SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
AMENDMENT 5 TO
FORM SB-2
Registration Statement
Under the Securities Act of 1933
____________________________________
Gaming Venture Corp., U.S.A.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Nevada 86-0883289
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)
Alan Woinski
801 Pascack Road 801 Pascack Road
Paramus, NJ 07652 Paramus, NJ 07652
(201) 599-8484 (201) 599-8484
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)
Copies to:
Ms. Jody Walker ESQ.
7841 South Garfield Way
Littleton, CO 80122
Phone 303-850-7637 Fax 303-220-9902
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [x]
CALCULATION OF REGISTRATION FEE
================================================
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE BEING MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFER PRICE AGGREGATE FEE
PER SHARE(1) OFFER PRICE(1)
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Common Stock 6,514,427 $.07 $456,010 $36.89
(1) Estimated solely for purposes of determining the registration fee.
2
The registrant amends this registration statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the SEC,
acting in accordance with Section 8(a), may determine.
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Preliminary Prospectus Dated May 28, 2004
SUBJECT TO COMPLETION
6,514,427 common shares
on behalf of selling security holders
GAMING VENTURE CORP., U.S.A.
The selling shareholders will sell their common shares at $.07 per
common shares until our common shares are quoted on the OTC bulletin
board. Thereafter, the common shares may be priced at prevailing
market prices or privately negotiated prices.
The selling security holder offering will commence on the effective
date of this prospectus and will terminate on or before December 31,
2004.
We will not receive any proceeds from the sale of these shares.
Our common stock is not currently quoted on any exchange or on the OTC
Electronic Bulletin Board.
Consider carefully the risk factors beginning on page 6 in this
prospectus.
Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
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TABLE OF CONTENTS
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Prospectus summary 5
Risk factors 6
- We cannot offer any assurance as to our future financial results
- We do not have a market for our securities
- We do not meet the requirements for our stock to be
quoted on NASDAQ
- We have a limited number of consulting service customers
- If Gaming Venture obtains additional consulting customers
- Gaming Venture's cash balances in banks and brokerage firms may
exceed the insurance limits
- The selling shareholders may have liability because of
their status as underwriters
- Due to the fact that the common shares distributed in the
spin-off
Forward Looking Statements 8
Use of proceeds 9
Dividend policy 9
Determination of offering price 9
Management's discussion and analysis of financial
Condition and Results of operations. 9
Business 11
Management 15
Certain Relationships and Related Transactions 19
Security Ownership of Certain Beneficial
Owners and Management 18
Description of capital stock 20
Shares eligible for future sale 21
Plan of distribution and selling stockholders 21
Disclosure of Commission position on indemnification
for Securities Act liabilities 25
Market for common equity and related stockholder matters 25
Experts 25
Legal matters 25
Where you can find more information 25
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Prospectus Summary
To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 6
and the financial statements.
Operations. Gaming Venture's Information Center division covers
all types of gaming and lodging news and
information. Information concerning all aspects of
the gaming industry is provided including riverboat
and land based gaming, lotteries, pari-mutuels,
charitable gaming, Internet gaming and Native
American Gaming. For the lodging industry,
information concerning new hotel openings, purchases
and sales of existing hotels, mergers and
acquisitions and executive changes are given. The
division's publication's include the Gaming Industry
Weekly Report, the Gaming Industry Daily Report, The
Daily Lodging Report, --North America and Daily
Lodging Report -- Asia Pacific newsletters,
financially oriented newsletters serving investors
and executives of the gaming and lodging hospitality
industries. Gaming Venture also publishes the
annual Gaming Sector....Yesterday, Today and
Tomorrow report and provides consulting and advisory
services to both public and privately held companies
involved in the gaming and hospitality industries.
The consulting services include information services
described above, day to day operations of gaming and
hospitality enterprises and consulting investor
relations and corporate communications for gaming
enterprises.
Common stock
Outstanding 6,514,427
Shares of common stock
to be resold by
selling stockholders 6,514,427
Market for our
common stock. Our common stock is not quoted on an exchange
or on the OTC Bulletin Board. We can provide
no assurance that there will be a market in the
future our common stock. We intend to quote
our common shares on the OTC Bulletin Board.
Risk Factors
Gaming Venture's business is subject to numerous risk factors,
including the following.
1. We cannot offer any assurance as to our future financial results.
You may lose your entire investment.
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Gaming Venture has not received substantial income from operations to
date and future financial results are uncertain. We cannot assure you
that Gaming Venture can operate in a profitable manner. To date,
Gaming Venture has accumulated deficit of $699,921 as of March 31,
2004. Even if Gaming Venture obtains future revenues sufficient to
expand operations, increased production or marketing expenses would
adversely affect liquidity of Gaming Venture.
2. We do not have a market in our securities. If our common stock
has no active trading market, you may not be able to sell your common
shares at all.
We do not have a public market for our common shares. We cannot assure
you that a public market will ever develop. Consequently, you may not
be able to liquidate your investment in the event of an emergency or
for any other reason.
3. We do not meet the requirements for our stock to be quoted on
NASDAQ and even though we intend to quote our stock on the OTC Bulletin
Board, the tradability in our stock will be limited under the penny
stock regulation.
The liquidity of Gaming Venture's common stock would be restricted even
after public listing if the company's common stock falls within the
definition of a penny stock.
Under the rules of the Securities and Exchange Commission, if the price
of the company's common stock on the OTC Bulletin Board is below $5.00
per share, the company's common stock will come within the definition
of a "penny stock." As a result, it is possible that Gaming Venture
common stock may become subject `to the "penny stock" rules and
regulations. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the Commission's regulations
concerning the transfer of penny stock. These regulations require
broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell
the company's common stock, and may affect the ability to resell the
company's common stock.
4. We have a limited number of consulting service customers. We may
not be able to retain these customers or replace or add to these
customers.
Gaming Venture only has three consulting clients as of the date of this
prospectus. There can be no certainty that this limited number of
consulting service customers will continue to utilize Gaming Venture's
services or that Gaming Venture can replace or add to these consulting
customers.
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5. If Gaming Venture obtains additional consulting customers, we may
not be able to find quality employees, if necessary or handle more
consulting customers.
Gaming Venture, in the past has been able to handle 4 to 5 long term
consulting contracts at a time, along with some additional special
situation projects. We cannot assure you that we will be able to
handle more consulting customers. Gaming Venture may need to hire
additional employees to handle more consulting customers. We cannot
assure you that we will be able to find quality employees.
6. Gaming Venture's cash balances in banks and brokerage firms may
exceed the insurance limits. Our liquidity may be negatively affected
if these institutions should fail.
At March 31, 2004, Gaming Venture maintained cash balances in banks and
brokerage firms. Balances are insured up to $100,000 by the Federal
Deposit Insurance Corporation. At times, balances may exceed such
insurance limits. Our liquidity may be negatively affected if these
institutions should fail.
7. The selling shareholders may have liability because of their
status as underwriters. They may sue us if there are any omissions or
misstatements in the registration statement that subject them to civil
liability.
Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.
8. Due to the fact that the common shares distributed in the spin-off
was initially not on a pro-rata basis and the pay date was prior to the
completion of Form 10SB, the provisions of Staff Legal Bulletin No. 4
regarding the recent spin-off may not be applicable. We may be subject
to Section 5 violations. You may not be able to trade your
securities.
On January 3, 2003, the board of directors of Casino Journal approved
the spin-off of one of its subsidiaries, Gaming Venture Corp., U.S.A.,
as a separate company on a basis of one share of Gaming Venture for
three shares of Casino Journal owned as of the record date. The record
date was April 1, 2003 and the initial distribution was made on April
30, 2003, the pay date. No fractional shares were issued prior to the
adjustment of the distribution ratio. The terms of this spin-off
arrangement were amended on May 13, 2003 to provide for a pro-rata
distribution of one share of Gaming Venture for each share of Casino
Journal owned as of the record date. No fractional shares were
issued. The additional shares required to provide for a pro-rata
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distribution were sent to the shareholders on June 25, 2003. No cash
payments were made or received in connection with either the initial
spin-off distributions or the distributions completed to achieve a pro
rata distribution.
Forward Looking Statements
The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. We have made the
forward-looking statements with management's best estimates prepared in
good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of Gaming Venture, and results
achieved during the period covered by any particular projections and
other forward-looking statements, should not be regarded as a
representation by Gaming Venture, or any other person, that we will
realize these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these expectations will
be realized or that any of the forward-looking statements contained
herein will prove to be accurate.
Business
Gaming Venture was incorporated on July 30, 1997 under the name Gaming
Venture West, Inc., formerly Gaming Venture Corp., U.S.A., in the state
of Nevada as a wholly owned subsidiary of Casino Journal Publishing
Group, Inc. On April 3, 1998, Casino Journal Publishing Group, Inc.
and its combined affiliates merged with Gaming Venture Corp., U.S.A., a
Nevada corporation. Casino Journal and its combined affiliates became
wholly owned subsidiaries of Gaming Venture, the legal acquiror. As
the shareholders of Casino Journal and its combined affiliated acquired
65% of Gaming Venture's outstanding voting shares, the merger was
accounted for as a reverse acquisition of Gaming Venture by Casino
Journal, the accounting acquiror in the transaction. Simultaneous
with the acquisition, Gaming Venture Corp., U.S.A. changed its name to
Casino Journal Publishing Group while the Gaming Venture's West, Inc.
subsidiary changed its name to Gaming Venture Corp., U.S.A. The
current operations of Gaming Venture (formerly Gaming Venture West,
Inc.) were conducted by Gaming Venture Corp. U.S.A. prior to the 1998
merger with Casino Journal in 1998.
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On January 3, 2003, the board of directors of Casino Journal approved
the spin-off of one of its subsidiaries, Gaming Venture Corp., U.S.A.,
as a separate company on a basis of one share of Gaming Venture for
three shares of Casino Journal owned as of the record date. The record
date was April 1, 2003 and the initial distribution was made on April
30, 2003, the pay date. No fractional shares were issued prior to the
adjustment of the distribution ratio. The terms of this spin-off
arrangement were amended on May 13, 2003 to provide for a pro-rata
distribution of one share of Gaming Venture for each share of Casino
Journal owned as of the record date. No fractional shares were
issued. The additional shares required to provide for a pro-rata
distribution were sent to the shareholders on June 25, 2003. No cash
payments were made or received in connection with either the initial
spin-off distributions or the distributions completed to achieve a pro
rata distribution.
The decision to spin-off Gaming Venture was primarily due to Casino
Journal's change to a consumer oriented publishing company. In
January 2001, Casino Journal sold its trade show and trade related
publications to Gem Communications. Gem Communications did not have
any desire to acquire the publications from Gaming Venture due to the
focus of these newsletters being more on the financial end of the
industry. Gem Communications did not have any personnel who had the
knowledge to publish the type of newsletters that Gaming Venture
produces. Gem Communications also did not have an interest in
acquiring newsletters targeting the hotel industry. Casino Journal
did not attempt to sell Gaming Venture's newsletter to any other third
parties. With the completion of that sale, Casino Journal became
primarily focused on its consumer publications, Casino Player and
Strictly Slots magazines and its Classic Poker and Gaming Cruises
division, all consumer related. Gaming Venture's business of daily,
weekly and annual publications focusing on the financial and trade side
of the gaming and lodging sectors along with its consulting operations
has become non-core operations for Casino Journal and it was the
board's view that Gaming Venture's growth had been constrained due to
that.
The board of directors of Casino Journal believed that Gaming Venture's
operation had become non-core primarily due to the fact that they
generated less than 3% of Casino Journal's total revenues. Gaming
Venture's newsletters and consulting business were marketed through
Casino Journal's trade magazine and trade shows, assets that were sold
to Gem Communications in 2001. Mr. Woinski, Gaming Venture's chief
executive officer and president has also devoted most of his time to
issues related to Casino Journal for the past 5 years, resulting in
declines in the revenue of Gaming Venture. The board of directors of
Casino Journal believed that when Mr. Woinski had more time to devote
to Gaming Venture, growth would accelerate at Gaming Venture again.
It is expected that Mr. Alan Woinski will devote 80% of his time to
Gaming Venture and 20% of his time to Casino Journal, under a
consulting agreement in connection with the filing requirements with
the SEC. It is not expected that there will be any services rendered
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to Casino Journal that will conflict with the interests of Gaming
Venture. Casino Journal filed a Form 15 on March 25, 2004 to
terminate its obligation to file reports under the Securities Act of
1934.
While Gaming Venture faces higher costs as a stand alone company, since
the spin-off, management has already begun to cut general and
administrative costs with management salaries expected to be lower.
The higher costs Gaming Venture will occur as a stand alone company
will be primarily in legal and accounting. Gaming does not expect to
incur more than $60,000 annually in increased costs and expects to
offset that with a combination of reduced general and administrative
expenses and higher revenues. We do not expect the additional costs
to be material. Management feels that Gaming Venture's cash and
proceeds from the sale of marketable securities, a ramp up in increased
business and lower general and administrative expenses will be enough
to offset the increased costs faced as a separate public company.
Marketable securities will be disposed of as cash flow is needed with
an expected timetable for disposal within the next two years.
There is not expected to be any material changes in Gaming Venture's
operations as a result of the spin-off. Gaming Venture's publications
were not cross marketed after the sale of Casino Journal's trade
assets. Gaming Venture has been marketing their publications through
direct mail, e-mail promotions and through word of mouth without any
assistance from Casino Journal for the past two years.
Gaming Venture's Information Center division covers all types of gaming
and lodging news and information. Information concerning all aspects
of the gaming industry is provided including riverboat and land based
gaming, lotteries, pari-mutuels, charitable gaming, Internet gaming and
Native American Gaming. For the lodging industry, information
concerning new hotel openings, purchases and sales of existing hotels,
mergers and acquisitions and executive changes are given. The
division's publication's include the Gaming Industry Weekly Report, the
Gaming Industry Daily Report, The Daily Lodging Report -- North America
and Daily Lodging Report -- Asia Pacific newsletters, financially
oriented newsletters serving investors and executives of the gaming and
lodging hospitality industries. Gaming Venture also publishes the
annual Gaming Sector....Yesterday, Today and Tomorrow report and
provides consulting and advisory services to both public and privately
held companies involved in the gaming and hospitality industries. The
consulting services include information services described above, day
to day operations of gaming and hospitality enterprises and consulting
investor relations and corporate communications for gaming enterprises.
The Gaming Industry Weekly Report
The Gaming Industry Weekly Report is a five page weekly newsletter that
gives analysis and summaries on the events that occurred in the gaming
industry each week. The newsletter is faxed and e-mailed each Friday
as well as US mailed for Monday delivery. The newsletter focuses on
events that affect investors and executives to the Gaming Industry and
includes a yearly Portfolio of gaming stocks as well as Insider
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Transactions, news and analysis. The publication was first produced in
1992 and is the oldest newsletter in the United States that focuses
solely on the gaming stocks and the news and events surrounding the
industry.
The Gaming Industry Daily Report
The Gaming Industry Daily Report is a daily, one page newsletter which
is faxed or e-mailed each evening to subscribers. The gaming
newsletter is geared towards the executive or investor who wants the
information quickly. Each day the newsletter recaps the events and
stock price movements that occurred as related to the gaming industry.
This publication was launched in August of 1995 and was the first Daily
publication focusing on the gaming industry.
The Gaming Sector...Yesterday, Today and Tomorrow
The Gaming Sector...Yesterday, Today and Tomorrow is an annual report
produced by Gaming Venture. Each year in December, Gaming Venture
produces this report, which is given complimentary to existing
subscribers of The Gaming Industry Weekly and Daily Reports, and sold
to the general public. The Gaming Sector...Yesterday, Today and
Tomorrow, first produced in 1993, is approximately 40 pages and gives a
state by state rundown of the events and activities in the gaming
industry. The publication gives a recap of the events that occurred
in the industry along with predictions of what could happen in the
future. The publication also includes a section on publicly traded
gaming companies, usually featuring 20 companies.
The Daily Lodging Report North America and Daily Lodging Report - Asia
Pacific
The Daily Lodging Report - North America and Daily Lodging Report Asia
Pacific were produced in an alliance with HVS International. Produced
in the same format as The Gaming Industry Daily Report, the one page
newsletter is faxed and e-mailed each day to investors and executives
involved in the hotel and lodging industry. Each day the newsletter
recaps the events and stock price movements that occurred as related to
the lodging and hotel industry. Like with the Gaming Industry Daily
Report, the Daily Lodging Report - North America was the first Daily
publication launched that was geared towards the hotel and lodging
industry. The Daily Lodging Report - North America was launched in
October 1997 in partnership with Hotels Magazine and HVS International.
Hotels Magazine left the partnership in 1998. HVS International
remains as an affiliate of the Daily Lodging Report - North America,
heading the marketing of the newsletter.
Gaming Venture plans to introduce additional Daily, Weekly, and annual
financially oriented newsletters for other industries in the future
through joint ventures. Gaming Venture also plans to expand existing
publications into other areas around the world or other segments of the
lodging and gaming industries. Gaming Venture began distribution of
The Daily Lodging Report - Asia Pacific in February 2000 in a venture
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with HVS International and Hotel Asia Pacific Magazine. Hotel Asia
Pacific Magazine left the venture in February of 2001. In 2002,
Gaming Venture assumed complete control of the Daily Lodging Report -
Asia Pacific. Gaming Venture is exploring the launch of other Daily
Lodging Reports for other regional markets around the world.
Consulting Services
Gaming Venture also acts as a consultant to various companies in the
gaming industry. In the past, Gaming Venture has consulted in the
areas of business consulting, mergers and acquisitions, investor
relations, financing and marketing for gaming companies who were both
public and private. Gaming Venture plans to expand the consulting
business into other areas with the lodging industry being the first,
either on their own or in a joint venture with other consulting
companies.
Gaming Venture's consulting business is primarily generated by the
awareness provided by Gaming Venture's publications, direct
solicitation, referrals from existing clients and word of mouth.
Gaming Venture's CEO has appeared on CNBC, local news programs and
various newspaper and media publications around the world. Gaming
Venture utilizes that publicity to further the publishing and
consulting business.
Gaming Venture intends to expand the information center to include
additional daily and weekly publications for the gaming and lodging
industries and also in additional industries Although there is no set
timetable for the expansion of the newsletters, Gaming Venture would
like to eventually debut a new newsletter every two years.
Gaming Venture's products allow for a way for investors and executives
to get all the daily and weekly information in one place, rather than
having to spend hours searching for it. Gaming Venture's information
services are targeted at industry personnel and investors in the
industry.
The information provided by Gaming Venture includes reporting and
analysis of news releases by gaming and lodging companies, Dow Jones
Federal Filings, Reuters, Bloomberg and other wire service reports,
analyst reports and newspaper clippings from around the world.
Excerpts from reports filed with the Securities and Exchange Commission
such as Form 10-KSB's, 10-QSB's and 8-K's and insider transactions are
also included.
Gaming Venture, in the past, has been able to handle 4 to 5 long-term
consulting contracts at a time along with some additional special
situation projects, such as feasibility studies on casino projects.
Gaming Venture will hire additional employees as business conditions
dictate. Gaming Venture also has the option of subcontracting out
certain aspects of consulting, such as media release writing and
distribution.
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Expansion. If Gaming Venture begins publication of an additional
newsletter, Gaming Venture markets it to existing subscribers, its
existing database and, if the newsletter is about a new industry,
Gaming Venture will initially partner up with a company in that
industry, usually a consulting company. Gaming Venture usually splits
the profits from the publication with the partner or partners for a
period of time which is usually decided on beforehand.
In the past, the initial costs of the starting up of a new newsletter
has been borne by each of the partners. For example, the costs that a
marketing partner would incur for marketing the start up and ongoing
marketing would be paid by the marketing partner directly. These
costs are not deducted from revenues prior to distribution of the
percentage of the profits to each of the partners. Gaming Venture
markets the new publication to existing subscribers and through their
database, mainly through e-mail. Every precaution is taken to keep
costs low on the start up.
If a new newsletter is produced and it is an offshoot of an existing
publication, such as when the Gaming Industry Daily Report followed the
Gaming Industry Weekly Report or the Daily Lodging Report - Asia
Pacific followed the Daily Lodging Report - North America, Gaming
Venture gives trial subscriptions to existing subscribers, usually 2
weeks to 1 month, and then solicits paid subscriptions. In the case
of a new publications in new industries, Gaming Venture produces a few
issues of the new newsletter and the marketing partner then solicits
its database to generate subscriptions. The market period is usually
30 days in which no issues are further produced. After that period is
over, the actual continuous production of the newsletters begin while
marketing continues.
Consulting expansion is primarily generated through direct
solicitation. Gaming Venture's management had not solicited
consulting business for the three years prior to the spin-off due to
Mr. Woinski's focus on his other duties at Casino Journal.
Consulting expansion into the lodging industry is expected to occur by
working with existing consulting and advisory companies specializing in
that industry. Based on past experience and current staffing, Gaming
Venture's consulting would be limited to 4 or 5 long term consulting
contracts at a time along with some additional special situation
projects, such as feasibility studies on casino projects. If outside
contractors were required to assist with some of the projects, the
consulting revenue payable to Gaming Venture would be reduced by the
fees, not yet determinable, of the outside contractors.
There has been no change in the current expansion plans as management
has been focused on the completion of the spin-off and registration
statement of Gaming Venture. Preliminary conversations have been held
with a consulting company in the lodging industry and a pubic relations
firm, specializing in the lodging industry about working together in
the future. Our expansion plans will be funded initially from cash on
hand as costs are expected to be minimal.
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Distribution
Gaming Venture newsletters are mailed, faxed or E-mailed to its
subscribers.
Marketing, Advertisement & Fees
Gaming Venture's markets their products and services through either
direct mail and e-mail, direct solicitation, marketing by other gaming
related publications and by utilizing each product and service to
generate business through other products and services. Gaming Venture
cross markets publications by offering combo plans. A subscriber to
the Gaming Industry Weekly Report is offered a very attractive rate to
add on other publications from Gaming Venture. At the same time, the
sale, each year, of the annual Gaming Sector...Yesterday, Today and
Tomorrow report also includes free trial subscriptions to Gaming
Venture's other publications with follow up solicitation for
subscriptions.
Gaming Venture's newsletters are cross-marketed and sold through ads
over the Internet and in other print publications, by its staff at
conventions and direct mail.
None of the newsletters carry advertisements and all revenues are
derived from subscriptions. Annual subscription rates for Gaming
Venture's newsletters range from $75 to $530, depending on the specific
newsletter. The Gaming Industry Weekly Report charges $75 for 13
weeks and $250 for 52 weeks by Mail or E-mail and $125 for 13 weeks and
$400 for 52 weeks by fax. The Gaming Industry Daily Report charges
$79 for 13 weeks by fax or e-mail and $270 for 52 weeks. A gaming
combo plan is offered at $110 for 13 weeks by E-mail and $169 by Fax
and $350 and $530 for 52 weeks by email and fax respectively. The
Daily Lodging Report - North America and Daily Lodging Report - Asia
Pacific are each $175 for 6 months by E-mail and $295 for one year. A
Lodging Combo Plan is $350 for 6 months and $500 for one year. The
Gaming Sector. . .Yesterday, Today and Tomorrow Report is sold for
$49.95. Consulting services range from $1,000 per month to $5,000 per
month depending on what type of services are required and the duration
of the contract. These prices are based on prior long term consulting
business and new consulting business solicited subsequent to the spin-
off from Casino Journal. Consulting contracts occasionally include
options or common stock granted as part of or all of the compensation.
Combo packages and prices:
13-week Gaming Industry Daily Report
and Gaming Industry Weekly Report subscriptions
email $110
fax $169
26-week Gaming Industry Daily Report
and Gaming Industry Weekly Report subscriptions $340
52-week Gaming Industry Daily Report
and Gaming Industry Weekly Report subscriptions
email $350
fax $530
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26-week Daily Lodging Report-NA and
Daily Lodging Report-AP $350
52-week Daily Lodging Report-NA and
Daily Lodging Report-AP $500
Super Combo Plan - Gaming Daily and Weekly, Lodging-NA Daily
26-weeks $450
12 months $650
The combo plans are delivered through fax and email.
The prices quoted represents those quoted to subscribers via
subscription order forms. Corporate subscriptions are higher than
individual subscriptions and are generally based on the number of
readers per corporation. The subscription cost is usually determined
after negotiations in which the cost is determined based on one full
subscriber and discounts for the additional subscribers with the
discounts being greater based on the high number of subscribers.
The average gaming subscription is a 26 Week Combo Plan for $340. The
average lodging subscription is a one year Daily Lodging Report-North
America or Daily Lodging Report - Asia Pacific, each for $295. As for
corporate rates - the average corporate subscription is $1,095 and is
for either a one year Gaming Newsletter combo or Lodging Newsletter
combo.
The Gaming Industry Daily Report is sent to approximately 450 unique
recipients although there are 40 corporate subscriptions which are then
transferred to an average of about 35 people each. The Gaming
Industry Weekly Report is sent to approximately 320 unique recipients,
including the 40 corporate subscriptions. 75% of the gaming
newsletter subscribers, including all the corporate subscriptions, are
for the combo plan of both publications. These are average
circulation figures determined over the prior twelve months. The
Daily Lodging Report - North American is sent to 395 unique recipients
each day including 60 corporate subscriptions. The Daily Lodging
Report - Asia Pacific is sent to 150 unique recipients with 12
corporate subscriptions. Based on the average of corporate subscriber
profiles over the past twelve months, the corporate subscriptions are
then transferred to an average of about 45 people each.
Two to four times a year, Gaming Venture offers special promotional
rates to past subscribers in a bid to get them to renew their
subscriptions. Not more than 1% of the subscribers receive a
discounted price.
Competition
In regard to our newsletters, Gaming Venture has experienced minimal
direct competition. One other daily gaming newsletter, the Gaming
Morning Report, was started a couple of years ago by a long time
subscriber to our newsletters. There is also one other gaming weekly
newsletter, the National Gaming Summary, which was formerly owned by
Casino Journal Publishing Group and was sold to Gem Communications in
16
January of 2001. These are the only two gaming publications that we
are aware of which can be considered direct competition as they both
charge for subscriptions. In terms of the lodging newsletters, Gaming
Venture has no competition that we are aware of.
Certain investment banking firms and also some hotel magazine companies
do send out e-mail daily, weekly and monthly news bulletins. Some are
just news clipping services, sending links to news stories on the
gaming and lodging industries while others focus on certain companies
or certain events. These bulletins are sent free to charge to their
clients or magazine subscribers but could be considered competition as
there is an overlap with some information.
There is no assurance that Gaming Venture will continue to compete
successfully with other established gaming and lodging news
enterprises, many who are part of much larger companies with greater
resources. Gaming Venture shall compete on the basis of quality and
on public taste in addition to a price basis. Inability to compete
successfully might result in increased costs, reduced yields and
additional risks to the investors herein.
Employees
As of March 31, 2004, Gaming Venture had 2 full-time employees, Alan
Woinski and Kim Santangelo-Woinski, current officers. The
newsletters are written, produced and distributed by these employees.
The Gaming Reports are marketed by Gaming Venture directly and through
other non-competing publications where the officers submit articles or
have some sort of relationship. The Daily Lodging Report - North
America is marketed by their partner. The consulting business is
conducted by the two officers.
In the event that the editor of Gaming Venture's publications submits
an article or speaks at a trade show or conference, there is no payment
given. The editor is identified as the editor of Gaming Industry
Weekly Report, Daily Lodging Report, etc. If it is an article, the
phone number or a web link is usually included in the description. At
a conference, the editor is usually allowed to have Gaming Venture's
newsletters and/or subscription order forms given out to attendees.
Properties
Gaming Venture rents an office facility from Lucky Management Corp., a
company considered controlled by Alan Woinski, an officer pursuant to a
five-year lease which began on January 1, 2001. The office facility is
located at 801 Pascack Road, Paramus, NJ 07652. Telephone number 201-
599-8484. Total related party rent expense was $24,160 and $24,412
for the years ended December 31, 2003 and 2002, respectively. Total
related party rent expense was $6,000 for each of the three months
ended March 31, 2004 and 2003.
17
Approximate future minimum lease payments at December 31, 2003 and
March 31, 2004 under this lease are as follows:
Year Ending
December 31,
------------
2004 $ 24,000
2005 24,000
----------
$ 48,000
==========
Period Ending
March 31,
-------------
2005 $ 18,000
Use of Proceeds
We will not receive any proceeds from the resale of securities by
selling stockholders.
Dividend Policy
We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.
Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.
Determination of Offering Price
We can give no assurance that a public market will develop for the
selling stockholders. We plan to have a NASD market maker distribute
any offers made by selling stockholders to the investing public. We
do not currently have a market maker. If the market maker receives
any bids from public investors, these will be shown to selling
stockholders. All sales by selling stockholders will have to be
matched by bids from the public.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Trends and Uncertainties. Demand for Gaming Venture's future products
and services will be dependent on, among other things, market
acceptance of Gaming Venture's concept, our proposed operations and
general economic conditions that are cyclical in nature. Inasmuch as
a major portion of our activities are the revenues generating from the
sale of our newsletters, Gaming Venture's business operations may be
adversely affected by competitors and prolonged recessionary periods.
18
On April 3, 1998, Casino Journal Publishing Group, Inc. and its
combined affiliates merged with Gaming Venture Corp., U.S.A., a Nevada
corporation. Casino Journal and its combined affiliates became wholly
owned subsidiaries of Gaming Venture, the legal acquiror. As the
shareholders of Casino Journal and its combined affiliated acquired 65%
of Gaming's outstanding voting shares, the merger was accounted for as
a reverse acquisition of Gaming Venture by Casino Journal, the
accounting acquiror in the transaction. Simultaneous with the
acquisition, Gaming Venture Corp., U.S.A. changed its name to Casino
Journal Publishing Group while the Gaming Venture's West, Inc.
subsidiary changed its name to Gaming Venture Corp., U.S.A.
On January 3, 2003, the board of directors of Casino Journal approved
the spin-off of one of its subsidiaries, Gaming Venture Corp., U.S.A.,
as a separate company on a basis of one share of Gaming Venture for
three shares of Casino Journal owned as of the record date. The record
date was April 1, 2003 and the initial distribution was made on April
30, 2003, the pay date. No fractional shares were issued prior to the
adjustment of the distribution ratio. The terms of this spin-off
arrangement were amended on May 13, 2003 to provide for a pro-rata
distribution of one share of Gaming Venture for each share of Casino
Journal owned as of the record date. No fractional shares were
issued. The additional shares required to provide for a pro-rata
distribution were sent to the shareholders on June 25, 2003. No cash
payments were made or received in connection with either the initial
spin-off distributions or the distributions completed to achieve a pro
rata distribution.
Due to the fact that the common shares distributed in the spin-off was
initially not on a pro-rata basis and the pay date was prior to
completion of the Form 10-SB, the exemption from registration provided
by Staff Legal Bulletin No. 4 is not available and Gaming Venture may
have violated Section 5 of the Securities Act of 1933.
Gaming Venture has incurred accumulated losses of $699,921 through
March 31, 2004. It also has annual operating costs of approximately
$300,000 and currently has insufficient revenues to mitigate these
operating losses. Gaming Venture plans to increase revenues by
increased newsletter sales, new newsletters catered to different
hospitality industries such as restaurants and timeshare, and
additional regional newsletters for the lodging industry.
Historically, Gaming Venture launched a new publication every two
years, resulting in a 20% increase in revenue. The last new
publication launched was the Daily Lodging Report - Asia Pacific in
February 2000.
Gaming Venture also plans to expand the consulting business to the
lodging industry along with expansion of gaming clients. Management
is in discussions with other hotel consulting companies to form
partnerships on consulting contracts. Gaming Venture is proposing to
provide investor communication services to the hotel companies and
assist on financial consulting in return for a portion of the retainer
fee. Management has held very preliminary discussions with certain
hotel consulting companies and public relations firms with hotel
19
company clients. The discussions have been general on possible
working together in the future on some mutual clients. There has been
no further progress on this as management has been focusing on existing
operations and completion of the spin-off.
Capital and Source of Liquidity.
For the three months ended March 31, 2004, Gaming Venture received
proceeds from the sale of marketable securities of $16,358.
For the three months ended March 31, 2003, Gaming Venture received
proceeds from the sale of marketable securities of $22,250.
For the three months ended March 31, 2004 and 2003, Gaming Venture did
not have any financing activities.
For the year ended December 31, 2003, Gaming Venture received proceeds
from the sale of marketable securities of $65,432 and a decrease in due
from affiliates of $2,238. As a result, Gaming Venture had net cash
provided by investing activities of $67,670.
For the year ended December 31, 2002, Gaming Venture acquired property
and equipment of $3,221. Additionally, Gaming Venture received
proceeds from the sale of marketable securities of $138,710 and an
increase in due from affiliates of $249. As a result, Gaming Venture
had net cash provided by investing activities of $135,240.
For the years ended December 31, 2003 and 2002, Gaming Venture did not
have any financing activities.
Results of Operations.
Gaming Venture had net losses of $5,073 and $32,796 for each of the
three months ended March 31, 2004 and 2003, respectively. The
significant decrease in net loss from the three months ended March 31,
2003 to the three months ended March 31, 2004 was mainly due to
decreased legal and accounting costs related to the completion of the
spin-off.
For the three months ended March 31, 2004, Gaming Venture had revenues
from subscriptions of $56,665, consulting of $20,100 and other revenue
of $1,049 with costs of revenues of $23,199. Gross profit for the
three months ended March 31, 2004 was $54,615.
For the three months ended March 31, 2003, Gaming Venture had revenues
from subscriptions of $43,467, consulting of $22,500 and other revenue
of $2,534 with costs of revenues of $16,694. Gross profit for the
three months ended March 31, 2003 was $51,807.
For the three months ended March 31, 2004, the increase in
subscriptions revenue of newsletters circulation of approximately
$13,000 and consulting revenue of approximately $2,400 from March 31,
2003 was mainly due to an increase in subscriptions and less consulting
business. Portions of the payroll, payroll taxes, employee benefits
20
and telephone expense were allocated to the cost of revenues based on
the percentage of time spent by the employee in connection with
generating revenues for the three months ended March 31, 2004 and 2003,
respectively.
General and administrative expenses for 2004 were decreased to $73,760
compared to $79,583 in 2003. This was due to a decrease in legal and
accounting fees to effectuate the spin-off in connection with the
preparation of the SEC filings and increased consulting. The general
and administrative expense for 2004 and 2003 consisted of mainly
salaries and related expenses, rent, investor relation expense and
professional fees.
For the three months ended March 31, 2004, Gaming Venture realized a
gain on marketable securities of $13,358. For the three months ended
March 31, 2003, Gaming Venture realized a loss on marketable securities
of $5,020.
For the three months ended March 31, 2004, Gaming Venture had an
increase in accounts receivable of $2,820. Deferred subscription
revenues increased by $10,602 as a result of the increase in its
newsletter subscriptions. Gaming Venture had depreciation and
amortization of $968. Net cash used in operations for the three
months ended March 31, 2004 was $9,681.
For the three months ended March 31, 2003, Gaming Venture had an
increase in accounts receivable of $3,405. Deferred subscription
revenues increased by $3,362 from the increase in its newsletter
subscriptions. Gaming Venture had depreciation and amortization of
$3,090. Gaming Venture had other non-cash adjustments of $17,237.
Net cash used in operation for the three months ended March 31, 2003
was $7,492.
Gaming Venture had net losses of $401,006 and $5,545 for each of the
years ended December 31, 2003 and 2002, respectively. The significant
increase in net loss from the year ended December 31, 2002 to the year
ended December 31, 2003 was mainly due to increased legal and
accounting costs related to the spin-off, and increase in the provision
for doubtful account on the amount due from former affiliate. Due
from former affiliate represents the intercompany balances between
Gaming Venture Corp. and Casino Journal Publishing Group. The
original understanding of the spin-off was that the intercompany
balances would be settled. These balances consist of payroll by CJPG
on behalf of Gaming Venture and payments by Gaming Venture on behalf of
CJPG. Since the original pay date of the spin-off, CJPG has refused
to negotiate regarding the collection of these intercompany
receivables. At the pay date of the initial distribution of April
30, 2003, the collection of due from former affiliates of approximately
$313,000 was uncertain and Gaming Venture has provided an allowance for
the entire amount.
21
For the year ended December 31, 2003, Gaming Venture had revenues from
subscriptions of $184,897, consulting of $74,239 and other revenue of
$4,396 with costs of revenues of $93,285. Gross profit for the year
ended December 31, 2003 was $170,247.
For the year ended December 31, 2002, Gaming Venture had revenues from
subscriptions of $162,620, consulting of $49,100 and other revenue of
$2,349 with costs of revenues of $76,631. Gross profit for the year
ended December 31, 2002 was $137,438.
For the year ended December 31, 2003, the increase in subscriptions
revenue of newsletters circulation of approximately $22,000 and
consulting revenue of approximately $25,000 from December 31, 2002 was
mainly due to an increase in subscriptions and more time devoted to the
consulting business. Portions of the payroll, payroll taxes, employee
benefits and telephone expense were allocated to the cost of revenues
based on the percentage of time spent by the employee in connection
with generating revenues for the year ended December 31, 2003 and 2002,
respectively.
General and administrative expenses for 2003 were greater at $272,302
compared to $231,802 in 2002. This was due to an increase in legal
and accounting fees to effectuate the spin-off in connection with the
preparation of the SEC filings and increased consulting. The general
and administrative expense for 2003 and 2002 consisted of mainly
salaries and related expenses, rent, investor relation expense and
professional fees.
For the years ended December 31, 2003 and 2002, Gaming Venture realized
a gain on marketable securities of $10,273 and $85,670, respectively.
In 2003, Gaming Venture had an increase in accounts receivable of
$3,940. Deferred subscription revenues increased by $16,886 from the
increase in its newsletter subscriptions. Gaming Venture had
depreciation and amortization of $8,994. Gaming Venture had an
increase in accounts payable and accrued expenses of $3,262. Gaming
Venture had a provision for doubtful accounts of $313,810 and had other
non-cash adjustments of $15,001. Net cash used in operations for the
year ended December 31, 2003 was $57,266.
In 2002, Gaming Venture had a decrease in accounts receivable of
$3,575. Deferred subscription revenues increased by $6,362 from the
increase in its newsletter subscriptions. Gaming Venture had
depreciation and amortization of $12,198 and a decrease in accounts
payable of $125. Gaming Venture had other non-cash adjustments of
$36,282. Net cash used in operation for the year ended December 31,
2002 was $32,923.
Critical Accounting Policies.
Revenue Recognition
Gaming Venture has two types of revenues, subscription revenue on
newsletters for gaming and lodging industries and consulting income on
22
gaming related business. Gaming Venture recognizes the revenue from
newsletter subscriptions when they are delivered to subscribers. Any
unfilled subscriptions are accounted for as deferred revenues.
Consulting revenue related to contracts with a short duration, are
recognized as income upon the completion of services. Gaming Venture
occasionally receives marketable securities in exchange for consulting
services. These transactions are valued at the quoted market price on
the applicable securities exchange on the date consulting contracts are
signed. Gaming Venture retains all rights and title of the securities
received.
Investment in Available for Sale Securities
Gaming Venture accounts for the marketable securities as available for
sale securities in accordance with SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." Gaming Venture acquires
its securities for cash or for consulting services rendered. Gaming
Venture does not intend to trade its securities with the objective of
generating profits based on short-term differences in price, but sells
the securities to generate cash for operations.
New Accounting Pronouncement
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" ("FIN 46"). FIN 46 is applicable immediately for variable
interest entities created after January 31, 2003. For variable
interest entities created before February 1, 2003, the provisions of
FIN 46 were originally are applicable no later than July 1, 2003. In
December 2003, the FASB deliberated certain proposed modifications and
revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable
to SB filers no later than the first reporting period ending after
December 15, 2004. The adoption of FIN 46(R) is not anticipated to
have a material impact on Gaming Venture's financial reporting.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial
instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity, by now requiring those instruments to be
classified as liabilities (or assets in some circumstances) in the
Balance Sheets. Further, SFAS No. 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. The
guidance in SFAS No. 150 generally is effective for all financial
instruments entered into or modified after May 31, 2003, and is
otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. The Company has evaluated SFAS No. 150
and determined that it does not have an impact on the Company's
financial reporting and disclosures.
23
Management
Board of Directors. The following persons listed below have been
retained to provide services as directors. All holders of common stock
will have the right to vote for directors of Gaming Venture. The board
of directors has primary responsibility for adopting and reviewing
implementation of the business plan of Gaming Venture, supervising the
development business plan, and review of the officers' performance of
specific business functions. The board is responsible for monitoring
management, and from time to time, to revise the strategic and
operational plans of Gaming Venture. Directors receive no cash
compensation or fees for their services rendered in such capacity. The
directors will serve until the next annual meeting scheduled for the
second quarter of 2004.
The Executive Officers and Directors are:
Name Position Term(s) of Office
<s> <c> <c>
Alan Woinski, age 39 President/Director Inception to present
Kim Woinski, age 40 Vice President/Director Inception to present
Derek James, age 47 Director January 2003 to present
Dan Rindos, age 53 Director January 2003 to present
Resumes.
Alan Woinski - Mr. Woinski is currently Chairman, CEO and President
and a Director of Gaming Venture. Mr. Woinski had been President and
CFO of Casino Journal Publishing Group, Inc., the parent company of
Gaming Venture from April 3, 1998 to March 31, 2003 resigning his
positions with Casino Journal upon completion of the spinoff. He will
remain as a consultant to Casino Journal. Mr. Woinski founded The
Gaming Industry Weekly Report in March 1992, The Gaming Industry Daily
Report in August 1996 and has been the editor since their inception.
Mr. Woinski was Vice President of A & E Printing, Inc. from January
1988 to December 1994. From January 1995 to July 1995, Mr. Woinski was
President of A & E Printing, Inc., a commercial printing company. As
Vice-President, Mr. Woinski was in charge of sales, marketing and
production. As president, Mr. Woinski's duties were expanded to hiring
and firing personnel, inventory control and overseeing all operations
of the company. From December 1992 to August 1995, Mr. Woinski was
also President of Lucky Management Corp, an investment advisory firm
that also held interests in other businesses including printing, real
estate, etc. As president, Mr. Woinski handled all investment
advisory accounts including being the advisor to the Monitrend Gaming
and Leisure fund. Mr. Woinski served as an advisor for the Monitrend
Gaming and Leisure Mutual Fund from October 1993 to December 1994 and
was Portfolio Manager of the High Rollers Investment Partnership from
December 1992 to October 1993. Duties as advisor and portfolio
manager included updates on the gaming industry including trend
analysis, technical analysis on securities of companies in the gaming
industry, buy and sell recommendations, etc. Mr. Woinski graduated
from Hofstra University in 1986.
24
Kim Santangelo-Woinski - Mrs. Woinski is currently Vice President and
a director of Gaming Venture. Mrs. Woinski had been a director of
Casino Journal Publishing Group, Inc., the parent company of Gaming
Venture from April 3, 1998 until March 31, 2003, resigning as a
director of Casino Journal upon completion of the spinoff. Mrs.
Woinski was Vice President of Lucky Management Corp., an investment
advisory firm that also held interests in other businesses including
printing, real estate, etc. from December 1992 to August 1995. Mrs.
Woinski was vice president in charge of all in-house accounting and
customer relations as well as running the entire office including
ordering supplies, equipment, etc. From January 1992 to January 1994,
Mrs. Woinski worked as operations manager/personal assistant to the
President of Tee Dee's, Inc., a womens clothing manufacturer. Mrs.
Woinski's duties included office management and personnel supervision.
From 1990 to 1992, Mrs. Woinski was beverage manager of Waypointe,
Inc., and served as beverage manager of Treadway Inn Hotel from 1989 to
1991. Her duties as beverage manager included hiring staff, inventory
and overseeing and filing report for the parent company.
Derek James. Derek James is a director of Gaming Venture. Mr. James
has been Corporate Controller of Casino Journal Publishing Group since
1995 and was promoted to CFO on April 1, 2003. Prior to that, Mr. James
was the Controller at Silver Threads, Ltd., a manufacturer of women's
apparel. Mr. James is from England and graduated Lewisham & Eltham
College in London in 1978 with an ACCA - Association of Certified &
Corporate Accountants.
Daniel F. Rindos. Mr. Rindos is a director of Gaming Venture. Mr.
Rindos was instrumental in the start up of the Subway sandwich chain in
Bridgeport in 1968-1971. From 1971 thru 1981, Mr. Rindos owned and
operated the Full Of Baloney sandwich shop chain consisting of 13
similar type stores operating throughout Connecticut. In 1981, Mr.
Rindos joined the family owned Bargain News, a statewide weekly
newsstand publication specializing in classified advertising. For the
past 5 years, Mr. Rindos has been Vice President of Bargain News, LLC.
In 1995, Mr. Rindos headed up the development and launch of the
company's web site.
Mr. Rindos has been active in the start up and ongoing operations of
several other businesses over the years including Gaming Venture,
Stratford Type, VDM Associates, Bacut Associates, Communication
Management Services, and Net Advisors, LLC, to name a few. Mr. Rindos
primarily provided initial support in areas such as marketing,
communications. In the case of GVC, he assisted us in the original
distribution of our newsletters. All have been successful and many are
still operating profitably today. Also, Mr. Rindos has always been
active in the local, statewide and National Republican Party, serving
several terms as National Committeeman, and Regional vice-Chairman of
the YGOP during his 20's and early 30's. He recently has been working
with the international FAPIA trade organization, a group of 85
classified ad publishing companies from over 35 countries. He is
currently exploring ways to help the member publishers pool their data
into an international classified ad database system for world wide
exposure of their content. He recently visited Moscow, Amsterdam, and
25
Vancouver and will be visiting Vienna and Dublin in 2003 on behalf of
the organization. Mr. Rindos operates out of the family publishing
headquarters located in Trumbull, Connecticut and current lives in
Milford, Connecticut.
Mr. Rindos attended the University of Bridgeport for two years and the
New York Institute of Technology for 2 years majoring in engineering
and physics with a business minor.
Executive Compensation.
The following table sets forth the aggregate compensation paid by
Gaming Venture to our Chief Executive Officer and any other officers
whose salaries and bonuses exceeded $40,000 or more per year for
services rendered during the periods indicated:
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Comp-
Position Ended ($) ($) Compen-Stock Options outs ensat'n
- -----------------------------------------------------------------
Alan Woinski
CEO, Pres. 12/31/01 $99,500 - - - - - -
12/31/02 $100,000 - - - - - -
12/31/03 $106,000 - - - - - -
Kim Woinski
V.P 12/31/01 $22,750 - - - - - -
12/31/02 $45,879 - - - - - -
12/31/03 $43,775 - - - - - -
In April of 1998, Casino Journal entered into five-year employment
contracts with Mr. Woinski in which he will serve as an officer. His
annual base salary ranged from $190,000 to $260,000 and he was
entitled to increases of 10% in the second through fifth year. Under
the agreement, he also received bonuses. Such bonuses were determined
by the members of the board of directors who took into account the
individual performances in making such determination. He will be
subject to a one-year covenant-not-to-compete with Casino Journal that
begins at the end of the term of such agreements. Mr. Woinski was
paid $128,667 (of which $49,500 was prior to the spinoff and the
remaining $79,167 was after April 1, 2003, the effective date of the
spinoff) and $246,400 for the years ended Trends and Uncertainties.
Demand for Gaming Venture's future products and services will be
dependent on, among other things, market acceptance of Gaming Venture's
concept, our proposed operations and general economic conditions that
are cyclical in nature. Inasmuch as a major portion of our activities
are the revenues generating from the sale of our newsletters, Gaming
Venture's business operations may be adversely affected by competitors
and prolonged recessionary periods.
26
On April 3, 1998, Casino Journal Publishing Group, Inc. and its
combined affiliates merged with Gaming Venture Corp., U.S.A., a Nevada
corporation. Casino Journal and its combined affiliates became wholly
owned subsidiaries of Gaming Venture, the legal acquiror. As the
shareholders of Casino Journal and its combined affiliated acquired 65%
of Gaming's outstanding voting shares, the merger was accounted for as
a reverse acquisition of Gaming Venture by Casino Journal, the
accounting acquiror in the transaction. Simultaneous with the
acquisition, Gaming Venture Corp., U.S.A. changed its name to Casino
Journal Publishing Group while the Gaming Venture's West, Inc.
subsidiary changed its name to Gaming Venture Corp., U.S.A.
On January 3, 2003, the board of directors of Casino Journal approved
the spin-off of one of its subsidiaries, Gaming Venture Corp., U.S.A.,
as a separate company on a basis of one share of Gaming Venture for
three shares of Casino Journal owned as of the record date. The record
date was April 1, 2003 and the initial distribution was made on April
30, 2003, the pay date. No fractional shares were issued prior to the
adjustment of the distribution ratio. The terms of this spin-off
arrangement were amended on May 13, 2003 to provide for a pro-rata
distribution of one share of Gaming Venture for each share of Casino
Journal owned as of the record date. No fractional shares were
issued. The additional shares required to provide for a pro-rata
distribution were sent to the shareholders on June 25, 2003. No cash
payments were made or received in connection with either the initial
spin-off distributions or the distributions completed to achieve a pro
rata distribution.
Due to the fact that the common shares distributed in the spin-off was
initially not on a pro-rata basis and the pay date was prior to
completion of the Form 10-SB, the exemption from registration provided
by Staff Legal Bulletin No. 4 is not available and Gaming Venture may
have violated Section 5 of the Securities Act of 1933.
Gaming Venture has incurred accumulated losses of $699,921 through
March 31, 2004. It also has annual operating costs of approximately
$300,000 and currently has insufficient revenues to mitigate these
operating losses. Gaming Venture plans to increase revenues by
increased newsletter sales, new newsletters catered to different
hospitality industries such as restaurants and timeshare, and
additional regional newsletters for the lodging industry.
Historically, Gaming Venture launched a new publication every two
years, resulting in a 20% increase in revenue. The last new
publication launched was the Daily Lodging Report - Asia Pacific in
February 2000.
Gaming Venture also plans to expand the consulting business to the
lodging industry along with expansion of gaming clients. Management
is in discussions with other hotel consulting companies to form
partnerships on consulting contracts. Gaming Venture is proposing to
provide investor communication services to the hotel companies and
assist on financial consulting in return for a portion of the retainer
fee. Management has held very preliminary discussions with certain
hotel consulting companies and public relations firms with hotel
27
company clients. The discussions have been general on possible
working together in the future on some mutual clients. There has been
no further progress on this as management has been focusing on existing
operations and completion of the spin-off.
Capital and Source of Liquidity.
For the three months ended March 31, 2004, Gaming Venture received
proceeds from the sale of marketable securities of $16,358.
For the three months ended March 31, 2003, Gaming Venture received
proceeds from the sale of marketable securities of $22,250.
For the three months ended March 31, 2004 and 2003, Gaming Venture did
not have any financing activities.
Results of Operations.
Gaming Venture had net losses of $5,073 and $32,796 for each of the
three months ended March 31, 2004 and 2003, respectively. The
significant decrease in net loss from the three months ended March 31,
2003 to the three months ended March 31, 2004 was mainly due to
decreased legal and accounting costs related to the completion of the
spin-off.
For the three months ended March 31, 2004, Gaming Venture had revenues
from subscriptions of $56,665, consulting of $20,100 and other revenue
of $1,049 with costs of revenues of $23,199. Gross profit for the
three months ended March 31, 2004 was $54,615.
For the three months ended March 31, 2003, Gaming Venture had revenues
from subscriptions of $43,467, consulting of $22,500 and other revenue
of $2,534 with costs of revenues of $16,694. Gross profit for the
three months ended March 31, 2003 was $51,807.
For the three months ended March 31, 2004, the increase in
subscriptions revenue of newsletters circulation of approximately
$13,000 and consulting revenue of approximately $2,400 from March 31,
2003 was mainly due to an increase in subscriptions and less consulting
business. Portions of the payroll, payroll taxes, employee benefits
and telephone expense were allocated to the cost of revenues based on
the percentage of time spent by the employee in connection with
generating revenues for the three months ended March 31, 2004 and 2003,
respectively.
General and administrative expenses for 2004 were decreased to $73,760
compared to $79,583 in 2003. This was due to a decrease in legal and
accounting fees to effectuate the spin-off in connection with the
preparation of the SEC filings and increased consulting. The general
and administrative expense for 2004 and 2003 consisted of mainly
salaries and related expenses, rent, investor relation expense and
professional fees.
28
For the three months ended March 31, 2004, Gaming Venture realized a
gain on marketable securities of $13,358. For the three months ended
March 31, 2003, Gaming Venture realized a loss on marketable securities
of $5,020.
For the three months ended March 31, 2004, Gaming Venture had an
increase in accounts receivable of $2,820. Deferred subscription
revenues increased by $10,602 as a result of the increase in its
newsletter subscriptions. Gaming Venture had depreciation and
amortization of $968. Net cash used in operations for the three
months ended March 31, 2004 was $9,681.
For the three months ended March 31, 2003, Gaming Venture had an
increase in accounts receivable of $3,405. Deferred subscription
revenues increased by $3,362 from the increase in its newsletter
subscriptions. Gaming Venture had depreciation and amortization of
$3,090. Gaming Venture had other non-cash adjustments of $17,237.
Net cash used in operation for the three months ended March 31, 2003
was $7,492.
Critical Accounting Policies.
Revenue Recognition
Gaming Venture has two types of revenues, subscription revenue on
newsletters for gaming and lodging industries and consulting income on
gaming related business. Gaming Venture recognizes the revenue from
newsletter subscriptions when they are delivered to subscribers. Any
unfilled subscriptions are accounted for as deferred revenues.
Consulting revenue related to contracts with a short duration, are
recognized as income upon the completion of services. Gaming Venture
occasionally receives marketable securities in exchange for consulting
services. These transactions are valued at the quoted market price on
the applicable securities exchange on the date consulting contracts are
signed. Gaming Venture retains all rights and title of the securities
received.
Investment in Available for Sale Securities
Gaming Venture accounts for the marketable securities as available for
sale securities in accordance with SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." Gaming Venture acquires
its securities for cash or for consulting services rendered. Gaming
Venture does not intend to trade its securities with the objective of
generating profits based on short-term differences in price, but sells
the securities to generate cash for operations.
New Accounting Pronouncement
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" ("FIN 46"). FIN 46 is applicable immediately for variable
interest entities created after January 31, 2003. For variable
interest entities created before February 1, 2003, the provisions of
FIN 46 were originally are applicable no later than July 1, 2003. In
December 2003, the FASB deliberated certain proposed modifications and
revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable
29
to SB filers no later than the first reporting period ending after
December 15, 2004. The adoption of FIN 46(R) is not anticipated to
have a material impact on Gaming Venture's financial reporting.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial
instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity, by now requiring those instruments to be
classified as liabilities (or assets in some circumstances) in the
Balance Sheets. Further, SFAS No. 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. The
guidance in SFAS No. 150 generally is effective for all financial
instruments entered into or modified after May 31, 2003, and is
otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. The Company has evaluated SFAS No. 150
and determined that it does not have an impact on the Company's
financial reporting and disclosures.
Management
Board of Directors. The following persons listed below have been
retained to provide services as directors. All holders of common stock
will have the right to vote for directors of Gaming Venture. The board
of directors has primary responsibility for adopting and reviewing
implementation of the business plan of Gaming Venture, supervising the
development business plan, and review of the officers' performance of
specific business functions. The board is responsible for monitoring
management, and from time to time, to revise the strategic and
operational plans of Gaming Venture. Directors receive no cash
compensation or fees for their services rendered in such capacity. The
directors will serve until the next annual meeting scheduled for the
second quarter of 2004.
The Executive Officers and Directors are:
Name Position Term(s) of Office
<s> <c> <c>
Alan Woinski, age 39 President/Director Inception to present
Kim Woinski, age 40 Vice President/Director Inception to present
Derek James, age 47 Director January 2003 to present
Dan Rindos, age 53 Director January 2003 to present
Resumes.
Alan Woinski - Mr. Woinski is currently Chairman, CEO and President
and a Director of Gaming Venture. Mr. Woinski had been President and
CFO of Casino Journal Publishing Group, Inc., the parent company of
Gaming Venture from April 3, 1998 to March 31, 2003 resigning his
positions with Casino Journal upon completion of the spinoff. He will
remain as a consultant to Casino Journal. Mr. Woinski founded The
Gaming Industry Weekly Report in March 1992, The Gaming Industry Daily
Report in August 1996 and has been the editor since their inception.
Mr. Woinski was Vice President of A & E Printing, Inc. from January
30
1988 to December 1994. From January 1995 to July 1995, Mr. Woinski was
President of A & E Printing, Inc., a commercial printing company. As
Vice-President, Mr. Woinski was in charge of sales, marketing and
production. As president, Mr. Woinski's duties were expanded to hiring
and firing personnel, inventory control and overseeing all operations
of the company. From December 1992 to August 1995, Mr. Woinski was
also President of Lucky Management Corp, an investment advisory firm
that also held interests in other businesses including printing, real
estate, etc. As president, Mr. Woinski handled all investment
advisory accounts including being the advisor to the Monitrend Gaming
and Leisure fund. Mr. Woinski served as an advisor for the Monitrend
Gaming and Leisure Mutual Fund from October 1993 to December 1994 and
was Portfolio Manager of the High Rollers Investment Partnership from
December 1992 to October 1993. Duties as advisor and portfolio
manager included updates on the gaming industry including trend
analysis, technical analysis on securities of companies in the gaming
industry, buy and sell recommendations, etc. Mr. Woinski graduated
from Hofstra University in 1986.
Kim Santangelo-Woinski - Mrs. Woinski is currently Vice President and
a director of Gaming Venture. Mrs. Woinski had been a director of
Casino Journal Publishing Group, Inc., the parent company of Gaming
Venture from April 3, 1998 until March 31, 2003, resigning as a
director of Casino Journal upon completion of the spinoff. Mrs.
Woinski was Vice President of Lucky Management Corp., an investment
advisory firm that also held interests in other businesses including
printing, real estate, etc. from December 1992 to August 1995. Mrs.
Woinski was vice president in charge of all in-house accounting and
customer relations as well as running the entire office including
ordering supplies, equipment, etc. From January 1992 to January 1994,
Mrs. Woinski worked as operations manager/personal assistant to the
President of Tee Dee's, Inc., a womens clothing manufacturer. Mrs.
Woinski's duties included office management and personnel supervision.
From 1990 to 1992, Mrs. Woinski was beverage manager of Waypointe,
Inc., and served as beverage manager of Treadway Inn Hotel from 1989 to
1991. Her duties as beverage manager included hiring staff, inventory
and overseeing and filing report for the parent company.
Derek James. Derek James is a director of Gaming Venture. Mr. James
has been Corporate Controller of Casino Journal Publishing Group since
1995 and was promoted to CFO on April 1, 2003. Prior to that, Mr. James
was the Controller at Silver Threads, Ltd., a manufacturer of women's
apparel. Mr. James is from England and graduated Lewisham & Eltham
College in London in 1978 with an ACCA - Association of Certified &
Corporate Accountants.
Daniel F. Rindos. Mr. Rindos is a director of Gaming Venture. Mr.
Rindos was instrumental in the start up of the Subway sandwich chain in
Bridgeport in 1968-1971. From 1971 thru 1981, Mr. Rindos owned and
operated the Full Of Baloney sandwich shop chain consisting of 13
similar type stores operating throughout Connecticut. In 1981, Mr.
Rindos joined the family owned Bargain News, a statewide weekly
newsstand publication specializing in classified advertising. For the
31
past 5 years, Mr. Rindos has been Vice President of Bargain News, LLC.
In 1995, Mr. Rindos headed up the development and launch of the
company's web site.
Mr. Rindos has been active in the start up and ongoing operations of
several other businesses over the years including Gaming Venture,
Stratford Type, VDM Associates, Bacut Associates, Communication
Management Services, and Net Advisors, LLC, to name a few. Mr. Rindos
primarily provided initial support in areas such as marketing,
communications. In the case of GVC, he assisted us in the original
distribution of our newsletters. All have been successful and many are
still operating profitably today. Also, Mr. Rindos has always been
active in the local, statewide and National Republican Party, serving
several terms as National Committeeman, and Regional vice-Chairman of
the YGOP during his 20's and early 30's. He recently has been working
with the international FAPIA trade organization, a group of 85
classified ad publishing companies from over 35 countries. He is
currently exploring ways to help the member publishers pool their data
into an international classified ad database system for world wide
exposure of their content. He recently visited Moscow, Amsterdam, and
Vancouver and will be visiting Vienna and Dublin in 2003 on behalf of
the organization. Mr. Rindos operates out of the family publishing
headquarters located in Trumbull, Connecticut and current lives in
Milford, Connecticut.
Mr. Rindos attended the University of Bridgeport for two years and the
New York Institute of Technology for 2 years majoring in engineering
and physics with a business minor.
Executive Compensation.
The following table sets forth the aggregate compensation paid by
Gaming Venture to our Chief Executive Officer and any other officers
whose salaries and bonuses exceeded $40,000 or more per year for
services rendered during the periods indicated:
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Comp-
Position Ended ($) ($) Compen-Stock Options outs ensat'n
- -----------------------------------------------------------------
Alan Woinski
CEO, Pres. 12/31/01 $99,500 - - - - - -
12/31/02 $100,000 - - - - - -
12/31/03 $106,000 - - - - - -
Kim Woinski
V.P 12/31/01 $22,750 - - - - - -
12/31/02 $45,879 - - - - - -
12/31/03 $43,775 - - - - - -
32
In April of 1998, Casino Journal entered into five-year employment
contracts with Mr. Woinski in which he will serve as an officer. His
annual base salary ranged from $190,000 to $260,000 and he was
entitled to increases of 10% in the second through fifth year. Under
the agreement, he also received bonuses. Such bonuses were determined
by the members of the Board of Directors who took into account the
individual performances in making such determination. He will be
subject to a one-year covenant-not-to-compete with Casino Journal that
begins at the end of the term of such agreements. Mr. Woinski was
paid $128,667 (of which $49,500 was prior to the spinoff and the
remaining $79,167 was after April 1, 2003, the effective date of the
spinoff) and $246,400 for the years ended December 31, 2003 and 2002,
respectively, as an officer of Casino Journal and Gaming Venture.
Except as discussed above, none of the other officers and/or directors
receive any compensation for their services and there are not plans to
pay any such compensation in the near future. All officers and
directors are, however, reimbursed for expenses incurred on behalf of
Gaming Venture. The board of directors expects to negotiate an
employment contract with Mr. Woinski shortly.
Gaming Venture presently and pays health insurance offered to
employees. Gaming Venture presently has no other pension, health,
stock option, annuity, bonus, insurance, profit-sharing or other
similar benefit plans; however, Gaming Venture may adopt such plans in
the future. There are presently no personal benefits available for
directors, officers or employees of Gaming Venture.
Gaming Venture has no compensation plans (including individual
compensation arrangements) under which equity securities of Gaming
Venture are authorized for issuance.
Employment Contracts and Termination of Employment and Change-in
Control Arrangements. There are no employment contracts, compensatory
plans or arrangements, including payments to be received from Gaming
Venture, with respect to any director or executive officer of Gaming
Venture which would in any way result in payments to any such person
because of his resignation, retirement or other termination of
employment with us or any subsidiary, any change in control of Gaming
Venture, or a change in the person's responsibilities following a
change in control of Gaming Venture.
Security Ownership of Certain
Beneficial Owners and Management
Resulting from successful completion of the spin-off from Casino
Journal, there are 6,514,427 common shares outstanding. The following
tabulates holdings of shares and other securities of Gaming Venture by
each person who, subject to the above, at the date of this prospectus,
holds of record or is known by management to own beneficially more than
5.0% of the common shares and, in addition, by all directors and
officers of Gaming Venture individually and as a group. The
33
following beneficial owner's shares of Gaming Venture have reflected
the adjustment of one share of Gaming Venture for each share of Casino
Journal Publishing Group with no fractional shares issued.
Shareholdings of beneficial owners at April 30, 2004:
Directors and Officers
Percentage of
Number & Class Outstanding
Name and Address of Shares Common Shares
<s> <c> <c>
Alan Woinski 1,040,545direct(2) 16%
PO Box 1396 126,000 indirect 1.93%
Paramus, NJ 07653
Kim Woinski 15,000 direct(1) .23%
PO Box 1396 1,151,545 indirect 17.70%
Paramus, NJ 07653
Lucky Management 111,000(1)(2) 1.70%
PO Box 1396
Paramus, NJ 07653
Dan Rindos 289,600 4.40%
30 Nutmeg Drive
Trumbull, Connecticut 06611
Director
Derek James 0 0.00%
5 Bryce's Court
Sicklerville, NJ 08081
5% or More Holders
Glenn Fine 953,026 14.63%
5240 Southeastern
Las Vegas, NV 89119
Lyle Berman 850,000 13.05%
433 Bushaway Road
Wayzata, MN 55391
Officers and Directors
as a Group (4 persons) 1,456,145 22.30%
(1)Alan Woinski is deemed to be the beneficial owner of 111,000 common
shares held by Lucky Management, a company controlled by Alan Woinski
and 15,000 common shares owned by his wife, Kim Woinski.
(2)Kim Woinski is deemed to be the beneficial owner of 584,493 common
shares held by Alan Woinski and 111,000 common shares held by Lucky
Management.
34
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
Certain Relationships and Related Transactions.
Gaming Venture rents an office facility from Lucky Management Corp., a
company considered controlled by Alan Woinski, an officer and director
pursuant to a five-year lease which began on January 1, 2001. Mr.
Woinski is a majority shareholder in Lucky Management Corp. Total
related party rent expense was $24,160 and $24,412 for the years ended
December 31, 2003 and 2002, respectively. Total related party rent
expense was $6,000 for each of the three months ended March 31, 2004
and 2003.
Approximate future minimum lease payments at December 31, 2003 and
March 31, 2004 under this lease are as follows:
Year Ending
December 31,
------------
2004 $ 24,000
2005 24,000
----------
$ 48,000
==========
Period Ending
March 31,
-------------
2005 $ 18,000
Due from Affiliate represents the intercompany balances between Gaming
Venture Corp. and Casino Journal Publishing Group. The original
understanding of the spin-off was that the intercompany balances would
be settled. These balances consist of payroll by CJPG on behalf of
Gaming Venture and payments by Gaming Venture on behalf of CJPG.
Since the pay date of the spin-off, CJPG has refused to negotiate
regarding the collection of these intercompany receivables. At the
pay date of April 30, 2003, the collection of due from former
affiliates of approximately $313,000 was uncertain and the Company has
provided an allowance for the entire amount.
Management of Casino Journal (including Mr. Woinski) fully intended to
pay the due from affiliate balance. The financial statements were
restated in June 2003 to change the way Mr. Woinski's salary had been
accounted for, thus changing the due from affiliate balance as Mr.
Woinski's salary was accounted for in prior years, splitting it between
35
Casino Journal and Gaming Venture, thus changing the due from affiliate
balance. As a result, the due from affiliate balance became $314,537
on December 31, 2003 and $312,299 as of March 31, 2003.
Mr. Woinski resigned as president, CFO and director of Casino Journal
effective April 1, 2003. As of that date, everyone believed the due
from affiliate balance was only $49,321 on December 31, 2003 and, if
there still was a small balance on April 1, it would be paid. Once
the financial statements were restated and the amount increased so
substantially, Gaming Venture approached Casino Journal regarding the
additional amounts determined to be due and it was only after those
discussions (in July 2003) that it became apparent to Gaming Venture
management (including Alan Woinski) that the collection of the
receivable was not certain.
Subsequent to the spin-off, Mr. Woinski will remain as a consultant to
Casino Journal for as long as Casino Journal remains public and/or a
reporting company and will be paid $45,000 per year. Casino Journal
filed a Form 15 on March 25, 2004 to terminate its obligation to file
reports under the Securities Act of 1934.
There are no other agreements between Casino Journal and Gaming Venture
post spin-off. The spin-off included all the operations, assets and
liabilities of the Gaming Venture subsidiary. Casino Journal did not
retain any liability once the spin-off was completed and Casino Journal
and Gaming Venture mutually released each other from any claims after
the spin-off.
Description of Capital Stock
The following statements constitute brief summaries of Gaming Venture's
Certificate of Incorporation and Bylaws, as amended.
Common Shares. Gaming Venture's articles of incorporation authorize it
to issue up to 50,000,000 common shares, $.001 par value per common
share.
Liquidation Rights. Upon liquidation or dissolution, each outstanding
common share will be entitled to share equally in the assets of Gaming
Venture legally available for distribution to shareholders after the
payment of all debts and other liabilities.
Dividend Rights. There are no limitations or restrictions upon the
rights of the board of directors to declare dividends out of any funds
legally available therefore. Gaming Venture has not paid dividends to
date and it is not anticipated that any dividends will be paid in the
foreseeable future. The board of directors initially may follow a
policy of retaining earnings, if any, to finance the future growth of
Gaming Venture. Accordingly, future dividends, if any, will depend
upon, among other considerations, Gaming Venture's need for working
capital and its financial conditions at the time.
36
Voting Rights. Holders of common shares of Gaming Venture are
entitled to voting rights of one hundred percent. Holders may cast one
vote for each share held at all shareholders meetings for all purposes.
Other Rights. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering.
Our bylaws allow action to be taken by written consent rather than at a
meeting of stockholders with the consent of the holders of a majority
of shares entitled to vote.
Transfer Agent. Florida Atlantic Stock Transfer, Inc. acts as Gaming
Venture's transfer agent.
Shares Eligible For Future Sale
Upon the date of this prospectus, there are 6,514,427 shares of our
common stock outstanding. Upon the effectiveness of this registration
statement, 3,255,256 shares of common stock to be resold pursuant to
this prospectus will be eligible for immediate resale in the public
market if and when any market for the common stock develops. The
remaining 3,259,171 shares restricted share within the meaning of Rule
144 under the Securities Act, are subject to the resale provisions of
Rule 144.
In general, under Rule 144, a person who has beneficially owned, for at
least one year, shares of common stock that have not been registered
under the Securities Act or that were acquired from an affiliate of
Gaming Venture is entitled to sell within any three-month period the
number of shares of common stock that does not exceed the greater of:
- one percent of the number of then outstanding shares of common
stock, or
- the average weekly reported trading volume during the four
calendar weeks preceding the sale.
Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of Gaming Venture under the Securities
Act during the three months preceding a sale and who has beneficially
owned such shares for at least two years is entitled to sell the shares
under Rule 144 without regard to the volume, notice, information and
manner of sale provisions. Affiliates must comply with the restrictions
and requirements of Rule 144 when transferring restricted shares even
after the two year holding period has expired and must comply with the
restrictions and requirements of Rule 144 in order to sell unrestricted
shares.
37
Prior to the offering, there has been no market for our common stock.
No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise cap through the issuance of additional equity
securities.
Plan of Distribution and Selling Stockholders
This prospectus relates to the resale of 6,514,427 shares of common
stock by the selling stockholders.
The selling shareholders will sell their common shares at $.07 per
common shares until our common shares are quoted on the OTC bulletin
board. Thereafter, the common shares may be priced at prevailing
market prices or privately negotiated prices.
If the selling shareholders engage in short selling activities, they
must comply with the prospectus delivery requirements of Section
5(b)(2) of the Securities Act.
Pursuant to Regulation M of the Securities Act, the selling
stockholders will not, directly or indirectly, bid for, purchase, or
attempt to induce any person to bid for or purchase their common shares
during the offering except for offers to sell or the solicitation of
offers to buy and unsolicited purchases that are not effected from or
through a broker or dealer, on a securities exchange or through an
inter-dealer quotation system or electronic communications network.
The table below sets forth information with respect to the resale of
shares of common stock by the selling stockholders. We will not receive
any proceeds from the resale of common stock by the selling
stockholders for shares currently outstanding.
Gaming Venture shall register, pursuant to this prospectus 6,514,427
common shares currently outstanding for the account of over 900
individuals or entities who were common shareholders in Casino Journal
as of the record date of the spin-off. The percentage owned prior to
and after the offering of the 5% or more holders not including the
officers and directors assumes the sale of all of the common shares
being registered on behalf of the selling shareholders.
# of Shares Total Shares Total Shares %
Being Before After After
Registered Offering Offering Offering
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
ALAN WOINSKI 1,040,545(direct) 1,040,545 1,040,434 16.00%
CEO/CFO/Director 126,000(indirect) 126,000 126,000 1.93%
KIM WOINSKI 15,000(direct) 15,000 15,000 .23%
Controller/Dir. 1,151,545(indirect) 1,151,545 1,151,545 17.70%
38
LUCKY MANAGEMENT 111,000(1)(2) 111,000 111,000 1.70%
DAN RINDOS 289,600 289,600 289,600 4.40%
Director
5% or More Holders
GLENN FINE 953,026 953,026 0 0.00%
LYLE BERMAN 850,000 850,000 850,000 13.05%
Other Holders
ABERLE, ARTHUR AND
JEANNINE MILLER 1 1 0 0.00
ACKERMAN, KENNETH J 1,250 1,250 0 0.00
ADAMS, DENISE 413,277 413,277 0 0.00
ADAMS, RUSSELL 1 1 0 0.00
ADDISON, HAROLD B I AND LADYNE 1 1 0 0.00
ADLER, KENNETH AND GRETA 1 1 0 0.00
ALAMPI, JERRY 1 1 0 0.00
ALBA, LOUIS J 1 1 0 0.00
ALDEN, FRANK MD 2 2 0 0.00
ALLARD, DONALD F 2 2 0 0.00
ALLEN, TOM AND SUSAN 1 1 0 0.00
AMDUR, CARL FLORENCE R AMDUR JT WROS 1 1 0 0.00
AMERS, TERRELL 10,050 10,500 0 0.00
AMON, ALDA 1 1 0 0.00
ANDERSON, GEORGE A AND EMILY M 1 1 0 0.00
ANDERSON, JAMES M 1 1 0 0.00
AREYZAGA, LUCY 1 1 0 0.00
ARIAS, MARIA C 1 1 0 0.00
ARMENI, ARTHUR P 1 1 0 0.00
ARMENI, JOSEPH A 1 1 0 0.00
ARNOLD, CLAUDIA J 1 1 0 0.00
ARNOLD, WILLIAM AND LUCY 3 3 0 0.00
ARTZ, RAY L AND SUSAN E 1 1 0 0.00
ASHLEY, ANDREW W 1 1 0 0.00
AVCOCK, JOHN R 3 3 0 0.00
AVOLIO, ANTHONY AND REGINA 1 1 0 0.00
BABER, JOHN W 1 1 0 0.00
BAKER, ALICE H. AND JOHN J. 1 1 0 0.00
BAKER, HUBERT GLENN 1 1 0 0.00
BALFE, WYONNE V 10,050 10,050 0 0.00
BALINT, GEORGE 1 1 0 0.00
BALINT, MARY 1 1 0 0.00
BALLAUF, RUDOLPH J AND
ELAIN REBECCHI AND BALLAUF, RON 1 1 0 0.00
BAPTISTA, MANUEL AND DONNA 1 1 0 0.00
BARBIERI, RICHARD E AND MARY L 1 1 0 0.00
BARNES, LINDA A 1 1 0 0.00
BARNES, WALTER W AND CYNTHIA 1 1 0 0.00
BARNHART, MARLIN 1 1 0 0.00
BARNHART, WILLIAM AND BETTY 1 1 0 0.00
BARTOLI, RUTH A 1 1 0 0.00
BASS, DAVID AND CAROL 3 3 0 0.00
BATTISTA, ANTHONY 1 1 0 0.00
39
BAUER, KENNETH W AND NANCY J AND
SALDARIMI, NANCY J 1 1 0 0.00
BAUR, JOE 1 1 0 0.00
BAXTER, RICHARD D 1 1 0 0.00
BAYNE, EDITH AND JOHN H 1 1 0 0.00
BEAL, JOHN 3 3 0 0.00
BEARD, RUDOLPH M 1 1 0 0.00
BECK, JOHN M AND RUTH L 1 1 0 0.00
BEHNKE, EDWARD JOHN JR 1 1 0 0.00
BEHREN, RONALD G 1 1 0 0.00
BELL, RODNEY 1 1 0 0.00
BENCE, KEVIN J. 1 1 0 0.00
BENIANTI, ANTHONY AND MARGARET A 1 1 0 0.00
BENJAMIN, IMOGENE W 1 1 0 0.00
BENNETT, JUANITA 1 1 0 0.00
BERG, ANN 10,500 10,500 0 0.00
BERMAN, ALLAN 1 1 0 0.00
BERMAN, DALE J 1 1 0 0.00
BERMAN, MIRIAM 1 1 0 0.00
BERNSTEIN, WILLIAM 1 1 0 0.00
BERTAM, WILLIAM 1 1 0 0.00
BIBBEE, HELEN L 3 3 0 0.00
BIBLE, DONALD R AND TONIA T 1 1 0 0.00
BIDNEY, PETER AND MELL, JEFFREY 1 1 0 0.00
BIERTEMPFEL, DONALD F AND LOIS E 3 3 0 0.00
BIESZCZAD, ROBERT L AND KATHLEEN M 1 1 0 0.00
BIOCHOT, DINA 25 25 0 0.00
BITTEL, JAMES X. 1 1 0 0.00
BLACKEMANS VALLEY OFFICE INC 2,000 2,000 0 0.00
BLAIN, ROGER AND BLAIN, ALBERTA 1 1 0 0.00
BLANKFIELD, CECIL E AND KRANSKY, STEVEN 1 1 0 0.00
BLASKO, KIRK S 1 1 0 0.00
BLITZ, ROBERT AND ESTHER 1 1 0 0.00
BOBROW, KIMBERLY B 1 1 0 0.00
BOEHM, NORMAN AND HAZEL 1 1 0 0.00
BOERRIGTER, GLEN 1 1 0 0.00
BOESS, RICHARD SCOTT 1 1 0 0.00
BOETTGER, CLAYTON G 1 1 0 0.00
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MARTIN, RICHARD AND ELIZABETH 1 1 0 0.00
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MAXNER, JAMES I 1 1 0 0.00
MAXNER, JAMES I 1 1 0 0.00
MAZZA, ARTHUR 4 4 0 0.00
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MEDOW, NATHAN 1 1 0 0.00
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MEHNET, MICHAEL N 1 1 0 0.00
MEHTA, RAJNI 1 1 0 0.00
MELLER, VICTOR S AND GRACE S 1 1 0 0.00
MELMAN, MORTON D D S AND ROBERTA J 1 1 0 0.00
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MERDOWS, MICHELE N 1 1 0 0.00
MERZON, KAREN 1 1 0 0.00
METELSKY, GEORGE DANIEL 1 1 0 0.00
MEYER, ERIC A 1 1 0 0.00
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MILLER, OLEN V 1 1 0 0.00
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MILLS, RICHARD P AND BONITA J 5,025 5,025 0 0.00
49
MINDREBO, JUDY AND RICHARD 1 1 0 0.00
MIRAGLIA, JOSEPH C AND VIOLET JANE 1 1 0 0.00
MITCHELL, JAMES AND MARY 1 1 0 0.00
MITCHELL, WILLIAM R 5 5 0 0.00
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MONG, JANE DE 4 4 0 0.00
MONIE, PAULA 1 1 0 0.00
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MORAGLIA, CHARLES 2 2 0 0.00
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MORGAN, WALTER AND VICKY 2 2 0 0.00
MORIN, MARCEL G AND EMMA A 5 5 0 0.00
MORISON, JACK R 1 1 0 0.00
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50
OTTO, ROBERT 1 1 0 0.00
OWINGS, JEFFERSON W 1 1 0 0.00
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POST, STANLEY A AND MARIE E 1 1 0 0.00
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RACHLIN, STEVEN 1 1 0 0.00
RAIMO, GERMAINE 1 1 0 0.00
RAJCA, JAMES J AND MELAINE 1 1 0 0.00
51
RAKOCZY, JOHN J AND EVE M 1 1 0 0.00
RALSTON, DAVID 1 1 0 0.00
RAMONDO, CHARLES 1 1 0 0.00
RANNELLONE C/F, JOHN LISA RANELLONE 1 1 0 0.00
RAPHAEL, BARRY D 1 1 0 0.00
RAPP, KARI 1 1 0 0.00
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RAYMUND, DAVID 1 1 0 0.00
REDDY, HARRY AND JILL 1 1 0 0.00
REED, JOANNA 1 1 0 0.00
REINER, ALBERT I AND HELEN 1 1 0 0.00
REINER, DAVID S AND KAREN H 1 1 0 0.00
REOVEST 25 25 0 0.00
RETIREMENT ACCOUNTS INC 125 125 0 0.00
RHODES, DONALD LEE AND WANDA FAY 2 2 0 0.00
RICHARDS, ROY OSCAR 3 3 0 0.00
RICK, JOHN L 1 1 0 0.00
RIELLE, RUSSELL A 1 1 0 0.00
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RIMERT, ANGELA L AND KARR, ALICE E 1 1 0 0.00
RIVERA, EUGENIO AND MILAGROS 1 1 0 0.00
ROACH, JAMES AND LINDA F. 1 1 0 0.00
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ROBERTS, RALPH E 1 1 0 0.00
ROBERTSON, LISA 125,000 125,000 0 0.00
ROBERTSON, CHARLES D AND LOUISE E 6 6 0 0.00
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ROCHETTE, NANCY AND PAUL 1 1 0 0.00
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RYBAK, JUDY 1 1 0 0.00
RYON, WILLIAM E JR AND DOROTHY L 1 1 0 0.00
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SABES, JON 250,000 250,000 0 0.00
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SALLEY, DAVID L AND TERESA M 1 1 0 0.00
SANFORD, JON 1 1 0 0.00
SANSONE, CAESAR AND JOAN 1 1 0 0.00
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52
SARULLO, JOSEPH 1 1 0 0.00
SASSON, JOEY 1 1 0 0.00
SAUERBORN, DONALD 1 1 0 0.00
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SCALES, CHARLES E 1 1 0 0.00
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SCHABEL, GLENN 1 1 0 0.00
SCHAEFER, PATRICK J 353 353 0 0.00
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SCHUETTE, HERBERT M AND MARGARET L 1 1 0 0.00
SCHULTZ, DAVID R 1 1 0 0.00
SCHWARTZ, BARRY 1 1 0 0.00
SCULL, WILLIAM G AND LILLIAN M 2 2 0 0.00
SDL NUMISMATIC PROPERTIES INC 300 300 0 0.00
SEBASTIAN, DAVID AND AUDRA K 1 1 0 0.00
SEGULJIC, THOMAS S 1 1 0 0.00
SELLETTI, LORETTA AND HENRY 1 1 0 0.00
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SETAR, CHARLES AND SHIRLEY R 1 1 0 0.00
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SHAH, JAYANTILAL 1 1 0 0.00
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SIMON, LIONEL 3 3 0 0.00
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SINGER, WILLIAM R JR 1 1 0 0.00
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SLAVEN, JACK D 1 1 0 0.00
SMITH, ANDREW 1 1 0 0.00
SMITH, CLARENCE AND JIMMIE 5 5 0 0.00
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SMITH, MICHAEL E 1 1 0 0.00
53
SMITH, MICHEL E 1 1 0 0.00
SMITH, PAMELA S 1 1 0 0.00
SMITH, ROBERT L AND PATRICIA A 1 1 0 0.00
SMITHSON, CLARENCE HENRY 1 1 0 0.00
SNIFFEN, ARDEN L AND KIMBERLY A 1 1 0 0.00
SNYDER, JACK 1 1 0 0.00
SNYDER, MICHAEL AND BILLIE L SNYDER 1 1 0 0.00
SOLOMAN, KENNETH A AND VICKI E 1 1 0 0.00
SOLOMON, FRED L 25 25 0 0.00
SOPKA, DENNIS G 1 1 0 0.00
SORENSON, RAYMOND R AND SUNG S 1,400 1,400 0 0.00
SOTO, EDWIN 1 1 0 0.00
SOULMAN, SCOTT H 1 1 0 0.00
SPAHR, JAMES M AND VERNAMAE 1 1 0 0.00
SPARKS, WILLIS R AND OLA GWEN 1 1 0 0.00
SPAULDING, LEN AND SARA JANE 1 1 0 0.00
SPIHLMANN, MAURICE F AND JONELLA 1 1 0 0.00
SPONBURGH, GARLAND PETER AND
ANNA CATHERINE 6 6 0 0.00
SPORIE, MARJORIE 100 100 0 0.00
SPRINGER, WAYNE AND RUTHAM 1 1 0 0.00
SPRUILL, ROBERT E 3 3 0 0.00
STANDLEE, CLEO T. 1 1 0 0.00
STAR, TIM C 50 50 0 0.00
STATE ST BANK AND TRUST CO CUST IRA OF
GIRTHA WILLIAMS U/A DTD 10/12/88 1 1 0 0.00
STATE ST BANK AND TRUST CUST IRA OF
ROBERT L WILLIAMS U/A DTD 1012/88 1 1 0 0.00
STECKLER, LARRY 1 1 0 0.00
STEINER, BERNARD 1 1 0 0.00
STEJSKAL, ROBERT J 1 1 0 0.00
STEWART, MARY K. 1 1 0 0.00
STIEFF, STEPHEN AND GENINE E. 1 1 0 0.00
STIER, JERRY E AND KATHERINE I 1 1 0 0.00
STIFEL, DORIS N 1 1 0 0.00
STOKES, JOHN T 1 1 0 0.00
STONE, LINDA 1 1 0 0.00
STOVALL, LILLIAN M 1 1 0 0.00
STRIGGEL, JAMES C 1 1 0 0.00
STROBEL, RICHARD C AND JANNET STROBEL 1 1 0 0.00
STRUMBOS, PETER W 1 1 0 0.00
STURTZ, DANIEL 1 1 0 0.00
SULLIVAN, CAROL A 1 1 0 0.00
SUN, WEN WEI AND YA LIEN 1 1 0 0.00
SUTO, ELEK J 13 13 0 0.00
T.D.M.CINC. 1 1 0 0.00
TALLEY, MICHAEL A 1 1 0 0.00
TAMBILAIKIS, JONUS 1 1 0 0.00
TANAGHO, ALFRED 1 1 0 0.00
TARR TRUST CHARLES TARR AND LENKE 25,125 25,125 0 0.00
TATE, NANCY LEE 1 1 0 0.00
TAYLOR, FRANKLIN 7 7 0 0.00
TEMPLE, EDWARD J 1 1 0 0.00
TEPEDINO, JAMES 1 1 0 0.00
THALEN, SHELDON 1 1 0 0.00
54
THEIS, RALPH U. AND BARBARA J. 1 1 0 0.00
THIEDKE, RAYMOND AND RITA 1 1 0 0.00
THIMMES, DAVID AND RUTH 1 1 0 0.00
THOMAS, RICHARD K AND MARY BESS 1 1 0 0.00
THOMAS, RUTH S AND LATHAM, KAREN 1 1 0 0.00
THOMPSON, JERRY 1 1 1 0.00
THOMPSON, WILLIAM E 6 6 0 0.00
TIBBETTS, JOHN 10,050 10,050 0 0.00
TINELLI, JOSEPH 1 1 0 0.00
TING, DAVID AND MEI LING 1 1 0 0.00
TOLLI, DOMINICK C AND JUDITH A 1 1 0 0.00
TOLSON, MAXIE JR 1 1 0 0.00
TOUCHSTONE, STEVEN J 1 1 0 0.00
TRAIL, ORVAL L. 1 1 0 0.00
TREPPER, MARTIN 3 3 0 0.00
TRIANO, SALVATORE A JR 2 2 0 0.00
TROISI, ROBIN 1 1 0 0.00
TRUSSEL, PENCIA A 1 1 0 0.00
TSAY, PETER R AND LYNDA 5 5 0 0.00
TUCKER, JERROLD 11 11 0 0.00
TULINO, ANTHONY S AND LATITIA 1 1 0 0.00
TUOZZOLI, THERESA V 1 1 0 0.00
TURCOTTE, GEORGE 3 3 0 0.00
TURK, JAMES W 1 1 0 0.00
TURPIN, WADE M AND LAURA M 1 1 0 0.00
TUTTLE, LEROY 4 4 0 0.00
TWIDDY, MARY K 1 1 0 0.00
UDINE, MOREY AND TOBEY 1 1 0 0.00
ULRICH, RAGNHILD KJELDAAS AND
ULRICH, STEVEN 3 3 0 0.00
UNDERHILL, ROBERT E 1 1 0 0.00
VALENTINE, EMILY P 1 1 0 0.00
VALENTINE, HARRY M 1 1 0 0.00
VENING, RAYMOND B. 1 1 0 0.00
VH1 SAVE THE MUSIC 10,000 10,000 0 0.00
VIDA, MIRO AND MARIA 3 3 0 0.00
VILAGI, CHRISTOPHER 1 1 0 0.00
VILLAREAL, RENE 1 1 0 0.00
VISWANATHAN, ANANGUR 1 1 0 0.00
WADE, MAE E. AND WILLIAM H. 1 1 0 0.00
WAGNER, RANDAL 4 4 0 0.00
WAGNER, WILLIAM HENERY 13 13 0 0.00
WALBORN, DAVID 1 1 0 0.00
WALKER, FORREST R 1 1 0 0.00
WALSH, MARGARET 1 1 0 0.00
WALSH, WILLIAM J. AND EILEEN L. 1 1 0 0.00
WARREN, JOHN 1 1 0 0.00
WASCHKO, GEORGE 1 1 0 0.00
WASHINGTON, LYDIA B 1 1 0 0.00
WATERS, WARREN E. 1 1 0 0.00
WATSTEIN, FRED AND EDITH 2 2 0 0.00
WATSTEIN, KEITH 2 2 0 0.00
WEATHERS, GAIL 1 1 0 0.00
WEBB, JUTTA 3 3 0 0.00
55
WEBER, GEORGE 9 9 0 0.00
WEBER, TIMOTHY 5 5 0 0.00
WEISS, G SCOTT 1 1 0 0.00
WEST, ROBERT AND HELEN 1 1 0 0.00
WEST, ROCKY L. AND MARY J. 3 3 0 0.00
WHEATLEY, QUENTIN 3 3 0 0.00
WHELLER, TED W 1 1 0 0.00
WHITACRE, JOHN W JR AND LYNNETTE S 1 1 0 0.00
WHITAKER, LILLIAN E 1 1 0 0.00
WHITE, MARIE ROBINSON 9 9 0 0.00
WHITE, TERRY LYNN 1 1 0 0.00
WHITSETT, ALFRED AND MARGARET 1 1 0 0.00
WILHELM, GRACE C AND MARK S 1 1 0 0.00
WILKENS, ED 1 1 0 0.00
WILKINSON, JAY 1 1 0 0.00
WILLIAMS, SHERMAN AND CAROLYN B 1 1 0 0.00
WILSON, ERIC 1 1 0 0.00
WISE, MANUEL F AND MYRTICE H 1 1 0 0.00
WISLER, KATHLEEN M 1 1 0 0.00
WITEK, EDWARD J AND JUNE 10 10 0 0.00
WITKAVAGE, GEORGE J. AND MARILYN 3 3 0 0.00
WITZL, FRANCIS P AND JUDITH C 1 1 0 0.00
WOLFSON, SAM AND ARLYNE WOLFSON 1 1 0 0.00
WOLTER, JOHN 1 1 0 0.00
WON, CHONG AND KYUNG AE LEE 1 1 0 0.00
WONG, JOHNNY AND BARBARA 25 25 0 0.00
WOOD, CAROL 1 1 0 0.00
WOOD, KENNETH A AND CAROLYN 2 2 0 0.00
WOODHILL TRUST
RONALD L AND BARBARA J WOODHILL 10,050 10,050 0 0.00
WOODMANSEE, PAUL R. 1 1 0 0.00
WOODS, MICHAEL G AND MARIE E 3,000 3,000 0 0.00
WORLEY, CURTIS W 1 1 0 0.00
WORNER, ROGER O 1 1 0 0.00
WRONSKI, CHESTER 1 1 0 0.00
WU, DANEIL 8 8 0 0.00
WUJCIK, EDWARD 1 1 0 0.00
YANES, MARWAN 1 1 0 0.00
YENKE, MARY AND BRIAN K 1 1 0 0.00
YORK, WILLIAM 1 1 0 0.00
ZACHAREWICZ, LOUISE 1 1 0 0.00
ZECHMEISTER, JERRY 1 1 0 0.00
ZEPHIRIN, LUC C/F LUCIENNE ZEPHIRIN
UGMA/PA 1 1 0 0.00
ZIMA ROOFING INC 1 1 0 0.00
ZIMMERMAN, IRVING B 1 1 0 0.00
ZINDEL, CARL 3 3 0 0.00
ZIPKIN, LAURENCE S 250,000 250,000 0 0.00
ZIPKIN, DAVID 100,000 100,000 0 0.00
ZUROWSKI, MICHELLE 5,025 5,025 0 0.00
ZUTTERMEISTER, ROBERT L 100 100 0 0.00
ZUVER, PHYLLIS L 1 1 0 0.00
(1)Alan Woinski is deemed to be the beneficial owner of 111,000 common
shares held by Lucky Management, a company controlled by Alan Woinski
and 15,000 common shares owned by his wife, Kim Woinski.
56
(2)Kim Woinski is deemed to be the beneficial owner of 1,040,545 common
shares held by Alan Woinski and 111,000 common shares held by Lucky
Management.
The 6,514,427 shares offered by the selling stockholders may be sold by
one or more of the following methods, without limitation:
- ordinary brokerage transactions and transactions in which the
broker solicits purchases; and
- face-to-face transactions between sellers and purchasers without
a broker-dealer. In effecting sales, brokers or dealers engaged by the
selling stockholders may arrange for other brokers or dealers to
participate.
Brokers or dealers may receive commissions or discounts from the
selling stockholders in amounts to be negotiated. Brokers and dealers
and any other participating brokers or dealers may be deemed to be
underwriters within the meaning of the Securities Act, in connection
with any sales.
The selling stockholder or dealer effecting a transaction in the
registered securities, whether or not participating in a distribution,
is required to deliver a prospectus.
As a result of these shares being registered under the Securities Act,
selling stockholders who subsequently resell the shares to the public
themselves may be deemed to be underwriters with respect to the shares
of common stock for purposes of the Securities Act with the result that
they may be subject to statutory liabilities if the registration
statement to which this prospectus relates is defective by virtue of
containing a material misstatement or omitting to disclose a statement
of material fact. We have agreed to indemnify the selling
stockholders regarding such liability.
Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
57
In the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
Market for Common Stock and
Related Stockholder Matters
Market Information. Gaming Venture's common stock is not included in
the pink sheets or in the OTC Bulletin Board maintained by the NASD.
Gaming Venture plans to apply the OTC Bulletin Board.
There is no public trading market for Gaming Venture Corp.'s common
stock and that there is no guarantee any trading market will develop.
Holders. The sole shareholder of record of Gaming Venture's common
stock, as of December 31, 2003 was Casino Journal Publishing Group,
Inc. As a result of the spin-off, the approximate number of record
holders of Gaming Venture Corp. is 940.
Dividends. Holders of Gaming Venture's common stock are entitled to
receive such dividends as may be declared by its board of directors
after the spin-off has been completed.
Experts
The financial statements of Gaming Venture appearing in this
registration statement have been audited by FRIEDMAN ALPREN & GREEN
LLP, independent auditors, as set forth in their report on page 49, and
are included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
Legal Matters
Certain legal matters with respect to the issuance of shares of common
stock offered by this prospectus will be passed upon by Jody Walker
Where You Can Find More Information
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:
Our fiscal year ends on 12/31. We are a reporting company and file
annual, quarterly and current reports with the SEC. You may read and
copy any reports, statements, or other information we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington D.C. 20549.
You can request copies of these documents, upon payment of a
duplicating fee by writing to the SEC. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on
the SEC Internet site at http:\\www.sec.gov.
58
6,514,427 Shares
GAMING VENTURE CORP., U.S.A.
Prospectus
Common Stock
May 28, 2004
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING SECURITY HOLDERS
ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE
DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF COMMON STOCK.
Until 2004, all dealers and selling stockholders
that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
59
FINANCIAL STATEMENTS
The following financial statements required by Item 310 of Regulation
S-B are furnished below:
Balance Sheet - March 31, 2004
Statement of Operations for the three months ended March 31, 2004 and
2003
Statement of Comprehensive Loss for the three months ended March 31,
2004 and 2003
Statement of Cash Flows for the three months ended March 31, 2004 and
2003
Notes to Financial Statements
Independent Auditor's Report dated February 16, 2004
Balance Sheets - December 31, 2003 and 2002
Statement of Operations for the years ended December 31, 2003 and 2002
Statement of Comprehensive Loss for the years ended December 31, 2003
and 2002
Statement of Changes In Stockholders' Equity for the years ended
December 31, 2003 and 2002
Statement of Cash Flows for the Years Ended December 31, 2003 and 2002
Notes to Financial Statements
60
GAMING VENTURE CORP., U.S.A.
CONDENSED BALANCE SHEET
MARCH 31, 2004
(UNAUDITED)
ASSETS
------
Current assets
Cash $ 448,826
Accounts receivable 12,558
Investment in marketable securities 93,970
----------
Total current assets 555,354
Property and equipment - at cost, less accumulated
depreciation 6,350
----------
$ 561,704
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 3,263
Deferred revenues 93,527
----------
Total current liabilities 96,790
----------
Shareholders' equity
Common stock, $.001 par value; 50,000,000 shares
authorized, 6,514,427 shares issued and outstanding 6,514
Additional paid-in capital 1,324,045
Accumulated unrealized loss on investments (165,724)
Accumulated deficit (699,921)
----------
464,914
----------
$ 561,704
==========
The accompanying notes are an integral part of these condensed financial
statements.
61
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Revenues
Subscriptions $ 56,665 $ 43,467
Consulting 20,100 22,500
Other 1,049 2,534
---------- ----------
Total revenues 77,814 68,501
Cost of revenues 23,199 16,694
---------- ----------
Gross profit 54,615 51,807
General and administrative expenses 73,760 79,583
---------- ----------
(19,145) (27,776)
Other income (expense)
Realized gain (loss) on marketable securities 13,358 (5,020)
Other 714 -
---------- ----------
14,072 (5,020)
Net loss $ (5,073) $ (32,796)
========== ==========
Basic and diluted loss per share $ (0.00)* $ (0.005)
========== ==========
Shares used in calculation of loss per share 6,514,427 6,514,427
========== ==========
*Amount is less than $.005
The accompanying notes are an integral part of these condensed financial
statements.
62
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Net loss $ (5,073) $ (32,796)
---------- ----------
Reclassification adjustments for (gains)
losses included in net loss (9,100) 561
Unrealized gain on investments 5,261 6,159
---------- ----------
Other comprehensive income (loss) (3,839) 6,720
---------- ----------
Comprehensive loss $ (8,912) $ (26,076)
========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
63
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Cash flows from operating activities $ (9,681) $ (7,492)
Cash flows from investing activities 16,358 22,250
---------- ----------
Net increase in cash 6,677 14,758
Cash, beginning of period 442,149 431,745
---------- ----------
Cash, end of period $ 448,826 $ 446,503
========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
64
GAMING VENTURE CORP., U.S.A.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Gaming Venture Corp., U.S.A. was incorporated on June 1, 1995 in
the State of Nevada. The operations and objectives of the Company are
to provide various types of gaming reports and newsletters regarding
the gaming and hospitality industries. The Company also provides
consulting and advisory services to the gaming and hospitality
industries.
On April 3, 1998, Casino Journal Publishing Group, Inc. ("CJPG")
and its combined affiliates merged with Gaming Venture Corp., U.S.A.
("Gaming" or the "Company"), a Nevada corporation. CJPG and its
combined affiliates became wholly owned subsidiaries of Gaming, the
legal acquirer. As the shareholders of CJPG and its combined
affiliates acquired 65% of Gaming's outstanding voting shares, the
merger was accounted for as a reverse acquisition of Gaming by CJPG,
the accounting acquirer in the transaction. Simultaneous with the
acquisition, Gaming changed its name to CJPG.
On January 3, 2003, the board of directors of Casino Journal approved
the spin-off of one of its subsidiaries, Gaming Venture Corp., U.S.A.,
as a separate company on a basis of one share of Gaming Venture for
three shares of Casino Journal owned as of the record date. The record
date was April 1, 2003 and the initial distribution was made on April
30, 2003, the pay date. No fractional shares were issued prior to the
adjustment of the distribution ratio. The terms of this spin-off
arrangement were amended on May 13, 2003 to provide for a pro-rata
distribution of one share of Gaming Venture for each share of Casino
Journal owned as of the record date. No fractional shares were
issued. The additional shares required to provide for a pro-rata
distribution were sent to the shareholders on June 25, 2003. No cash
payments were made or received in connection with either the initial
spin-off distributions or the distributions completed to achieve a pro
rata distribution. Because the common shares distributed in the spin-
off were initially not on a pro-rata basis and the pay date was prior
to completion of the Form 10-SB, the exemption from registration
provided by Staff Legal Bulletin No. 4 is not available and Gaming may
have violated Section 5 of the Securities Act of 1933. The
accompanying statement of operations for the three months ended March
31, 2003 was retroactively adjusted to reflect the spin-off as if it
had occurred as of January 1, 2001. The Company increased the number
of outstanding Gaming shares from 1,664,000 to 6,519,427 and adjusted
the par value of common stock and additional paid-in capital by $4,855
as a result of the increased shares.
65
Comprehensive Income (Loss)
Comprehensive income (loss) is the total of (1) net income (loss)
plus (2) all other changes in net assets arising from nonowner sources,
which are referred to as other comprehensive income (loss). Other
comprehensive income (loss) consists of net unrealized (gains) losses
from marketable securities and reclassification adjustments for
reconciliation of previously unrealized losses. The Company has
presented a separate statement of comprehensive loss.
2 - BASIS OF PRESENTATION
The condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and applicable rules and regulations of the
Securities and Exchange Commission. They do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting primarily of normal recurring
adjustments) considered necessary for a fair presentation have been
included. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year.
The accompanying financial statements should be read in conjunction
with the Company's audited financial statements, Form 10KSB for the
year ended December 31, 2003.
3 - PER SHARE DATA
Basic income (loss) per share is computed by dividing the net
income (loss) by the weighted average number of shares of common stock
outstanding during the periods. Diluted income per share is computed
by dividing the net income by the weighted average number of shares of
common stock, stock warrants and options outstanding during the period.
The Company had no stock options and warrants outstanding for the three
months ended March 31, 2004 and 2003.
4 - CONCENTRATION OF CREDIT RISK
At March 31, 2004, the Company maintained cash balances in banks
and brokerage firms. Balances are insured up to $100,000 by the
Federal Deposit Insurance Corporation. At times, balances may exceed
such insurance limits. The Company believes it mitigates its risk by
banking with major financial institutions.
5 - INVESTMENT IN AVAILABLE-FOR-SALE SECURITIES
Investments, consisting of marketable equity securities, are
classified as available-for-sale securities and are carried at fair
value. Unrealized gains and losses are reported as a separate
component of shareholders' equity, net of applicable income taxes. The
Company calculates its gains (losses) on the sale of marketable
66
securities on a first-in, first-out basis. Net unrealized gains at
March 31, 2004 and 2003 were $5,261 and $6,159, respectively. These
unrealized gains and losses are presented as other comprehensive income
(loss) and as a component of stockholders' equity.
6 - INCOME TAXES AND DEFERRED INCOME TAXES
The Company applies the asset and liability method of accounting
for income taxes. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using the enacted tax rates in effect for the year in which those
temporary differences are expected to be settled or recovered.
At March 31, 2004, the Company had a net operating loss
carryforward of approximately $565,000 available to reduce its future
Federal taxable income, if any, through 2023. The Company recorded a
valuation allowance for the entire net operating loss carryforward due
to the uncertainty of realizing any related tax benefits.
7 - RELATED PARTY TRANSACTIONS
The Company leases an office facility from its officer under a
five-year lease which began on January 1, 2001. Total related party
rent expense was $6,000 for each of the three months ended March 31,
2004 and 2003.
Approximate future minimum lease payments at March 31, 2004 are as
follows:
Period Ending
March 31,
-------------
2005 $ 18,000
8 - REPORTABLE SEGMENTS
The Company applies Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS No. 131). This statement establishes standards for
the reporting of information about operating segments in annual and
interim financial statements and requires restatement of prior year
information. Operating segments are defined as components of an
enterprise for which separate financial information is available that
is evaluated regularly by the chief operating decision maker(s) in
deciding how to allocate resources and in assessing performance. SFAS
No. 131 also requires disclosures about products and services,
geographic areas and major customers.
67
The Company has two reportable segments, newsletter and gaming
subscriptions and consulting services. All revenues generated in the
segments are external. For the three months ended March 31, 2004 and
2003, the total reportable segment information is as follows:
Newsletter
and Gaming Consulting Corporate/ Total As
Subscriptions Services Other Reported
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
For the three months ended
March 31, 2003:
Reportable segments
External revenues $ 43,467 $ 22,500 $ 2,534 $ 68,501
Depreciation and amortization 2,035 1,054 - 3,089
Operating loss (22,580) (5,196) - (27,776)
Assets 12,397 6,547 854,916 873,860
Newsletter
and Gaming Consulting Corporate/ Total As
Subscriptions Services Other Reported
---------- ---------- ---------- ----------
For the three months ended
March 31, 2004:
Reportable segments
External revenues $ 56,665 $ 20,100 $ 1,049 $ 77,814
Depreciation and amortization 715 253 - 968
Operating loss (16,631) (2,514) - (19,145)
Assets 7,968 4,209 549,527 561,704
Products and Services Revenues
The table below presents external revenues for groups of similar
products and services for the three months ended March 31, 2004 and
2003.
2003 2002
---------- ----------
Newsletter and gaming subscriptions $ 56,665 $ 43,467
Consulting 20,100 22,500
Other 1,049 2,534
---------- ----------
$ 77,814 $ 68,501
========== ==========
The segments of the Company are operating in, and derived their
revenues in, the United States.
68
FRIEDMAN ALPREN & GREEN LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
1700 BROADWAY
NEW YORK, NY 10019
212-842-7000
FAX 212-842-7001
www.nyccpas.com
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF GAMING VENTURE CORP., U.S.A.
We have audited the accompanying balance sheet of GAMING VENTURE CORP.,
U.S.A. as of December 31, 2003 and 2002, and the related statements of
operations, comprehensive income (loss), changes in shareholders'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of GAMING
VENTURE CORP., U.S.A. as of December 31, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States of America.
New York, New York
February 16, 2004
69
GAMING VENTURE CORP., U.S.A.
BALANCE SHEET
DECEMBER 31, 2003 AND 2002
ASSETS
------
2003 2002
---------- ----------
Current assets
Cash $ 442,149 $ 431,745
Accounts receivable 9,739 7,310
Investment in marketable securities 100,808 126,670
---------- ----------
Total current assets 552,696 565,725
Property and equipment - at cost, less
accumulated depreciation 7,318 16,312
Due from affiliates - 314,537
---------- ----------
$ 560,014 $ 896,574
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 3,262 $ -
Deferred revenues 82,926 66,040
---------- ----------
Total current liabilities 86,188 66,040
---------- ----------
Shareholders' equity
Common stock, $.001 par value; 50,000,000
shares authorized, 6,514,427 shares issued
and outstanding 6,514 6,514
Additional paid-in capital 1,324,045 1,324,045
Accumulated unrealized loss on investments (161,885) (206,183)
Accumulated deficit (694,848) (293,842)
---------- ----------
473,826 830,534
---------- ----------
$ 560,014 $ 896,574
========== ==========
The accompanying notes are an integral part of these financial statements.
70
GAMING VENTURE CORP., U.S.A.
STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
---------- ----------
Revenues
Subscriptions $ 184,897 $ 162,620
Consulting 74,239 49,100
Other 4,396 2,349
---------- ----------
Total revenues 263,532 214,069
Costs of revenues 93,285 76,631
---------- ----------
Gross profit 170,247 137,438
General and administrative expenses 272,302 231,802
---------- ----------
(102,055) (94,364)
---------- ----------
Other income (expense)
Realized gain on marketable securities 10,273 85,670
Provision for doubtful accounts, former
affiliates (312,299) -
Other 3,075 3,149
---------- ----------
(298,951) 88,819
---------- ----------
Net loss $ (401,006) $ (5,545)
========== ==========
Basic and diluted loss per share $ (0.06) $ (0.00)*
========== ==========
Shares used in calculation of loss
per share 6,514,427 6,514,427
========== ==========
*Amount is less than $.005
The accompanying notes are an integral part of these financial
statements.
71
GAMING VENTURE CORP., U.S.A.
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
---------- ----------
Net loss $ (401,006) $ (5,545)
---------- ----------
Reclassification adjustments for (gains)
losses included in net loss (12,860) 89,322
Unrealized gain on investments 57,158 39,264
---------- ----------
Other comprehensive income 44,298 128,586
---------- ----------
Comprehensive income (loss) $ (356,708) $ 123,041
========== ==========
The accompanying notes are an integral part of these financial
statements.
72
GAMING VENTURE CORP., U.S.A.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2003 AND 2002
Accumulated
Additional Unrealized
Common Stock Paid-in Loss On Accumulated
Shares Amount Capital Investments Deficit
---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c>
Balance, January 1, 2002 6,514,427 $ 6,514 $1,324,045 $(334,769) $ (288,297)
Net loss- - - - - (5,545)
Reclassification adjustment
for losses included in
net loss - - - 89,322 -
Unrealized gain on
investments - - - 39,264 -
---------- ---------- ---------- ---------- ----------
Balance, December 31,
2002 6,514,427 6,514 1,324,045 (206,183) (293,842)
Net loss - - - - (401,006)
Reclassification adjustment
for gains included in net
loss - - - (12,860) -
Unrealized gain on
investments - - - 57,158 -
---------- ---------- ---------- ---------- ----------
Balance, December 31,
2003 6,514,427 $ 6,514 $1,324,045 $ (161,885) $ (694,848)
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
73
GAMING VENTURE CORP., U.S.A.
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
---------- ----------
Cash flows from operating activities
Net loss $ (401,006) $ (5,545)
Adjustments to reconcile net loss to net
cash used in operating activities
Gain on sale of securities (10,273) (85,670)
Depreciation 8,994 12,198
Provision for doubtful accounts 313,810 -
Noncash adjustments 15,001 36,282
Changes in assets and liabilities
Accounts receivable (3,940) 3,575
Accounts payable and accrued expenses 3,262 (125)
Deferred revenues 16,886 6,362
---------- ----------
Net cash used in operating activities (57,266) (32,923)
---------- ----------
Cash flows from investing activities
Additions to property and equipment - (3,221)
Proceeds from sale of marketable securities 65,432 138,710
Due from affiliates 2,238 (249)
---------- ----------
Net cash provided by investing
activities 67,670 135,240
---------- ----------
Net increase in cash 10,404 102,317
Cash, beginning of year 431,745 329,428
---------- ----------
Cash, end of year $ 442,149 $ 431,745
========== ==========
Supplemental cash flow disclosures
State franchise tax $ - $ 908
========== ==========
The accompanying notes are an integral part of these financial
statements.
74
GAMING VENTURE CORP., U.S.A.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Gaming Venture Corp., U.S.A. was incorporated on June 1, 1995 in
the State of Nevada. The operations and objectives of the Company are
to provide various types of gaming reports and newsletters regarding
the gaming and hospitality industries. The Company also provides
consulting and advisory services to the gaming and hospitality
industries.
On April 3, 1998, Casino Journal Publishing Group, Inc. ("CJPG")
and its combined affiliates merged with Gaming Venture Corp., U.S.A.
("Gaming" or the "Company"), a Nevada corporation. CJPG and its
combined affiliates became wholly owned subsidiaries of Gaming, the
legal acquiror. As the shareholders of CJPG and its combined
affiliates acquired 65 percent of Gaming's outstanding voting shares,
the merger was accounted for as a reverse acquisition of Gaming by
CJPG, the accounting acquiror in the transaction. Simultaneous with
the acquisition, Gaming changed its name to CJPG.
On January 3, 2003, the Board of Directors of CJPG approved the spin-
off of one of its subsidiaries, Gaming Venture Corp., U.S.A., as a
separate company on a basis of one share of Gaming for three shares of
CJPG owned as of the record date. The record date was April 1, 2003
and the initial distribution was made on April 30, 2003, the pay date.
No fractional shares were issued prior to the adjustment of the
distribution ratio. The terms of this spin-off arrangement were
amended on May 13, 2003 to provide for a pro-rata distribution of one
share of Gaming for each share of CJPG owned as of the record date.
No fractional shares were issued. The additional shares required to
provide for a pro-rata distribution were sent to the shareholders on
June 25, 2004. No cash payments were made or received in connection
with either the initial spin-off distribution or the distributions
completed to achieve a pro rata distribution. Due to the fact that the
common shares distributed in the spin-off were initially not on a pro-
rata basis and the pay date was prior to completion of the Form 10-SB,
the exemption from registration provided by Staff Legal Bulletin No. 4
is not available and Gaming may have violated Section 5 of the
Securities Act of 1933. The accompanying balance sheet as of December
31, 2003 and 2002, and the statements of operations and changes in
shareholders' equity for the years ended December 31, 2003 and 2002
were retroactively adjusted to reflect the spin-off as if it had
occurred as of January 1, 2001. The Company increased the number of
outstanding Gaming shares from 1,664,000 to 6,514,427 and adjusted the
par value of common stock and additional paid-in capital by $4,855 as a
result of the increased shares.
75
As shown in the accompanying financial statements, the Company has
an accumulated deficit of $694,848 through December 31, 2003. It also
has annual operating costs of approximately $300,000 and insufficient
revenues to mitigate these operating losses. Gaming plans to increase
revenues by increased sales of existing newsletters and publishing new
newsletters catering to different hospitality industries such as
restaurants and timeshare, and additional regional newsletters for the
lodging industry. Historically, the Company has launched a new
publication every two years, resulting in a 20 percent increase in
revenue. The last new publication launched was the Daily Lodging
Report - Asia Pacific in February 2000.
Gaming also plans to expand the consulting business to the lodging
industry along with expansion of gaming clients. Management is in
discussions with other hotel consulting companies to form partnerships
on consulting contracts. The Company is proposing to provide investor
communication services to the hotel companies and provide assistance on
financial consulting in return for a portion of the retainer fee.
Use of Estimates
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses.
Revenue Recognition
Subscription revenues are recognized in income as issues of
newsletters are delivered to the subscribers. Consulting revenues
related to contracts with a short duration are recognized as income
upon the completion of services. The unearned portion of paid
newsletter subscriptions and consulting revenues is deferred until
newsletters are delivered to subscribers and consulting services are
rendered. Gaming occasionally receives marketable securities in
exchange for consulting services. These transactions are valued at the
market price quoted on the applicable securities exchange on the date
consulting contracts are signed. The Company retains the title and all
the rights of the securities received.
Advertising
Advertising costs generally are expensed as incurred. Promotion
and advertising were $21,215 and $5,067, respectively, for the years
ended December 31, 2003 and 2002.
Property and Equipment
Property and equipment are carried at cost. Depreciation is
computed on the straight-line method over the estimated useful lives of
the assets.
76
Accounts Receivable
Accounts receivable are stated at the amount management expects to
collect. An allowance for doubtful accounts is recorded based on a
combination of historical experience, aging analysis, and information
on specific accounts. Account balances are written off against the
allowance after all means of collection have been exhausted and the
potential for recovery is considered remote.
Concentrations of Credit Risk
At December 31, 2003, the Company maintained cash balances in
banks and brokerage firms. Balances in the bank are insured for up to
$100,000 by the Federal Deposit Insurance Corporation and those in the
brokerage firms are insured for up to $500,000 by Securities Investor
Protection Corporation. At times, balances may exceed such insurance
limits. The Company believes it mitigates its risk by banking with
major financial institutions.
Investment in Available-for-Sale Securities
Investments, consisting of marketable equity securities, are
classified as available-for-sale securities and are carried at fair
value. Unrealized gains and losses are reported as a separate
component of stockholders' equity, net of applicable income taxes. The
Company calculates its gains (losses) on the sale of marketable
securities on a first-in, first-out basis. Net unrealized gains at
December 31, 2003 were $57,158. Net unrealized gains at December 31,
2002 were $39,264. These unrealized gains and losses are presented as
other comprehensive income (loss) and as a component of shareholders'
equity.
Comprehensive Income (Loss)
Comprehensive income (loss) is the total of (1) net income (loss)
plus (2) all other changes in net assets arising from nonowner sources,
which are referred to as other comprehensive income (loss). Other
comprehensive income (loss) consists of net unrealized (gains) losses
from marketable securities and reclassification adjustments for
reconciliation of previously unrealized losses. The Company has
presented a separate statement of comprehensive income (loss).
Income Taxes
The Company applies the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax assets
and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using the enacted tax rates in effect for the year in which those
temporary differences are expected to be settled or recovered.
77
Per Share Data
Basic income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of common stock
outstanding during the year. Diluted income per share is computed by
dividing the net income by the weighted average number of shares of
common stock, stock warrants and options outstanding during the year.
The Company had no stock warrants and options outstanding at December
31, 2003 and 2002.
New Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" ("FIN 46"). FIN 46 is applicable immediately for variable
interest entities created after January 31, 2003. For variable
interest entities created before February 1, 2003, the provisions of
FIN 46 were originally applicable no later than July 1, 2003. In
December 2003, the FASB deliberated certain proposed modifications and
revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no
later than the first reporting period ending after March 15, 2004. The
adoption of FIN 46 and FIN 46 (R) is not anticipated to have a material
impact on the Company's financial reporting.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial
instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity, by now requiring those instruments to be
classified as liabilities (or assets in some circumstances) in the
balance sheet. Further, SFAS No. 150 requires disclosure regarding the
terms of those instruments and settlement alternatives. The guidance
in SFAS No. 150 generally is effective for all financial instruments
entered into or modified after May 31, 2003, and is otherwise effective
at the beginning of the first interim period beginning after June 15,
2003. The Company has evaluated SFAS No. 150 and determined that it
does not have an impact on the Company's financial reporting and
disclosures.
Segment Reporting
The Company applies Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS No. 131). This statement establishes standards for
the reporting of information about operating segments in annual and
interim financial statements. Operating segments are defined as
components of an enterprise for which separate financial information is
available that is evaluated regularly by the chief operating decision
maker(s) in deciding how to allocate resources and in assessing
performance. SFAS No. 131 also requires disclosures about products and
services,
78
geographic areas and major customers. The application of SFAS No. 131
did not affect results of operations or financial position but does
require the disclosure of segment information, as presented in Note 5.
Reclassifications
Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation.
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
2003 2002
---------- ----------
Equipment $ 61,038 $ 61,038
Furniture and fixtures 2,283 2,283
---------- ----------
63,321 63,321
Less - Accumulated depreciation 56,003 47,009
---------- ----------
$ 7,318 $ 16,312
========== ==========
Depreciation on property and equipment was $8,994 and $12,198 for
the years ended December 31, 2003 and 2002, respectively.
3. INCOME TAXES
At December 31, 2003, the Company had a net operating loss
carryforward of approximately $565,000 available to reduce its future
Federal taxable income, if any, through 2023. The Company recorded a
valuation allowance for the entire net operating loss carryforward due
to the uncertainty of realizing any related tax benefits.
4. RELATED PARTY TRANSACTIONS
The Company rents an office facility from an officer pursuant to a
five-year lease which began on January 1, 2001. Total related party
rent expense was $24,160 and $24,412 for the years ended December 31,
2003 and 2002, respectively.
Approximate future minimum lease payments at December 31, 2003
under this lease are as follows:
Year Ending
December 31,
------------
2004 $ 24,000
2005 24,000
----------
$ 48,000
==========
79
5. REPORTABLE SEGMENTS
The Company has two reportable segments, newsletter and gaming
subscriptions and consulting services. The accounting policies of the
segments are substantially the same as those described in the summary
of significant accounting policies, as presented in Note 1. All
revenues generated in the segments are external. For the years ended
December 31, 2003 and 2002, the total reportable segment information is
as follows:
Newsletter
and Gaming Consulting Corporate/ Total As
Subscriptions Services Other Reported
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
For the year ended December 31, 2002:
Reportable segments
External revenues $ 162,620 $ 49,100 $ 2,349 $ 214,069
Depreciation and amortization 9,369 2,829 - 12,198
Operating loss (83,032) (11,332) - (94,364)
Assets 7,310 3,783 885,481 896,574
Capital expenditures 2,474 747 - 3,221
Newsletter
and Gaming Consulting Corporate/ Total As
Subscriptions Services Other Reported
---------- ---------- ---------- ----------
For the year ended December 31, 2003:
Reportable segments
External revenues $ 184,897 $ 74,239 $ 4,396 $ 263,532
Depreciation and amortization 6,908 2,086 - 8,994
Operating loss (89,799) (12,256) - (102,055)
Assets 4,566 2,363 553,085 560,014
Products and Services Revenues
The table below presents external revenues for groups of similar
products and services for the years ended December 31, 2003 and 2002.
2003 2002
---------- ----------
Newsletter and gaming subscriptions $ 184,897 $ 162,620
Consulting 74,239 49,100
Other 4,396 2,349
---------- ----------
$ 263,532 $ 214,069
========== ==========
Both segments of the Company are operating in and have derived
their revenues in the United States.
80
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered.
The expenses shall be paid by the Registrant.
SEC Registration Fee. . . . . . $ 36.89
Printing and Engraving Expenses 500.00
Legal Fees and Expenses . . . . 5,000.00
Accounting Fees and Expenses. . 5,000.00
Miscellaneous . . . . . . . . . 2,500.00
--------
TOTAL . . . . . . . . . . . . . $13,036.89
========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following information sets forth particular information for all our
securities sold for the past three years, without registration under
the Securities Act.
There were no underwriters in any of these transactions, nor were any
sales commissions paid thereon.
Gaming Venture Corp., U.S.A. completed a spin-off with Casino Journal
Publishing Group, Inc. effective April 1, 2003. The shareholders of
CJPG received one share of Gaming for each share of CJPG owned on
April 30, 2003. The Company increased the number of outstanding Gaming
shares from 1,664,000 to 6,519,427 and adjusted the par value of common
stock and additional paid-in capital by $4,855 as a result of the
increased shares.
Due to the fact that the spin-off was initially not on a pro-rata basis
and the pay date was prior to completion of the Form 10SB, Gaming
Venture did not fully comply with the provisions of Staff Legal
Bulletin No. 4 regarding the recent spin-off. We may be subject to
Section 5 violations.
81
ITEM 27. EXHIBITS
INDEX TO EXHIBITS
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
3.i Articles of Incorporation
incorporated by reference to Form 10SB
3.ii By-Laws of Gaming Venture incorporated by
reference to Form 10SB
4.i Form of Specimen of common stock
5 Consent and Opinion of Legal Counsel, Jody
Walker, Esq.
23 Consent of Independent Auditor, Friedman Alpren & Greene
LLP
82
ITEM 28. UNDERTAKINGS
(a) The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered, if the total dollar value of securities offered
would not exceed that which was registered and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC in accordance
with Rule 424(b) of this chapter, if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
iii. Include any additional or changed material on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) i. That, for the purpose of determining liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant as
provided in Rule 424(b)(1) or (4), or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
83
ii. For determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant as provided in the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
84
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, in the City of Paramus, State of New Jersey on the 28th
day of May 2004.
Gaming Venture Corp., U.S.A.
/s/Alan Woinski
- ------------------------------
By: Alan Woinski, President/CEO
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.
Signature Capacity Date
<s> <c> <c>
/s/Alan Woinski President/CEO/CFO 5/28/2004
- -------------------- Principal Accounting officer
Alan Woinski Director
/s/Kim Woinski Director 5/28/2004
- --------------------
Kim Woinski
/s/Derek James Director 5/28/2004
- --------------------
Derek James
/s/Dan Rindos Director 5/28/2004
- --------------------
Dan Rindos
1