the license, the Company shall pay Licensor a monthly license
fee ("License Fee") consisting of fifteen percent (15%) of all gross revenue
of the Company for the Licensed IP and six dollars ($6.00) per urinalysis test
for use of the Medytox software. The License Fee shall be due and payable
within twenty (20) days after the end of the month in which business is
conducted under the grant of the Licensed IP. The Company shall also
immediately issue Licensor twenty million (20,000,000) shares of its preferred
stock with designations as agreed upon by the Parties. When the aggregate
monthly collected revenue equals $2,500,000 in any future given month,
Licensor shall have the right to convert any number of its preferred shares to
common stock of the Company and the license fee for the Licensed IP shall
immediately be revised downward to five percent (5%) of collected gross
revenue.
There are no material relationships between the Company or its affiliates and
any of the parties to the License Agreement, other than with respect to the
License Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Exclusive License Agreement, dated as of September 16, 2011 by and
between the Company and Medical Application Research Corp.
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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 thereunto duly authorized.
CASINO PLAYERS, INC.
Date: September 19, 2010 By: /s/ WILLIAM G. FORHAN
William G. Forhan
CEO, CFO, and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
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