UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period to
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Commission file number - 0-50187
GAMING VENTURE CORP., U.S.A.
Exact name of Registrant as specified in its charter)
NEVADA 86-0883289
(State or other
jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
801 Pascack Road
Paramus, NJ 07652
(Address of principal executive offices) (Zip Code)
(201) 599-8484
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding twelve months (or such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to file such filing requirements for the past
thirty days.
Yes x No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report:
6,514,427 Shares of Common Stock
($.001 par value)
Transitional Small Business Disclosure Format (check one):
Yes No x
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2
Gaming Venture Corp., U.S.A.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's discussion and analysis of
financial condition and results of
operations
ITEM 3 - Controls and Procedures
PART II: Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
3
PART I
Item 1. Financial Statements:
GAMING VENTURE CORP., U.S.A.
CONDENSED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)
ASSETS
-----
Current assets
Cash $ 483,987
Accounts receivable 6,965
Investment in marketable securities 108,324
----------
Total current assets 599,276
Property and equipment - at cost, less
accumulated depreciation 5,689
----------
$ 604,965
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 6,706
Deferred revenues 98,785
----------
Total current liabilities 105,491
----------
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 (202,029)
Accumulated deficit (629,056)
----------
499,474
----------
$ 604,965
==========
The accompanying notes are an integral part of these condensed financial
statements.
4
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Revenues
Subscriptions $ 54,285 $ 41,212 $ 110,950 $ 84,679
Consulting 85,854 13,500 105,954 36,000
Other 50 898 1,099 3,432
---------- ---------- ---------- ----------
Total revenues 140,189 55,610 218,003 124,111
Cost of revenues 20,704 23,980 43,903 40,674
---------- ---------- ---------- ----------
Gross profit 119,485 31,630 174,100 83,437
General and administrative expenses 70,384 82,143 144,144 161,726
---------- ---------- ---------- ----------
49,101 (50,513) 29,956 (78,289)
---------- ---------- ---------- ----------
Other income (expense)
Realized gain on marketable
Securities 21,040 7,344 34,398 2,324
Provision for doubtful accounts,
former affiliates - (312,299) - (312,299)
Other 724 - 1,438 -
---------- ---------- ---------- ----------
21,764 (304,955) 35,836 (309,975)
---------- ---------- ---------- ----------
Net income (loss)- $ 70,865 $ (355,468) $ 65,792 $ (388,264)
========== ========== ========== ==========
Basic and diluted income
(loss) per share $ 0.01 $ (0.05) $ 0.01 $ (0.06)
========== ========== ========== ==========
Shares used in calculation of
income (loss) per share 6,514,427 6,514,427 6,514,427 6,514,427
========== ========== ========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
5
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Net income (loss) $ 65,792 $ (388,264)
---------- ----------
Reclassification adjustments for gain
included in net income (loss) (15,925) (6,366)
Unrealized gain (loss) on investments (24,219) 20,183
---------- ----------
Other comprehensive income (loss) (40,144) 13,817
---------- ----------
Comprehensive income (loss) $ 25,648 $ (374,447)
========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
6
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Cash flows used in operating activities $ (8,249) $ (18,098)
Cash flows from investing activities 50,087 45,483
---------- ----------
Net increase in cash 41,838 27,385
Cash, beginning of period 442,149 431,745
---------- ----------
Cash, end of period $ 483,987 $ 459,130
========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
7
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 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, 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
and six months ended June 30, 2003 was retroactively adjusted to
reflect the spin-off as if it had occurred as of January 1, 2003. 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.
8
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).
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 six
months ended June 30, 2004 and 2003.
4. CONCENTRATION OF CREDIT RISK
At June 30, 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 securities on a
first-in, first-out basis. Net unrealized loss at June 30, 2004 was
9
$24,219. Net unrealized gain at June 30, 2003 was $20,183. These
unrealized gains and losses are reflected in 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 June 30, 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 $12,000 for each of the six month periods ended June 30,
2004 and 2003.
Approximate future minimum lease payments at June 30, 2004 are as
follows:
Period Ending
June 30,
-------------
2005 $ 24,000
2006 12,000
----------
$ 36,000
==========
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
10
deciding how to allocate resources and in assessing performance. SFAS
No. 131 also requires disclosures about products and services,
geographic areas and major customers.
The Company has two reportable segments, newsletter and gaming
subscriptions and consulting services. All revenues generated in the
segments are external. For the six months ended June 30, 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 six months ended
June 30, 2003:
Reportable segments
External revenues $ 84,679 $ 36,000 $ 3,432 $ 124,111
Depreciation and amortization 4,337 1,843 - 6,180
Operating loss (70,199) (8,090) - (78,289)
Assets 8,075 4,265 556,899 569,239
For the six months ended
June 30, 2004:
Reportable segments
External revenues $ 110,950 $ 105,954 $ 1,099 $ 218,003
Depreciation and amortization 1,157 473 - 1,630
Operating income (loss) (12,386) 42,342 - 29,956
Assets 8,581 4,533 591,851 604,965
Products and Services Revenues
The table below presents external revenues for groups of similar
products and services for the six months ended June 30, 2004 and 2003.
2004 2003
---------- ----------
Newsletter and gaming subscriptions $ 110,950 $ 84,679
Consulting 105,954 36,000
Other 1,099 3,432
---------- ----------
$ 218,003 $ 124,111
========== ==========
The segments of the Company are operating in, and derived their
revenues in, the United States.
11
Item 2. 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.
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 $629,056 through June
30, 2004. It has only achieved profitability during the second quarter
of 2004. 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
12
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
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 six months ended June 30, 2004 and 2003, Gaming Venture relied
on the sale of marketable securities to provide for any shortfalls of
cash needed for operations.
For the six months ended June 30, 2004, Gaming Venture received
proceeds from the sale of marketable securities of $50,087.
For the six months ended June 30, 2003, Gaming Venture received
proceeds from the sale of marketable securities of $43,245. The
Company had a decrease of $2,238 due from an affiliate. As a result,
the Company had cash flow from investing activities of $45,483 for the
six months ended June 30, 2003.
For the six months ended June 30, 2004 and 2003, Gaming Venture did not
have any financing activities.
Results of Operations.
Gaming Venture had net income of $65,792 and a net loss of $388,264
for each of the six months ended June 30, 2004 and 2003, respectively.
The significant change from net loss for the six months ended June 30,
2003 to net income for the six months ended June 30, 2004 was due to
decreased legal and accounting costs related to the completion of the
spin-off and an increase in consulting revenue.
For the six months ended June 30, 2004, Gaming Venture had revenues
from subscriptions of $110,950, consulting of $105,954 and other
revenue of $1,099 with costs of revenues of $43,903. Gross profit for
the six months ended June 30, 2004 was $174,100.
For the six months ended June 30, 2003, Gaming Venture had revenues
from subscriptions of $84,679, consulting of $36,000 and other revenue
of $3,432 with costs of revenues of $40,674. Gross profit for the six
months ended June 30, 2003 was $83,437.
13
For the six months ended June 30, 2004, the increase in subscriptions
revenue of newsletters circulation of approximately $26,000 and the
increase in consulting revenue of approximately $70,000 from June 30,
2003 was mainly due to an increase in subscriptions and an increase in
consulting services rendered. 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 six months ended June 30,
2004 and 2003, respectively.
General and administrative expenses for 2004 were decreased to $144,144
compared to $161,726 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. 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 six months ended June 30, 2004 and 2003, Gaming Venture
realized a gain on marketable securities of $34,398 and $2,324,
respectively.
For the six months ended June 30, 2004, Gaming Venture had a decrease
in accounts receivable of $2,774 and an increase in accounts payable
and accrued expenses of $3,444. Deferred subscription revenues
increased by $15,859 as a result of the increase in its newsletter
subscriptions. Gaming Venture had depreciation and amortization of
$1,629 and other decreases in non-cash adjustments of $63,349. Net
cash used in operations for the six months ended June 30, 2004 was
$8,249.
For the six months ended June 30, 2003, Gaming Venture had an increase
in accounts receivable of $8,100 and an increase in accounts payable
and accrued expenses of $30,000. Deferred subscription revenues
increased by $17,112 from the increase in its newsletter subscriptions.
Gaming Venture had depreciation and amortization of $6,180. Gaming
Venture had other increases in non-cash adjustments of $324,974. Net
cash used in operation for the six months ended June 30, 2003 was
$18,098.
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.
14
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. Gaming
Venture intends to hold its securities and as necessary, sells them to
generate cash for operations.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our
chief executive officer, conducted an evaluation of our "disclosure
controls and procedures" (as defined in Securities Exchange Act of 1934
(the "Exchange Act") Rules 13a-14(c)). Based on his evaluation, our
chief executive officer and chief financial officer have concluded that
as of the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to be filed
in this quarterly report on Form 10QSB has been made known to him in a
timely fashion.
Changes in Internal Controls
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the Evaluation Date set forth above.
15
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Exhibit 31 - 302 Certification
Exhibit 32 - 906 Certification
(b) Reports on Form 8-K
None
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: August 11, 2004
/s/Alan Woinski
------------------------
Alan Woinski, President