Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. ____________
CASINO PLAYERS, INC.
(Exact name of registrant as specified in its charter)
Nevada 54-2156042
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1501 S Ocean Blvd
Suite 326
Pompano Beach, Florida 33062
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (954) 684-8288
With Copies to:
Virginia K Sourlis, Esq.
The Sourlis Law Firm
214 Broad Street
Red Bank, New Jersey 07701
Telephone: (732) 530-9007
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405
of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
[ ] Yes [X ] No
1
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," "non-
accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
[ ] Yes [X ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: As of May 5, 2010, there were
30,817,200 shares of common stock, par value $0.0001 per share, of the
Registrant issued and outstanding.
2
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 22
Item 4T. Controls and Procedures 22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 1A. Risk Factors 23
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 23
Item 3. Defaults Upon Senior Securities 23
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 5. Other Information 24
Item 6. Exhibits 24
SIGNATURES 24
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CASINO PLAYERS, INC.
BALANCE SHEETS
March 31, 2010 (Unaudited) and December 31, 2009
ASSETS
2010 2009
--------------- ---------------
(Unaudited)
Cash and cash equivalents $1,635 $117
Total current assets 1,635 117
--------------- ---------------
Property and equipment, net of accumulated depreciation
of $5,875 and $5,500, respectively 4,769 5,144
--------------- ---------------
$6,404 $5,261
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $53,931 $41,031
Loans from shareholders 33,276 30,025
Accrued compensation 399,900 399,900
--------------- ---------------
Total current liabilities 487,107 470,956
--------------- ---------------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value, 20,000,000 shares
authorized and -0- shares outstanding - -
Common stock, $.0001 par value, 200,000,000
shares authorized, 30,817,200 and 30,456,700
shares issued and outstanding, respectively 3,082 3,046
Additional paid-in capital 404,291 379,202
Accumulated deficit (888,076) (847,943)
--------------- ---------------
Total stockholders' equity (deficit) (480,703) (465,695)
--------------- ---------------
Total liabilities and stockholders' equity (deficit) $6,404 $5,261
=============== ===============
See accompanying notes to these financial statements
4
CASINO PLAYERS, INC.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2010 and 2009
2010 2009
--------------- ---------------
(Unaudited)
Sales and commissions earned $5,602 $1,307
Operating expenses 45,232 2,647
--------------- ---------------
Income (loss) from operations (39,630) (1,340)
Other income (expense)
Interest expense (503) (2,527)
--------------- ---------------
Net (loss) before provision for income taxes (40,133) (3,867)
Provision for income taxes - -
--------------- ---------------
Net (loss) $(40,133) $(3,867)
=============== ===============
Basic and diluted loss per common share $- $-
=============== ===============
Weighted average common shares outstanding 30,719,621 29,350,000
=============== ===============
See accompanying notes to these financial statements
5
CASINO PLAYERS, INC.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2010 and 2009
2010 2009
--------------- ---------------
(Unaudited)
Cash flows from operating activities:
Net income (loss) $(40,133) $(3,867)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 375 375
Stock issued for services 25,000 -
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses 12,900 1,763
Increase in due from shareholder 3,251 1,562
--------------- ---------------
Cash flows provided from operation activities 1,393 (167)
--------------- ---------------
Cash flows provided from financing activities:
Proceeds from sale of common stock 125 -
--------------- ---------------
Cash flows provided from financing activities 125 -
--------------- ---------------
Net change in cash and cash equivalents 1,518 (167)
Cash and cash equivalents, beginning of period 117 263
--------------- ---------------
Cash and cash equivalents, end of period $1,635 $96
=============== ===============
Supplemental disclosure:
Interest paid $503 $2,527
=============== ===============
Taxes paid $- $-
=============== ===============
See accompanying notes to these financial statements
6
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization
Casino Players, Inc. was organized July 20, 2005 under the laws of the State
of Nevada. The Company is a casino representative company offering comp rooms
to rated players. The Company's revenues are a percentage of the amount of
income the casino earns from the rated player. The casino tracks the play of
the rated player to determine its gross income, and the Company then is paid
its contractual percentage based on that income, realized at the time of play.
Basis of Accounting
We have prepared the accompanying consolidated financial statements pursuant
to the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, these financial statements give effect to all normal
recurring adjustments necessary to present fairly the financial position and
results of operations and cash flows of the Company.
Although we believe that the disclosures included in our financial statements
are adequate to make the information presented not misleading, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. Accordingly, the accompanying financial statements should be read in
conjunction with the Company's latest annual report on Form 10-K for the year
ended December 31, 2009 filed with the Securities and Exchange Commission (the
"SEC").
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Actual results could differ
from these estimates.
The results of operations for the three months ended March 31, 2010 are not
necessarily indicative of the results to be expected for the full 2010 year.
Certain prior period amounts have been reclassified to conform to current-
period presentation. These reclassifications had no effect on net loss for the
periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. The most
significant estimates included in the preparation of the financial statements
are related to asset lives and accruals.
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CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
Income taxes
We account for income taxes in accordance with ASC 740, Accounting for Income
Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.
Under this method, deferred income taxes are determined based on the estimated
future tax effects of differences between the financial statement and tax
basis of assets and liabilities given the provisions of enacted tax laws.
Deferred income tax provisions and benefits are based on changes to the assets
or liabilities from year to year. In providing for deferred taxes, we consider
tax regulations of the jurisdictions in which we operate, estimates of future
taxable income, and available tax planning strategies. If tax regulations,
operating results or the ability to implement tax-planning strategies vary,
adjustments to the carrying value of deferred tax assets and liabilities may
be required. Valuation allowances are recorded related to deferred tax assets
based on the "more likely than not" criteria of ASC 740.
ASC 740-10 requires that we recognize the financial statement benefit of a tax
position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the "more-likely-than-not" threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement with the relevant tax
authority.
Earnings Per Share
Basic earnings per share is computed based on the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average common shares and all potentially dilutive common
shares outstanding during the period.
NOTE 2: GOING CONCERN
The accompanying Financial Statements have been prepared assuming that the
company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable period of time. The company has incurred an
operating loss of approximately $888,076 since inception. The future of the
company is dependent on its ability to obtain funding from its anticipated
funding of its S-1 with the Securities and Exchange Commission. Although the
company plans to pursue its equity funding, there can be no assurance that the
company will be able raise sufficient working capital to maintain its
operations. If the Company is unable to raise the necessary working capital
though the equity funding it will be forced to continue relying on cash from
operations and loans from related parties to satisfy its working capital
needs. There can be no assurance that the company will be able rely on these
sources to maintain its operations.
8
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
NOTE 3: INCOME TAXES
The provision for income taxes and the effective tax rates for the three
months ended March 31, 2010 and 2009 were computed by applying the federal and
state statutory corporate tax rates as follows:
2010 2009
Provisions for income taxes at statutory federal rate $14,038 $1,353
Valuation allowance (14,038) (1,353)
--------------- ---------------
Net income tax provision $-0- $-0-
=============== ===============
The reported income tax at the statutory rate 34% 34%
State rate, net of federal income tax 5% 5%
Valuation allowance -39% -39%
--------------- ---------------
Effective income tax rate 0% 0%
=============== ===============
Our Federal net operating loss ("NOL") carryforward balance as of December 31,
2009 was $760,000, expiring between 2010 and 2029. Management has reviewed the
provisions of ASC 740 regarding assessment of their valuation allowance on
deferred tax assets and based on that criteria determined that it does not
have sufficient taxable income to offset those assets. Therefore, Management
has assessed the realization of the deferred tax assets and has determined
that it is more likely than not that they will not be realized.
The Company adopted the provisions of ASC 740, previously FASB Interpretation
No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, on January 1,
2007. Previously the Company has accounted for tax contingencies in accordance
with Statement of Financial Accounting Standards 5, Accounting for
Contingencies. The statute of limitations is still open on years 2006 and
subsequent. The Company recognizes the financial statement impact of a tax
position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement with the relevant tax
authority. At the adoption date the Company applied ASC 740 to all tax
positions for which the statute of limitations remained open. As a result of
the implementation of ASC 740, the Company did not recognize a material
increase in the liability for uncertain tax positions.
The Company is subject to income taxes in the U.S. federal jurisdiction and
the state of Florida. The tax regulations within each jurisdiction are subject
to interpretation of related tax laws and regulations and require significant
judgment to apply. With few exceptions, the Company is no longer subject to
U.S. federal, state and local examinations by tax authorities for the years
before 2006.
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CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
NOTE 4: STOCK BASED COMPENSATION
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are
recorded based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration
received or the fair value of the equity instrument, whichever is more
reliably measurable. The Company did issued 360,000 shares as stock-based
compensation during the three months ended March 31, 2010. The shares were
valued at $0.07 per share, the fair value of the shares at the date of
issuance. A charge of $25,000 is included in the income statement for the
three months ended March 31, 2010.
NOTE 5: LOANS FROM SHAREHOLDERS
A shareholder has advanced various loans to the Company for the payment of
certain operating expenses. The loans are non-interest bearing and are due on
demand. Loans from shareholders at March 31, 2010 amounted to $33,276.
NOTE 6: STOCKHOLDERS EQUITY
The Company issued a total of 500 shares of its common stock at $0.25 per
share for cash during the three months ended March 31, 2010.
NOTE 7: RECENT ACCOUNTING PRONOUNCEMENTS
On January 1, 2009, the Company adopted accounting guidance issued by the
Financial Accounting Standards Board ("FASB") which had previously deferred
the effective date of fair value measurements for all nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed in
financial statements at fair value on a recurring basis (at least annually).
The adoption of this guidance did not have a material impact on the financial
statements.
In December 2007, the FASB issued a standard to change how an entity accounts
for the acquisition of a business. The standard carries forward the existing
requirements to account for all business combinations using the acquisition
method (formerly called the purchase method). In general, it requires
acquisition-date fair value measurement of identifiable assets acquired,
liabilities assumed, and noncontrolling interests in the acquiree. The
adoption of this guidance did not have a material impact on the financial
statements.
The new measurement requirements result in the recognition of the full amount
of acquisition-date goodwill, which includes amounts attributable to
noncontrolling interests. The acquirer recognizes in income any gain or loss
on the remeasurement to acquisition-date fair value of consideration
transferred or of previously acquired equity interests in the acquiree.
Neither the direct costs incurred to effect a business combination nor the
costs the acquirer expects to incur under a plan to restructure an acquired
business may be included as part of the business combination accounting. As a
result, those costs are charged to expense when incurred, except for debt or
equity issuance costs, which are accounted for in accordance with other
generally accepted accounting principles.
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CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
The statement also changes the accounting for contingent consideration, in
process research and development, and restructuring costs. In addition, after
the statement is adopted, changes in uncertain tax positions or valuation
allowances for deferred tax assets acquired in a business combination are
recognized as adjustments to income tax expense or contributed capital, as
appropriate, even if the deferred tax asset or tax position was initially
acquired prior to the effective date of the statement. The Company adopted the
statement as of the required effective date of January 1, 2009 and applies its
provisions prospectively to business combinations that occur after adoption.
The adoption of this guidance did not have a material impact on the financial
statements.
In April 2008, the FASB issued a statement to provide guidance for determining
the useful life of recognized intangible assets and to improve consistency
between the period of expected cash flows used to measure the fair value of a
recognized intangible asset and the useful life of the intangible asset. The
statement requires that an entity consider its own historical experience in
renewing or extending similar arrangements. However, the entity must adjust
that experience based on entity-specific factors included in the statement. If
the company lacks historical experience to consider for similar arrangements,
it would consider assumptions that market participants would use about renewal
or extension, as adjusted for the entity-specific factors under the statement.
The adoption of this guidance did not have a material impact on the financial
statements.
On January 1, 2007, the Company adopted accounting guidance issued by the FASB
which had previously deferred the effective date of the statement related to
uncertain tax positions. As required by the uncertain tax position guidance,
the Company recognizes the financial statement benefit of a tax position only
after determining that the relevant tax authority would more likely than not
sustain the position following an audit. For tax positions meeting the more-
likely-than-not threshold, the amount recognized in the financial statements
is the largest benefit that has a greater than 50 percent likelihood of being
realized upon ultimate settlement with the relevant tax authority. At the
adoption date, the Company applied the uncertain tax position guidance to all
tax positions for which the statute of limitations remained open. The Company
files a federal income tax return and certain state income tax returns. Tax
regulations within each jurisdiction are subject to the interpretation of the
related tax laws and regulations and require significant judgment to apply.
With few exceptions, the Company is no longer subject to U.S. federal and
state income tax examinations by tax authorities for the years before 2006.
The adoption of this guidance did not have a material impact on the financial
statements.
In May 2009, the FASB issued a statement to incorporate the accounting and
disclosure requirements for subsequent events into U.S. generally accepted
accounting principles which was amended in February 2010. The statement, as
amended, introduces new terminology, defines a date through which management
must evaluate subsequent events, and lists the circumstances under which an
entity must recognize and disclose events or transactions occurring after the
balance-sheet date. The Company adopted the statement as of June 30, 2009,
which was the required effective date.
11
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
The Company adopted authoritative guidance issued by the FASB codifying U.S.
GAAP. The adoption of this authoritative guidance changed how the Company
references U.S. GAAP in the financial statement disclosures. The guidance is
effective for financial statements issued for interim and annual periods
ending after September 15, 2009. Applying the guidance did not impact the
Company's financial condition and results of operations. The Company has
revised its references to pre-Codification GAAP in its financial statements.
In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 "Equity Topic 505 - Accounting for Distributions to Shareholders with
Components of Stock and Cash", which clarify that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or
stock with a potential limitation on the total amount of cash that all
shareholders can elect to receive in the aggregate is considered a share
issuance that is reflected in EPS prospectively and is not a stock dividend
for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share
("EPS")). Those distributions should be accounted for and included in EPS
calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45
through 45-47 of the FASB Accounting Standards codification. The amendments
in this Update also provide a technical correction to the Accounting Standards
Codification. The correction moves guidance that was previously included in
the Overview and Background Section to the definition of a stock dividend in
the Master Glossary. That guidance indicates that a stock dividend takes
nothing from the property of the corporation and adds nothing to the interests
of the stockholders. It also indicates that the proportional interest of each
shareholder remains the same, and is a key factor to consider in determining
whether a distribution is a stock dividend. The adoption of this guidance did
not have a material impact on the financial statements.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect
on the accompanying financial statements
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Forward-Looking Statements
This Report contains statements that we believe are, or may be considered to
be, "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included in this Report regarding the prospects of our
industry or our prospects, plans, financial position or business strategy, may
constitute forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking words such as "may,"
"will," "expect," "intend," "estimate," "foresee," "project," "anticipate,"
"believe," "plans," "forecasts," "continue" or "could" or the negatives of
these terms or variations of them or similar terms. Furthermore, such forward-
looking statements may be included in various filings that we make with the
SEC or press releases or oral statements made by or with the approval of one
of our authorized executive officers. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot assure you that these expectations will prove to be correct. These
forward-looking statements are subject to certain known and unknown risks and
uncertainties, as well as assumptions that could cause actual results to
differ materially from those reflected in these forward-looking statements.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which reflect management's opinions only as of
the date hereof. Except as required by law, we undertake no obligation to
revise or publicly release the results of any revision to any forward-looking
statements. You are advised, however, to consult any additional disclosures we
make in our reports to the SEC. All subsequent written and oral forward-
looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained
in this Report.
Unless stated otherwise, the words "we," "us," "our," the "Company," or
"Casino Players, Inc." in this section collectively refer to Casino Players,
Inc. and Casino Rated Players, Inc.
Who We Are
Casino Players, Inc. (the "Company") was incorporated on July 19, 2005 in the
state of Nevada. We are a casino representation company that conducts
business under the trade name and service mark "Casino Rated Players." We
offer free casino resort rooms to qualified gamblers who are approved by the
casino of their choice. Our website is www.CreditRatedPlayers.com. The
contents of our website are not incorporated by reference herein.
We have one subsidiary, Casino Rated Players, Inc. ("CRP"), a casino
representation company ("Rep Company" or "Casino Rep Company"). A Casino Rep
Company is essentially an extension of a casino's marketing department that
markets casino resorts to low and high rollers (gamblers) for which it
receives a commission based on the player's loss or total wagers during the
player's stay at the casino.
We record revenue after a player departs a casino or cruise line if we have
confirmation of commission amount due. Sometimes, however, it can take up to a
week to receive confirmation that a player has qualified for the Company to
receive a commission.
Our casino player is identified when he/she informs the casino dealer/manager
that he/she is a "Casino Rated Player" and shows his/her player identification
card. The casino manager then writes down the start of the player's playing
time and watches to determine average bet and hours played. The tracking
procedure is left up to the casino, and we rely on gaming
13
information provided by the casino's management. In some instances, it has
come to our attention that our players' losses and average bets exceeded those
reported by the casino, thereby reducing our commissions since we make a
commission based on a player's loss at the casino. The Company has no
recourse other than to not return players to that casino.
Our business strategy is to utilize the internet to communicate with gamblers
and make them aware of our services to provide free rooms and amenities at
casinos in North America and the Caribbean.
To date, the Company has not had advertising funds to market its
services. We anticipate revenues increasing after marketing dollars are
available to promote the Company's services even though revenues over the past
18 months have been insignificant and the trend has been decreasing. We
estimate that we need $150,000 to commence a six month marketing strategy.
Our Services
Through our website, www.CasinoRatedPlayers.com (the contents of which are not
incorporated by reference herein), we offer 4 services to gamblers seeking
gambling and entertainment. Applicants complete a reservation form on our
website and indicate his/her dates of travel and first and second place
priority casinos. The Company returns a confirmation to the applicant to
receive a casino rate for his/her room with the betting requirements for the
casino of his/her choice. Applicants are charged a one-time $30 per room
administrative fee after we confirm their casino room rate and qualifications
to earn a free room under "Play to Qualify." We do not charge for any
services other than a "Play to Qualify" reservation. "Play to Qualify" is a
service we offer to players that do not have a history of gaming and want to
qualify for free casino resort rooms. We contact the casino and request a
casino rate for "Play to Qualify" rooms. The casino normally offers a discount
of 50% off of the normal rate. The player uses his/her credit card to check
into the casino and is notified at check out if they qualified for a free
room. If they do not qualify, the casino rate is charged to the player's
credit card. The player pays the Company a service fee of $30 for making the
reservation; and if the player qualifies for a free room, we receive a Casino
Rep commission from the casino.
Below is a description of the 4 services we offer:
(1) Discounted Casino Tour Packages to Non-Qualified players. We create our
own casino tour and travel packages to Las Vegas that include a hotel room, a
transfer from the airport to the hotel, two buffet meals, one ticket to the
show, Jubilee, a $25 match play coupon (the casino provides $25 of gaming
chips to start the player's gaming, after the player puts up $25 cash to buy
$25 in chips), and discounted wine/spa/and other coupons. Las Vegas is the
only destination that we offer gaming tours to non qualified players.
(2) Complimentary Casino Resort Rooms and Suites. We offer complimentary
casino resort rooms and suites to players that qualify based on average bet
and hours of daily playing, confirmed as a qualified player by the casino
resort selected by the player. The player contacts us online requesting a free
room or "Play to Qualify" room, we respond with a confirmation of their
request and follow up with an e-mail, confirming their room after the casino
confirms availability and free room or Play to Qualify room rate.
(3) Poker Cruises to the Caribbean. We are currently negotiating with two
cruise lines to offer "Poker Mini Tournaments" to all passengers. If we are
successful, we will operate the tournaments to all passengers and market poker
cruises to the public, offering discounted cabin pricing.
14
(4) Free Cruise Cabins to Qualified Players. We offer qualified players
complimentary cruise cabins to the Caribbean. The player qualifies by playing
casino games for four hours a day with an average bet of $150 or more,
depending on the retail value of the cruise.
The Company sent over 100 gamblers to casino resorts in 2007 and less than 50
in 2008, we sent 80 gamblers to casinos in 2009.. They were all "Play to
Qualify" players.
Casino Licenses
A Casino Rep Company needs a gaming license from each state that the Casino
Rep Company wants to send players and a casino rep agreement from the relevant
casino. We are licensed in Nevada, New Jersey, the Bahamas, Foxwoods in
Connecticut and Puerto Rico. In granting the licenses in the foregoing
territories, the relative gaming commissions and casino completed a customary
and thorough background check on Joseph Fahoome, the President of Casino Rated
Players. We have a total 25 licenses, 14 of which are with Harrah's Casinos.
History:
We have been in business since 2004, operating out of Ft. Lauderdale, Florida,
and Detroit, Michigan. Our President, Joseph Fahoome, has over 30 years
experience in owning and operating a Casino Rep Company in Detroit and
relocated to Ft. Lauderdale in 2004 to operate Casino Rated Players. Mr.
Fahoome owned a Casino Rep business in Detroit for over 30 years, sending
players primarily to Las Vegas and Atlantic City in groups of 10 to 100
players. The marketplace changed in Detroit when three new casinos
simultaneously opened in Detroit, all operating 24 hours a day, 7 days a week
and offering the same games and entertainment Las Vegas and Atlantic City
offered, resulting in dramatic decrease of players' interest in Las Vegas or
Atlantic City.
Offices:
Our offices are located at 1501 S. Ocean Blvd., Suite 236, Pompano Beach,
Florida; our telephone number is (954) 684-8288.
Going Concern
At March 31, 2010, we had $1,635 in cash on hand and a stockholders' deficit
of $(480,703) in their 2009 audit report, our auditors have expressed their
doubt as to our ability to continue as a going concern. Since our inception
on July 19, 2005, we have an accumulated deficit of $(888,051) and our Company
has incurred $40,108 in operating losses in the 1st quarter 2010.
Industry Trends
Our performance depends on the impact of economic conditions on levels of
consumer spending. Recently, the gaming industry has experienced decreasing
revenues and several casinos have filed for bankruptcy protection under
Chapter 11 of the bankruptcy laws. As a result of the credit market crisis,
coupled with declining consumer and business confidence, recession worries,
and other challenges currently affecting the global economy, consumers are
continuing to curb discretionary spending, which is having an effect on our
business.
15
Certain of our Casino Rep competitors are much larger and well established and
have significant financing in place for growth. There are over 800 similar
Casino Reps in the marketplace. They may have lower overhead cost structures
and may, therefore, be able to provide their products at lower prices than we
can. We have elected to focus our marketing efforts on a niche of smaller-
stakes players that do not have the financial clout to request free or heavily
discounted rooms at many casino destinations.
Casinos are our strongest competition and spend millions of dollars to
advertise their loyalty programs to past casino players. In addition, they
send direct mailing invitations to our past guests and offer them free rooms
and amenities, which exceed our services. Casinos also have hosts on site to
take care of players and have the ability to offer more complimentary services
then we can offer, which sways the player to go directly to the casino host
for their next trip, versus using us. We expect casinos to increase their
marketing efforts due to the worldwide decrease of gaming revenues due to the
recession.
The Company's success in its business will depend in part upon its continued
ability to enhance its existing products and services, to introduce new
products and services quickly and cost effectively to meet evolving customer
needs, to achieve market acceptance for new product and service offerings and
to respond to emerging industry standards and other technological changes.
There can be no assurance that the Company will be able to respond effectively
to technological changes or new industry standards. Moreover, there can be no
assurance that competitors of the Company will not develop competitive
products, or that any such competitive products will not have an adverse
effect upon the Company's operating results.
Moreover, management intends to continue to implement "best practices" and
other established process improvements in its operations going forward. There
can be no assurance that the Company will be successful in refining, enhancing
and developing its operating strategies and systems going forward, that the
costs associated with refining, enhancing and developing such strategies and
systems will not increase significantly in future periods or that the
Company's existing software and technology will not become obsolete as a
result of ongoing technological developments in the marketplace.
Results of Operations
For the Three Months Ended March 31, 2010 Compared to Three Months Ended March
31, 2009
Assets
At March 31, 2010, we had total assets of $6,404, compared to $5,261 December
31, 2009. Total assets at March 31, 2010 consisted of $1,635 in cash on hand
and $4,769 in property and property equipment. Total assets at December 31,
2009 consisted of $117 in cash on hand and $5,144 in property and equipment
(net of depreciation).
Liabilities
Our total liabilities were $487,107 at March 31, 2010 compared to $470,956 at
December 31, 2009. The increase was primarily due to $3,300 in loans from
shareholders and professional fees of $12,851 accrued.
Total Stockholders' Deficit
Our stockholders' deficit was $(480,703) at March 31, 2010 compared to
$(465,695) at December 31, 2009. The increase was due to an increase in
operating losses of $(40,108) for the first quarter ended March 31, 2010.
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Revenues
Revenues for the three months ended March 31, 2010 were $5,627 compared to
$1,307 for the three months ended March 31, 2009. Revenues were generated
from cruise and gaming commissions. To date, the Company has not had
sufficient funds to advertise.
We did not have a 2009 Cruise due to economic problems in Detroit; we plan on
revenues in 2010, when advertising funds are raised.
Detroit gaming opportunity for the Company decreased further in 2009 as the
auto industry started laying off employees and those working were concerned
they might lose their jobs, deciding not to spend money on Cruises or trips to
Las Vegas. Those that still had the desire to gamble could go to three new
casinos in Detroit thereby decreasing the Company's opportunity to earn
revenues.
Cost of Sales
Cost of Sales for the three month periods ended March 31, 2010 and 2009 were
zero. There are no costs of sales in connection with sending gamblers to
casino Resorts.
Expenses
The total General and Administrative (G&A) expenses for the three months ended
March 31, 2010 were $45,232, as compared to $2,647 for the three months ended
March 31, 2009. G&A expenses primarily consist of professional fees.
Net Losses
Net losses from operations for the three months ended March 31, 2010 were
$(40,108) and a loss per share of $(0.0001) compared to a net loss of $(3,867)
and a loss per share of $(0.0001) for the three months ended March 31,
2009.The increase in losses for the three months ended March 31, 2010 are due
primarily to professional expenses. Since the Company's inception, it has
incurred $(888,051) in net losses. The trend is to continue losing money
until funds for advertising and marketing are available.
Liquidity and Capital Resources
At March 31, 2010, we had $1,635 in cash on hand, liabilities totaling
$487,107 and a stockholders' deficit of $(480,703). In their 2009 audit
report, our auditors have expressed their doubt as to our ability to continue
as a going concern. To date, the Company has financed its operations from
private sales of its common stock and from loans totaling $33,276 from the
Company's officers and directors as of March 31, 2010. These loans are not
pursuant to any written agreement. The Company has agreed to repay such loans
upon the receipt of sufficient capital.
On October 28, 2009, the SEC declared our Registration Statement on Form S-1
(File No.: 333-128351) (the "Registration Statement") effective. Pursuant to
the Registration Statement, we registered 12 million shares of common stock to
be offered by us on a "best efforts" basis at a purchase price of $0.25 per
share. We also registered 6,000,000 shares for resale by the selling
stockholders named in the Registration Statement. If we sell all of the 12
million shares offered by us in the offering, of which there can be no
assurances, we will receive gross proceeds of $3,000,000. As of May 14, 2010,
we have sold 187,200 shares and have received net proceeds of $39,150.
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We will not receive any proceeds from the resale of shares offered by the
selling stockholders named in the Registration Statement. We will depend on
generating sufficient proceeds from the offering to fund our operations.
There is no minimum share purchase requirement and there is no guarantee as to
the amount of proceeds that will result from the offering, if any. The going
concern opinion of the auditors might negatively impact our ability to raise
capital to fund our operations or pursue our business strategy and our
investors' ability to sell their shares of the Company's common stock. If we
do not raise sufficient amount of funds from the offering and/or subsequent
private and public offerings, we might have to cease operations.
Since the date our Registration Statement was declared effective by the SEC,
we have been searching for a registered broker/dealer to make an application
with the Financial Industry Regulatory Authority (FINRA) to act as a market
maker of our common stock and to have our common stock quoted on the OTC
Bulletin Board (OTCBB). We have engaged Spartan Securities Group Ltd. as our
initial market maker; they have submitted 15c2-11 to FINRA on December 15,
2009. FINRA awaits the companies closing of their IPO, before FINRA completes
its due diligence; once completed the company will receive a trading symbol
and begin trading for quotation on the OTCBB. There can be no assurance that a
market for our common stock will develop or if developed, be sustained.
At the current time, we do not have enough capital to fund our operations for
the next 12 months. We expect that the net proceeds from the sale of at
least fifty (50%) percent of the shares offered by the Company in the offering
will sustain its operations for a period of twelve months. There is no
assurance that the net proceeds will be received in time to meet our needs.
Our board of directors reserves the right to reallocate the use of proceeds to
meet unforeseen events. Pending their use, we may deposit proceeds in
commercial bank accounts or invest them in money market funds for short-term
government obligations.
Deferred Compensation
At March 31, 2010, Mr. Forhan, our Chief Executive Officer, Chief Financial
Officer and Chairman, is owed $178,900 in deferred compensation and Mr.
Fahoome, our President and Director, is owed $220,000 in deferred
compensation. Management stopped accruing wages June 30, 2007 and will not
receive wages until the Company generates revenue to pay wages. When funds
become available management will pay down the deferred compensation over a
period of twelve months, or longer; depending of working capital available.
Critical Accounting Policies
Our discussion and analysis of financial condition and results of operations
are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The preparation of financial statements requires management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the
financial statements.
On an on-going basis, we evaluate our estimates, including, but not limited
to, those related to revenue recognition.
We use authoritative pronouncements, historical experience and other
assumptions as the basis for making judgments. Actual results could differ
from those estimates. Critical accounting policies identified are as follows:
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Revenue Recognition
The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services
have been rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collect ability is reasonably assured.
The Company uses these guidelines to recognize revenues from our customers:
Cruise lines and casinos. We record revenue after a player departs a casino or
Cruise line if we have confirmation of commission amount due. Sometimes,
however, it can take up to a week to receive confirmation that a player has
qualified for the Company to receive a commission. We record as accounts
receivable and accrue revenue. The revenue is received in 30 -45 days after
the player departs, and the receivable is adjusted based on the actual check
is received.
Use of Estimates
The Company's significant estimates include allowance for doubtful accounts
and accrued expenses. These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
While the Company believes that such estimates are fair when considered in
conjunction with the financial statements taken as a whole, the actual amounts
of such estimates, when known, will vary from these estimates. If actual
results significantly differ from the Company's estimates, the Company's
financial condition and results of operations could be materially impacted.
Cash and Cash Equivalents
Cash and cash equivalents include all interest-bearing deposits or investments
with original maturities of three months or less.
Fair value of financial instruments
The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses, debenture and loans payable
approximate their fair market value based on the short-term maturity of these
instruments.
Accounts Receivable
The Company extends credit to its customers (casinos and Cruise lines) in the
normal course of business. Further, the Company regularly reviews outstanding
receivables, and provides estimated losses through an allowance for doubtful
accounts. The company generates Accounts Receivable when it delivers players
and the casino or Cruise line qualifies the player and approves payment to the
company. The receivables are normally paid in 30 - 45 days after player
departs the casino or Cruise lines. We have receivables from casino and Cruise
lines when we deliver players, the commissions are accrued revenues and
receivables. We have reduced Accounts Receivables a few times when our
estimated revenues were reduced when actual commissions were received.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets. Machinery and equipment are depreciated
over 3 to 10 years. Furniture and fixtures are depreciated over 7 years.
Accelerated methods of depreciation are generally used for income tax
purposes. Leasehold improvements are amortized on a straight-line basis over
the shorter of the useful life of the improvement or the term of the lease.
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The Company performs ongoing evaluations of the estimated useful lives of the
property and equipment for depreciation purposes. The estimated useful lives
are determined and continually evaluated based on the period over which
services are expected to be rendered by the asset. Maintenance and repairs are
expensed as incurred.
Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," the Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be fully recoverable. The Company recognizes an impairment loss when the
sum of expected undiscounted future cash flows is less than the carrying
amount of the asset. The amount of impairment is measured as the difference
between the asset's estimated fair value and its book value.
Other Intangible Assets
Acquired intangible assets are separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented or exchanged,
regardless of the Company's intent to do so.
The Company presents "basic" and, if applicable, "diluted" earnings (loss) per
common share pursuant to the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128") and certain other
financial accounting pronouncements. Basic earnings (loss) per common share
are calculated by dividing net income (loss) by the weighted average number of
common shares outstanding during each period. The calculation of diluted
earnings (loss) per common share is similar to that of basic earnings (loss)
per common share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if all
potentially dilutive common shares, such as those issuable upon the conversion
of debentures, were issued during the period.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts payable and accrued expenses approximate fair value
because of the immediate or short-term maturity of these financial
instruments.
Stock Based Compensation
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are
recorded based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration
received or the fair value of the equity instrument, whichever is more
reliably measurable. The Company did not pay any stock-based compensation
during the period presented.
Accounting for Warrants and Freestanding Derivative Financial Instruments
The Company evaluates its warrants and other contracts to determine if those
contracts or embedded components of those contracts qualify as derivatives to
be separately accounted for under Statement of Financial Accounting Standards
133 "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133")
and related interpretations including EITF 00-19 "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a
20
Company's Own Stock" ("EITF 00-19"). If the warrant is determined to be a
derivative, the fair value of the warrants is marked-to-market each balance
sheet date and recorded as a liability. The change in fair value of the
warrants is recorded in the Statement of Operations as other income or
expense. Upon conversion or exercise of a derivative instrument, the
instrument is marked to fair value at the conversion date and then that fair
value is reclassified to equity.
Equity instruments that are initially classified as equity that become subject
to reclassification under FAS 133 are reclassified to liability at the fair
value of the instrument on the reclassification date. In the event that the
warrants are determined to be equity, no value is assigned for financial
reporting purposes.
Intangible Assets and Related Impairment of Long-lived Assets
Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an
asset to the undiscounted cash flows expected to result from the use and
eventual disposition of the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets. Assets
to be disposed of shall be classified as held for sale and are reported at the
lower of the carrying amount or fair value less costs to sell.
Income taxes
The Company accounts for income taxes under the liability method in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." Under this method, deferred income tax assets and liabilities
are determined based on differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.
Had income taxes been determined based on an effective tax rate of 37.6%
consistent with the method of SFAS 109, the Company's net losses for all
periods presented would not materially change.
Recent Accounting Pronouncements
In December 2007, the FASB issued FAS No. 141(R) "Applying the Acquisition
Method," which is effective for fiscal years beginning after December 15,
2008. This statement retains the fundamental requirements in FAS 141 that the
acquisition method be used for all business combinations and for an acquirer
to be identified for each business combination. FAS 141(R) broadens the scope
of FAS 141 by requiring application of the purchase method of accounting to
transactions in which one entity establishes control over another entity
without necessarily transferring consideration, even if the acquirer has not
acquired 100% of its target. Among other changes, FAS 141(R) applies the
concept of fair value and "more likely than not" criteria to accounting for
contingent consideration, and pre-acquisition contingencies. As a result of
implementing the new standard, since transaction costs would not be an element
of fair value of the target, they will not be considered part of the fair
value of the acquirer's interest and will be expensed as incurred. The Company
does not expect that the impact of this standard will have a significant
effect on its financial condition and results of operations.
In December 2007, the FASB also issued FAS No. 160, "Accounting for
Noncontrolling Interests," which is effective for fiscal years beginning after
December 15, 2008. This statement clarifies the classification of
noncontrolling interests in the consolidated statements of financial position
21
and the accounting for and reporting of transactions between the reporting
entity and the holders of non-controlling interests.
The Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash
flows or disclosures.
In February 2007, the FASB issued FAS No. 159, "Fair Value Option" which
provides companies an irrevocable option to report selected financial assets
and liabilities at fair value. The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.
FAS 159 is effective for entities as of the beginning of the first fiscal year
that begins after November 15, 2007. The Company does not expect that the
adoption of this standard will have a significant impact on its financial
condition, results or operations, cash flows or disclosures.
In September 2006, the Financial Accounting Standards Board (FASB) issued FAS
No. 157, "Fair Value Measurements" ("FAS 157"), which establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about
fair value measurements.
FAS 157 does not require any new fair value measurements but rather eliminates
inconsistencies in guidance found in various prior accounting pronouncements.
FAS 157 is effective for fiscal years beginning after November 15, 2007. The
Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash
flows or disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
N/A
Item 4T. Controls and Procedures.
Evaluation of Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is
required to perform an evaluation under the supervision and with the
participation of the Company's management, including the Company's principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March
31, 2010, our Principal Executive Officer and Principal Financial Officer have
concluded that our disclosure controls and procedures were not effective to
ensure that the information required to be disclosed by us in this Report was
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and instructions for Form 10-Q.
Our Principal Executive Officer and Principal Financial Officer have concluded
that our disclosure controls and procedures had the following deficiency:
22
* We were unable to maintain any segregation of duties within our
business operations due to our reliance on a single individual fulfilling the
role of both our Principal Executive Officer and Principal Financial Officer.
While this control deficiency did not result in any audit adjustments to our
interim or annual financial statements, it could have resulted in a material
misstatement that might have been prevented or detected by a segregation of
duties. Accordingly we have determined that this control deficiency
constitutes a material weakness.
To the extent reasonably possible, given our limited resources, our goal is,
upon consummation of a merger with a private operating company, to separate
the responsibilities of principal executive officer and principal financial
officer, intending to rely on two or more individuals. We will also seek to
expand our current board of directors to include additional individuals
willing to perform directorial functions. Since the recited remedial actions
will require that we hire or engage additional personnel, this material
weakness may not be overcome in the near term due to our limited financial
resources. Until such remedial actions can be realized, we will continue to
rely on the advice of outside professionals and consultants.
Changes in Internal Controls.
No change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
fiscal quarter ended March 31, 2010 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to nor are we threatened with or have any knowledge of any
claims or legal actions that would have a material adverse impact on our
financial position, operations or potential performance.
Item 1A. Risk Factors.
N/A
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended March 31, 2010, we sold zero securities without
registration. Securities sold were Registered in the S-1.
Item 3. Defaults upon Senior Securities.
None
Item 4. (Removed and Reserved)
None
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Item 5. Other Information.
None
Item 6. Exhibits.
Exhibit No.: Description:
31.1 Certification by William G. Forhan, Principal Executive
Officer and Principal Financial and Accounting Officer of Casino Players Inc.,
pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
as amended
32.1 Certification by William G. Forhan, Principal Executive
Officer and Principal Financial and Accounting Officer of Casino Players Inc.
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
CASINO PLAYERS, INC.
Date: May 17, 2010 By: /s/ William G. Forhan
William G. Forhan, CEO, CFO, and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
24
