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EX-32 - Medytox Solutions, Inc.cpi10q033111ex32.txt
EX-31 - Medytox Solutions, Inc.cpi10q033111ex31.txt

                    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, 2011

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from

                        Commission File No. 333-138251

                             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.)

                          1150 Hillsboro Mile St 1004
                        Hillsboro Beach, Florida	33042
              (Address of Principal Executive Offices)	(Zip Code)

                   Issuer's Telephone Number: (954) 684-8288

                                      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 (S.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

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 1, 2011, there were
32,265,200 shares of common stock, par value $0.0001 per share, of the
Registrant issued and outstanding.


TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 19 Item 4T. Controls and Procedures 19 PART II - OTHER INFORMATION Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Submission of Matters to a Vote of Security Holders 20 Item 5. Other Information 20 Item 6. Exhibits 20 SIGNATURES 21 2
PART I - FINANCIAL INFORMATION Item 1. Financial Statements. CASINO PLAYERS, INC. BALANCE SHEETS March 31, 2011 (Unaudited) and December 31, 2010 ASSETS March 31, December 31, 2011 2010 (Unaudited) Current assets: Cash and cash equivalents $664 $9,330 Total current assets 664 9,330 Property and equipment, net of accumulated depreciation of $9,000 and $5,500, respectively 9,537 11,537 $10,201 $20,867 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $84,865 $58,828 Loans from shareholders 49,910 39,286 Accrued compensation 346,166 353,916 Total current liabilities 480,941 452,030 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, 32,465,300 and 30,456,800 shares issued and outstanding, respectively 3,247 3,247 Additional paid-in capital 740,576 740,576 Accumulated deficit (1,214,563) (1,174,985) Total stockholders' equity (deficit) (470,740) (431,162) Total liabilities and stockholders' equity (deficit) $10,201 $20,868 See accompanying notes to these financial statements 3
CASINO PLAYERS, INC. STATEMENTS OF OPERATIONS For the Three Months ended March 31, 2011 and 2011 2011 2010 (Unaudited) Sales and commissions earned $4,656 $5,602 Operating expenses 44,233 45,232 Income (loss) from operations (39,577) (39,630) Other income (expense) Interest expense - (503) Net (loss) before provision for income taxes (39,577) (40,133) Provision for income taxes - - Net (loss) $(39,577) $(40,133) Basic and diluted loss per common share $- $- Weighted average common shares outstanding 32,465,300 30,719,621 See accompanying notes to these financial statements 4
CASINO PLAYERS, INC. STATEMENTS OF CASH FLOWS For the Three Months ended March 31, 2011 and 2010 2011 2010 (Unaudited) Cash flows from operating activities: Net income (loss) $(39,577) $(40,133) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,000 375 Stock issued for services - 25,000 Changes in assets and liabilities: Increase in accounts payable and accrued expenses 26,037 12,900 Increase in due from shareholder 10,624 3,251 Decrease in accrued compensation (7,750) - Cash flows used in operationg activities (8,666) 1,393 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 (8,666) 1,518 Cash and cash equivalents, beginning of period 9,330 117 Cash and cash equivalents, end of period $664 $1,635 Interest paid $- $4,038 Taxes paid $- $- See accompanying notes to these financial statements 5
CASINO PLAYERS, INC. NOTES TO FINANCIAL STATEMENTS March 31, 2011 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, 2010 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, 2011 are not necessarily indicative of the results to be expected for the full 2011 year. 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. 6
CASINO PLAYERS, INC. NOTES TO FINANCIAL STATEMENTS March 31, 2011 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 $1,214,563 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. 7
CASINO PLAYERS, INC. NOTES TO FINANCIAL STATEMENTS March 31, 2011 NOTE 3: INCOME TAXES The provision for income taxes and the effective tax rates for the three months ended March 31, 2011 and 2010 were computed by applying the federal and state statutory corporate tax rates as follows: 2011 2010 Provisions for income taxes at statutory federal rate $0 $0 Valuation allowance - - 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, 2010 was $900,000, expiring between 2011 and 2030. 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 2007. 8
CASINO PLAYERS, INC. NOTES TO FINANCIAL STATEMENTS March 31, 2011 NOTE 4: 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, 2011 amounted to $49,910. NOTE 5: SUBSEQUENT EVENT On April 18, 2011 the Company designated and issued 100 shares of its Series A Preferred Stock to the officers of the Company. The voting rights of this stock give the holders 80% of the voting rights of all common and preferred stockholders. 9
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 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. 10
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. We estimate that we need $250,000 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. 11
(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 120 gamblers to casinos in 2010, 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 1150 Hillsboro Mile, Suite 1004, Hillsboro Beach, Florida; our telephone number is (954) 684-8288. Going Concern At March 31, 2011 we had $664 in cash on hand and a stockholders' deficit of $(431,162) in their 2010 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 $(1,214,563) and our Company has incurred $(39,577) in operating losses in the 1st quarter of 2011. 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. 12
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, 2011 Compared to Three Months Ended March 31, 2010 Assets At March 31, 2011 we had total assets of $10,201 compared to $20,867 December 31, 2010. Total assets at March 31, 2011 consisted of $664 in cash on hand and $9,537 in property and property equipment.. Total assets at December 31, 2010 consisted of $9,330 in cash on hand and $11,537 in property and equipment (net of depreciation). Liabilities Our total liabilities were $480,941 at March 31, 2011 compared to $452,030 at December 31, 2010. The increase was primarily due to $26,000 payables and $10,000 loans from shareholders.. 13
Total Stockholders' Deficit Our stockholders' deficit was $(470,740) at March 31, 2011 compared to $(431,162) at December 31, 2010. The increase was due to $39,577 losses for the quarter,. Revenues Revenues for the three months ended March 31, 2011 were $4,656 compared to $5,602 for the three months ended March 31, 2010. Revenues were generated from casino commissions. Cost of Sales Cost of Sales for the three month periods ended March 31, 2011 were zero and 2010 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, 2011 were $44,233 as compared to $45,232 for the three months ended March 31, 2010. G&A expenses primarily consist of professional fees of $6,000, and advertising of $22,737, rent and website design. Net Losses Net losses from operations for the three months ended March 31, 2011 were $(39,577) and a loss per share of $(0.001) compared to a net loss of $(40,133) and a loss per share of $(0.001) for the three months ended March 31, 2010.. The trend is to continue losing money until funds for advertising and marketing are available. Liquidity and Capital Resources At, March 31, 2011, we had $664 in cash on hand, liabilities totaling $480,941 and a stockholders' deficit of $(470,740). In their 2010 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 $49,910 from the Company's officer, 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. Management closed the IPO March 19, 2011 and awaits FINRA approval for a trading symbol. As of closing the IPO the company sold 755,200 shares and have received net proceeds of $172,750 14
Deferred Compensation At March 31, 2011, Mr. Forhan, our Chief Executive Officer, Chief Financial Officer and Chairman, is owed $170,500 in deferred compensation and Mr. Fahoome, our President and Director, is owed $175,666 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: 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. 15
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. 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. 16
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 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. 17
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 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. 18
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, 2011, 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: * 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. 19
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 first quarter ended March 31, 2011 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, 2011, the company sold zero Securities that were Registered in the S-1. Item 3. Defaults upon Senior Securities. None Item 4. (Removed and Reserved) None 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 20
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 12, 2011 By: /s/ William G. Forhan William G. Forhan, CEO, CFO, and Chairman (Principal Executive Officer) (Principal Financial and Accounting Officer) 21