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 September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period to
---- ----
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
------ ------
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
------- -------
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
SEPTEMBER 30, 2004
(UNAUDITED)
ASSETS
------
Current assets
Cash $ 434,765
Accounts receivable 11,076
Prepaid expenses and other current assets 38,000
Investment in marketable securities 102,813
----------
Total current assets 586,654
Property and equipment - at cost, less
accumulated depreciation 5,028
----------
$ 591,682
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 5,274
Deferred revenues 86,958
----------
Total current liabilities 92,232
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 (203,251)
Accumulated deficit (627,858)
----------
499,450
----------
$ 591,682
==========
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 NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Revenues
Subscriptions $ 55,553 $ 49,728 $ 166,503 $ 134,407
Consulting 30,600 20,250 136,554 56,250
Other - 749 1,099 4,181
---------- ---------- ---------- ----------
Total revenues 86,153 70,727 304,156 194,838
Cost of revenues 26,258 19,786 70,161 60,460
---------- ---------- ---------- ----------
Gross profit 59,895 50,941 233,995 134,378
General and administrative expenses 68,693 43,258 212,837 204,984
---------- ---------- ---------- ----------
(8,798) 7,683 21,158 (70,606)
---------- ---------- ---------- ----------
Other income (expense)
Realized gain on marketable securities 9,229 3,569 43,627 5,893
Provision for doubtful accounts,
former affiliates - - - (312,299)
Other 767 - 2,205 -
---------- ---------- ---------- ----------
9,996 3,569 45,832 (306,406)
---------- ---------- ---------- ----------
Net income (loss) $ 1,198 $ 11,252 $ 66,990 $ (377,012)
========== ========== ========== ==========
Basic and diluted income (loss)
per share $ 0.00* $ 0.00* $ 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
========== ========== ========== ==========
* Amount is less than $.005
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)
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Net income (loss) $ 66,990 $ (377,012)
Reclassification adjustments for gain
included in net income (loss) (15,925) (14,031)
Unrealized gain (loss) on investments (25,441) 31,205
---------- ----------
Other comprehensive income (loss) (41,366) 17,174
---------- ----------
Comprehensive income (loss) $ 25,624 $ (359,838)
========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
6
GAMING VENTURE CORP., U.S.A.
CONDENSED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Cash flows used in operating activities $ (77,141) $ (42,337)
Cash flows from investing activities 69,757 61,791
---------- ----------
Net increase (decrease) in cash (7,384) 19,454
Cash, beginning of period 442,149 431,745
---------- ----------
Cash, end of period $ 434,765 $ 451,199
========== ==========
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 percent 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 nine months ended September 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 nine
months ended September 30, 2004 and 2003.
4. CONCENTRATION OF CREDIT RISK
At September 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
9
first-in, first-out basis. Net unrealized loss at September 30, 2004
was $25,441. Net unrealized gain at September 30, 2003 was $31,205.
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 September 30, 2004, the Company had a net operating loss
carryforward of approximately $1,000,000 available to reduce its future
Federal taxable income, if any, through 2024. 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 $18,160 for each of the nine months ended September 30,
2004 and 2003.
Approximate future minimum lease payments at September 30, 2004 are as
follows:
Period Ending
September 30,
-------------
2005 $ 24,000
2006 6,000
----------
$ 30,000
==========
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 nine months ended September 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 nine months ended
September 30, 2003:
Reportable segments
External revenues $ 134,407 $ 56,250 $ 4,181 $ 194,838
Depreciation and amortization 6,742 2,481 - 9,223
Operating loss (61,826) (8,780) - (70,606)
Assets 7,776 4,107 536,262 548,145
For the nine months ended
September 30, 2004:
Reportable segments
External revenues $ 166,503 $ 136,554 $ 1,099 $ 304,156
Depreciation and amortization 1,217 1,074 - 2,291
Operating income (loss) (24,954) 46,112 - 21,158
Assets 8,393 4,433 578,856 591,682
Products and Services Revenues
The table below presents external revenues for groups of similar
products and services for the nine months ended September 30, 2004 and
2003.
2004 2003
---------- ----------
Newsletter and gaming subscriptions $ 166,503 $ 134,407
Consulting 136,554 56,250
Other 1,099 4,181
---------- ----------
$ 304,156 $ 194,838
========== ==========
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 $627,858 through
September 30, 2004. It has 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
years, resulting in a 20% increase in revenue. The last new
publication launched was the Daily Lodging Report - Asia Pacific in
February 2000.
12
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 nine months ended September 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 nine months ended September 30, 2004, Gaming Venture received
proceeds from the sale of marketable securities of $69,757.
For the nine months ended September 30, 2003, Gaming Venture received
proceeds from the sale of marketable securities of $59,553. The
Company had a decrease of $2,238 due from an affiliate. As a result,
the Company had cash flow from investing activities of $61,791 for the
nine months ended September 30, 2003.
For the nine months ended September 30, 2004 and 2003, Gaming Venture
did not have any financing activities.
Results of Operations.
Gaming Venture had net income of $66,990 and a net loss of $377,012 for
the nine months ended September 30, 2004 and 2003, respectively. The
significant change from net loss for the nine months ended September
30, 2003 to net income for the nine months ended September 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 nine months ended September 30, 2004, Gaming Venture had
revenues from subscriptions of $166,503, consulting of $136,554 and
other revenue of $1,099 with costs of revenues of $70,161. Gross
profit for the nine months ended September 30, 2004 was $233,995.
For the nine months ended September 30, 2003, Gaming Venture had
revenues from subscriptions of $134,407, consulting of $56,250 and
other revenue of $4,181 with costs of revenues of $60,460. Gross
profit for the nine months ended September 30, 2003 was $134,378.
For the nine months ended September 30, 2004, the increase in
subscriptions revenue of newsletters circulation of approximately
$32,000 and the increase in consulting revenue of approximately $80,000
13
from September 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 nine
months ended September 30, 2004 and 2003, respectively.
General and administrative expenses for 2004 were $212,837 compared to
$204,984 in 2003. This was mainly due to an increase in advertising
fees. 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 nine months ended September 30, 2004 and 2003, Gaming Venture
realized a gain on marketable securities of $43,627 and $5,893,
respectively.
For the nine months ended September 30, 2004, Gaming Venture had a
increase in accounts receivable of $1,337, an increase in prepaid
expenses and other assets of $38,000 and an increase in accounts
payable and accrued expenses of $2,012. Deferred subscription
revenues increased by $4,032 as a result of the increase in its
newsletter subscriptions. Gaming Venture had depreciation and
amortization of $2,290 and other decreases in non-cash adjustments of
$69,501. Net cash used in operations for the nine months ended
September 30, 2004 was $77,141.
For the nine months ended September 30, 2003, Gaming Venture had an
increase in accounts receivable of $6,546. Deferred subscription
revenues increased by $11,409 from the increase in its newsletter
subscriptions. Gaming Venture had depreciation and amortization of
$8,407. Gaming Venture had other increases in non-cash adjustments of
$321,408. Net cash used in operation for the nine months ended
September 30, 2003 was $42,337.
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
14
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.
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: November 11, 2004
/s/Alan Woinski
------------------------
Alan Woinski, President