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 March 31, 2005
[ ] 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.
BALANCE SHEET
March 31, 2005
(UNAUDITED)
ASSETS
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Current assets
Cash $ 572,101
Accounts receivable 15,120
Prepaid expenses 19,275
----------
Total current assets 606,496
----------
Property and equipment-at cost, less accumulated
depreciation 4,630
----------
Available for sale securities 81,884
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$ 693,010
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 6,048
Deferred revenues 95,827
----------
Total current liabilities 101,875
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Stockholders' 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 deficit (758,892)
Other Comprehensive income:
Currency translation adjustment 19,468
----------
591,135
----------
$ 693,010
==========
The accompanying notes are an integral part of these financial
statements.
4
GAMING VENTURE CORP., U.S.A.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
---------- ----------
Revenues
Subscriptions $ 69,280 $ 56,665
Consulting 59,700 20,100
Other 1,124 1,049
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Total revenues 130,104 77,814
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Cost of revenues 25,590 23,199
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Gross profit 104,514 54,615
General and administrative expenses 77,740 73,760
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Operating income (loss) 26,774 (19,145)
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Other income (expense)
Realized gain on marketable securities 26,085 13,358
Other - 714
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26,085 14,072
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Income (loss) before income taxes 52,859 (5,073)
Income taxes - -
---------- ----------
Net Income (loss) 52,859 (5,073)
Reclassification adjustments for gains
included in net (loss) - (9,100)
Unrealized gains on available for sale
securities 470 5,261
---------- ----------
Comprehensive income (loss) $ 53,329 $ (8,912)
========== ==========
Basic and diluted income (loss) per share $ 0.01 $ (0.00)
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Weighted average shares outstanding -
basic and diluted 6,514,427 6,514,427
========== ==========
The accompanying notes are an integral part of these financial
statements.
5
GAMING VENTURE CORP., U.S.A.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
---------- ----------
Cash flows from operating activities $ 23,689 $ (9,681)
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Cash flows from investing activities 52,665 16,358
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Cash flows from financing activities - -
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Net increase in cash 76,354 6,677
Cash, beginning of period 495,747 442,149
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Cash, end of period $ 572,101 $ 448,826
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The accompanying notes are an integral part of these financial
statements.
6
GAMING VENTURE CORP., U.S.A.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2005
1 Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) for
interim financial information and Item 310(b) of Regulation S-B. They
do not include all of the information and footnotes required by GAAP
for complete financial statements. In the opinion of management, all
adjustments (consisting only 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. For
further information, refer to the financial statements of the Company
as of December 31, 2004, and for each of the two years then ended,
including notes thereto included in the Company's Form 10-KSB.
2 Earnings Per Share
The Company calculates net income (loss) per share as required by
Statement of Financial Accounting Standards (SFAS) 128, "Earnings per
Share." Basic earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents outstanding.
During periods when anti-dilutive commons stock equivalents are not
considered in the computation.
3 Available for Sale Securities
Marketable securities consist of common stocks with a cost basis of
$62,416 and fair market value of $81,884 at March 31, 2005, and are
classified as available for sale.
The gross realized gains on sales of available-for-sale securities were
$26,085 and $13,358 and sales proceeds were $52,665 and $16,358 during
the periods ended March 31, 2005 and 2004. The adjustment to
unrealized holding gains on available-for-sale securities included in
accumulated other comprehensive income as a component of stockholders'
equity increased by $470 during the period ended March 31, 2005, and
accumulated gains aggregated $19,468 at March 31, 2005.
7
4 Income Taxes
The Company accounts for income taxes under SFAS 109, which requires
use of the liability method. SFAS 109 provides that deferred tax
assets and liabilities are recorded based on the differences between
the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences.
Deferred tax assets and liabilities at the end of each period are
determined using the currently enacted tax rates applied to taxable
income in the periods in which the deferred tax assets and liabilities
are expected to be settled or realized.
The provision for income taxes differs from the amount computed by
applying the statutory federal income tax rate to income before
provision for income taxes for the periods ended March 31, 2005 and
2004. The sources and tax effects of the differences are as follows:
Income tax provision at
the federal statutory rate 34 percent
Effect of operating losses (34)percent
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- percent
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As of March 31, 2005, the Company has a net operating loss carry
forward of approximately $440,000. This loss will be available to
offset future taxable income. If not used, this carry forward will
expire through 2024. The deferred tax asset of approximately $150,000
relating to the operating loss carry forward has been fully reserved at
December 31, 2004. The principal difference between the accumulated
deficit for income tax purposes and for financial reporting purposes
results from the permanent decline in the valuation of marketable
securities being charged to operations for financial reporting
purposes.
5 Reportable Segments
The Company has two reportable segments, newsletter and gaming
subscriptions and consulting services. All revenues generated in the
segments are external. For the periods ended March 31, 2005 and 2004,
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 period ended March 31, 2005:
Reportable segments
External revenues $ 69,280 $ 59,700 $ 1,124 $ 130,104
Depreciation and amortization 211 187 - 398
Operating income 7,272 19,502 - 26,774
Assets 21,748 17,277 653,985 693,010
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Capital expenditures - - - -
Newsletter
and Gaming Consulting Corporate/ Total As
Subscriptions Services Other Reported
---------- ---------- ---------- ----------
For the period ended March 31, 2004:
Reportable segments
External revenues $ 55,665 $ 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 periods ended March 31, 2005 and 2004.
2005 2004
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Newsletter and gaming subscriptions $ 69,280 $ 56,665
Consulting 59,700 20,100
Other 1,124 1,049
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$ 130,104 $ 77,814
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Both segments of the Company are operating in and have derived their
revenues in the United States.
6 Significant Customers
The Company derived approximately 21 percent of its total revenue and
approximately 46 percent of its consulting revenue, of which $12,600
was paid in cash and $15,000 was paid in the form of investment
securities, from a single entity during the period ended March 31,
2005.
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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.
On April 14, 2005, Gaming Venture entered into an Agreement of Merger
and Plan of Reorganization among SK2, Inc., a Delaware corporation and
parent company of Kuhlman retail stores ("Kuhlman"), and GV Acquisition
Co., a Delaware corporation and wholly owned subsidiary of Gaming
Venture. Kuhlman is a specialty retailer and wholesale provider of
exclusively designed, distinctive, high quality apparel.
The transaction of the subject agreement is designed as a reverse
merger with Kuhlman to be the surviving corporation and an operating
subsidiary of Gaming Venture. Under the agreement, GV Acquisition Co.
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will merge with and into Kuhlman. As a result of the merger and in
exchange for the cancellation of their shares, Kuhlman shareholders
will receive shares of Gaming Venture. Prior to the closing of the
merger, Gaming Venture will effectuate a 1-for-5 reverse split and
change the name of the company to Kuhlman Company, Inc. The
completion of the merger is contingent, among other things, on
shareholder approval by the shareholders of Kuhlman. Gaming Venture
shareholders are not required under Nevada law or the Merger Agreement
to approve the transaction. The board of directors of both companies
have approved the transaction.
Prior to the Merger, Gaming Venture will wind down and cease operating
its newsletter and consulting/advisory-services business.
Gaming Venture has incurred accumulated losses of $758,892 through
March 31, 2005.
Capital and Source of Liquidity.
For the three months ended March 31, 2005 and 2004, Gaming Venture
relied on the sale of marketable securities to provide for any
shortfalls of cash needed for operations. For the three months ended
March 31, 2005, Gaming Venture received proceeds from the sale of
marketable securities of $52,665. 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, 2005 and 2004, Gaming Venture did
not have any financing activities.
Results of Operations.
Gaming Venture had net income of $52,859 and a net loss of ($5,073) for
the three months ended March 31, 2005 and 2004, respectively. The
change from net loss for the three months ended March 31, 2004 to net
income for the three months ended March 31, 2005 was due to decreased
legal and accounting costs related to the completion of the spin-off
and an increase in consulting revenue.
For the three months ended March 31, 2005, Gaming Venture had revenues
from subscriptions of $69,280, consulting of $59,700 and other revenue
of $1,124 with costs of revenues of $25,590. Gross profit for the
three months ended March 31, 2005 was $104,514.
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, 2005 was $54,615.
For the three months ended March 31, 2005, the increase in
subscriptions revenue of newsletters circulation of approximately
$12,615 and the increase in consulting revenue of approximately $39,600
from March 31, 2004 was mainly due to an increase in subscriptions and
an increase in consulting services rendered. Portions of the payroll,
11
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 the three months ended March
31, 2005 were $77,740 compared to $73,760 for the same period in 2004.
The slight increase was due to an increase in advertising fees. The
general and administrative expense for the three months ended March 31,
2005 and 2004 consisted of mainly salaries and related expenses, rent,
investor relation expense and professional fees.
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.
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.
12
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.
13
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
On January 19,2005, Gaming Venture changed its certified auditor and
filed a Form 8-K, including the required Item 4 and 7 disclosure.
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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: May 13, 2005
/s/Alan Woinski
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Alan Woinski, President