U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 333-138251
CASINO PLAYERS, INC.
(Exact name of registrant as specified in its charter)
Nevada 54-2156042
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1501 S Ocean Blvd, Suite 326
Pompano Beach, Florida 33062
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (954) 684-8288
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232.405
of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
[ ] Yes [x ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," "non-
accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
[ ] Yes [X ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: As of November 1, 2010, there
were 32,265,200 shares of common stock, par value $0.0001 per share, of the
Registrant issued and outstanding.
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TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk
20
Item 4T. Controls and Procedures 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 1A. Risk Factors 21
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 22
Item 6. Exhibits 22
SIGNATURES 22
2
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CASINO PLAYERS, INC.
BALANCE SHEETS
September 30, 2010 (Unaudited) and December 31, 2009
ASSETS
<table>
<s> <c> <c>
2010 2009
--------------- ---------------
(Unaudited)
Current assets:
Cash and cash equivalents $95,488 $117
Prepaid expenses 34,182 -
--------------- ---------------
Total current assets 129,670 117
Property and equipment, net of accumulated depreciation
of $6,625 and $5,500, respectively 4,019 5,144
--------------- ---------------
$133,689 $5,261
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $75,760 $41,031
Loans from shareholders 39,286 30,025
Deferred revenue 50,193 -
Accrued compensation 365,900 399,900
--------------- ---------------
Total current liabilities 531,139 470,956
--------------- ---------------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value, 20,000,000 shares
authorized and -0- shares outstanding - -
Common stock, $.0001 par value, 200,000,000
shares authorized, 32,265,200 and 30,456,700
shares issued and outstanding, respectively 3,227 3,046
Additional paid-in capital 730,596 379,202
Accumulated deficit (1,131,273) (847,943)
--------------- ---------------
Total stockholders' equity (deficit) (397,450) (465,695)
--------------- ---------------
Total liabilities and stockholders' equity (deficit) $133,689 $5,261
=============== ===============
</table>
See accompanying notes to these financial statements
3
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CASINO PLAYERS, INC.
STATEMENTS OF OPERATIONS
For the Nine and Three Months Ended September 30, 2010 and 2009
<table>
<s> <c> <c> <c> <c>
Nine Months Ended September 30, Three Months Ended September 30,
--------------- --------------- --------------- ---------------
2010 2009 2010 2009
--------------- --------------- --------------- ---------------
(Unaudited) (Unaudited)
Sales and commissions earned $16,468 $8,541 $4,375 $4,585
Operating expenses 298,007 19,885 127,685 6,501
--------------- --------------- --------------- ---------------
Income (loss) from operations (281,539) (11,344) (123,310) (1,916)
Other income (expense)
Interest expense (1,791) (4,038) (909) -
--------------- --------------- --------------- ---------------
Net (loss) before provision for income taxes (283,330) (15,382) (124,219) (1,916)
Provision for income taxes - - - -
--------------- --------------- --------------- ---------------
Net (loss) $(283,330) $(15,382) $(124,219) $(1,916)
=============== =============== =============== ===============
Basic and diluted loss per common share $(0.01) $- $- $-
=============== =============== =============== ===============
Weighted average common shares outstanding 31,398,561 29,350,000 31,947,618 29,350,000
=============== =============== =============== ===============
</table>
See accompanying notes to these financial statements
4
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CASINO PLAYERS, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2010 and 2009
<table>
<s> <c> <c>
2010 2009
(Unaudited)
--------------- ---------------
Cash flows from operating activities:
Net income (loss) $(283,330) $(15,382)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,125 1,125
Stock issued for services 180,000 -
Changes in assets and liabilities:
Increase in prepaid expenses (34,182) -
Increase in accounts payable and accrued expenses 34,729 11,852
Decrease in accrued compensation (34,000) -
Increase in deferred revenue 50,193 -
Increase in due from shareholder 9,261 2,624
--------------- ---------------
Cash flows provided from operation activities (76,204) 219
--------------- ---------------
Cash flows provided from financing activities:
Proceeds from sale of common stock 171,575 -
--------------- ---------------
Cash flows provided from financing activities 171,575 -
--------------- ---------------
Net change in cash and cash equivalents 95,371 219
Cash and cash equivalents, beginning of period 117 263
--------------- ---------------
Cash and cash equivalents, end of period $95,488 $482
Supplemental disclosure:
Interest paid $1,791 $1,125
=============== ===============
Taxes paid $- $-
=============== ===============
</table>
See accompanying notes to these financial statements
5
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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization
Casino Players, Inc. was organized July 20, 2005 under the laws of the State
of Nevada. The Company is a casino representative company offering comp rooms
to rated players. The Company's revenues are a percentage of the amount of
income the casino earns from the rated player. The casino tracks the play of
the rated player to determine its gross income, and the Company then is paid
its contractual percentage based on that income, realized at the time of play.
Basis of Accounting
We have prepared the accompanying consolidated financial statements pursuant
to the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, these financial statements give effect to all normal
recurring adjustments necessary to present fairly the financial position and
results of operations and cash flows of the Company.
Although we believe that the disclosures included in our financial statements
are adequate to make the information presented not misleading, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. Accordingly, the accompanying financial statements should be read in
conjunction with the Company's latest annual report on Form 10-K for the year
ended December 31, 2009 filed with the Securities and Exchange Commission (the
"SEC").
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Actual results could differ
from these estimates.
The results of operations for the nine months ended September 30, 2010 are not
necessarily indicative of the results to be expected for the full 2010 year.
Certain prior period amounts have been reclassified to conform to current-
period presentation. These reclassifications had no effect on net loss for the
periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. The most
significant estimates included in the preparation of the financial statements
are related to asset lives and accruals.
6
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Income taxes
We account for income taxes in accordance with ASC 740, Accounting for Income
Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.
Under this method, deferred income taxes are determined based on the estimated
future tax effects of differences between the financial statement and tax
basis of assets and liabilities given the provisions of enacted tax laws.
Deferred income tax provisions and benefits are based on changes to the assets
or liabilities from year to year. In providing for deferred taxes, we consider
tax regulations of the jurisdictions in which we operate, estimates of future
taxable income, and available tax planning strategies. If tax regulations,
operating results or the ability to implement tax-planning strategies vary,
adjustments to the carrying value of deferred tax assets and liabilities may
be required. Valuation allowances are recorded related to deferred tax assets
based on the "more likely than not" criteria of ASC 740.
ASC 740-10 requires that we recognize the financial statement benefit of a tax
position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the "more-likely-than-not" threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement with the relevant tax
authority.
Earnings Per Share
Basic earnings per share is computed based on the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average common shares and all potentially dilutive common
shares outstanding during the period.
NOTE 2: GOING CONCERN
The accompanying Financial Statements have been prepared assuming that the
company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable period of time. The company has incurred an
operating loss of approximately $1,131,273 since inception. The future of the
company is dependent on its ability to continue to obtain funding from its S-
1filed with the Securities and Exchange Commission. Although the company plans
to pursue its equity funding, there can be no assurance that the company will
be able raise sufficient working capital to maintain its operations. If the
Company is unable to raise the necessary working capital though the equity
funding it will be forced to continue relying on cash from operations and
loans from related parties to satisfy its working capital needs. There can be
no assurance that the company will be able rely on these sources to maintain
its operations.
7
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NOTE 3: INCOME TAXES
The provision for income taxes and the effective tax rates for the nine months
ended September 30, 2010 and 2009 were computed by applying the federal and
state statutory corporate tax rates as follows:
<table>
<s> <c> <c>
2010 2009
Provisions for income taxes at statutory federal rate $99,165 $5,384
Valuation allowance (99,165) (5,384)
Net income tax provision $-0- $-0-
The reported income tax at the statutory rate 34% 34%
State rate, net of federal income tax 5% 5%
Valuation allowance -39% -39%
Effective income tax rate 0% 0%
</table>
Our Federal net operating loss ("NOL") carryforward balance as of December 31,
2009 was $760,000, expiring between 2010 and 2029. Management has reviewed the
provisions of ASC 740 regarding assessment of their valuation allowance on
deferred tax assets and based on that criteria determined that it does not
have sufficient taxable income to offset those assets. Therefore, Management
has assessed the realization of the deferred tax assets and has determined
that it is more likely than not that they will not be realized.
The Company adopted the provisions of ASC 740, previously FASB Interpretation
No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, on January 1,
2007. Previously the Company has accounted for tax contingencies in accordance
with Statement of Financial Accounting Standards 5, Accounting for
Contingencies. The statute of limitations is still open on years 2006 and
subsequent. The Company recognizes the financial statement impact of a tax
position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement with the relevant tax
authority. At the adoption date the Company applied ASC 740 to all tax
positions for which the statute of limitations remained open. As a result of
the implementation of ASC 740, the Company did not recognize a material
increase in the liability for uncertain tax positions.
The Company is subject to income taxes in the U.S. federal jurisdiction and
the state of Florida. The tax regulations within each jurisdiction are subject
to interpretation of related tax laws and regulations and require significant
judgment to apply. With few exceptions, the Company is no longer subject to
U.S. federal, state and local examinations by tax authorities for the years
before 2006.
8
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NOTE 4: STOCK BASED COMPENSATION
The Company accounts for employee and non-employee stock awards under ASC 718
- - Stock Compensation, formerly SFAS 123(r), whereby equity instruments issued
to employees for services are recorded based on the fair value of the
instrument issued and those issued to non-employees are recorded based on the
fair value of the consideration received or the fair value of the equity
instrument, whichever is more reliably measurable.
The Company issued 1,060,000 shares as stock-based compensation during the
nine months ended September 30, 2010. The shares were valued at the fair value
of the shares at the date of issuance. A charge of $180,000 is included in the
income statement for the nine months ended September 30, 2010.
NOTE 5: LOANS FROM SHAREHOLDERS
A shareholder has advanced various loans to the Company for the payment of
certain operating expenses. The loans are non-interest bearing and are due on
demand. Loans from shareholders at September 30, 2010 amounted to $39,286.
NOTE 6: STOCKHOLDERS EQUITY
The Company issued a total of 560,000 shares of its common stock at $0.25 per
share for cash during the three months ended September 30, 2010.
The Company issued a total of 188,000 shares of its common stock at $0.25 per
share for cash during the three months ended June 30, 2010.
The Company issued a total of 500 shares of its common stock at $0.25 per
share for cash during the three months ended March 31, 2010.
9
<page>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Forward-Looking Statements
This Report contains statements that we believe are, or may be considered to
be, "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included in this Report regarding the prospects of our
industry or our prospects, plans, financial position or business strategy, may
constitute forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking words such as "may,"
"will," "expect," "intend," "estimate," "foresee," "project," "anticipate,"
"believe," "plans," "forecasts," "continue" or "could" or the negatives of
these terms or variations of them or similar terms. Furthermore, such forward-
looking statements may be included in various filings that we make with the
SEC or press releases or oral statements made by or with the approval of one
of our authorized executive officers. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot assure you that these expectations will prove to be correct. These
forward-looking statements are subject to certain known and unknown risks and
uncertainties, as well as assumptions that could cause actual results to
differ materially from those reflected in these forward-looking statements.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which reflect management's opinions only as of
the date hereof. Except as required by law, we undertake no obligation to
revise or publicly release the results of any revision to any forward-looking
statements. You are advised, however, to consult any additional disclosures we
make in our reports to the SEC. All subsequent written and oral forward-
looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained
in this Report.
Unless stated otherwise, the words "we," "us," "our," the "Company," or
"Casino Players, Inc." in this section collectively refer to Casino Players,
Inc. and Casino Rated Players, Inc.
Who We Are
Casino Players, Inc. (the "Company") was incorporated on July 19, 2005 in the
state of Nevada. We are a casino representation company that conducts
business under the trade name and service mark "Casino Rated Players." We
offer free casino resort rooms to qualified gamblers who are approved by the
casino of their choice. Our website is www.CreditRatedPlayers.com. The
contents of our website are not incorporated by reference herein.
We have one subsidiary, Casino Rated Players, Inc. ("CRP"), a casino
representation company ("Rep Company" or "Casino Rep Company"). A Casino Rep
Company is essentially an extension of a casino's marketing department that
markets casino resorts to low and high rollers (gamblers) for which it
receives a commission based on the player's loss or total wagers during the
player's stay at the casino.
We record revenue after a player departs a casino or cruise line if we have
confirmation of commission amount due. Sometimes, however, it can take up to a
week to receive confirmation that a player has qualified for the Company to
receive a commission.
Our casino player is identified when he/she informs the casino dealer/manager
that he/she is a "Casino Rated Player" and shows his/her player identification
card. The casino manager then writes down the start of the player's playing
time and watches to determine average bet and hours played. The tracking
procedure is left up to the casino, and we rely on gaming information provided
by the casino's management. In some instances, it has come to our attention
that our players' losses and average bets exceeded those reported by the
casino, thereby reducing our commissions since we make a commission based on a
player's loss at the casino. The Company has no recourse other than to not
return players to that casino.
10
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Our business strategy is to utilize the internet to communicate with gamblers
and make them aware of our services to provide free rooms and amenities at
casinos in North America and the Caribbean.
To date, the Company has not had advertising funds to market its services. We
anticipate revenues increasing after marketing dollars are available to
promote the Company's services. We estimate that we need $150,000 to commence
a six month marketing strategy.
Our Services
Through our website, www.CasinoRatedPlayers.com (the contents of which are not
incorporated by reference herein), we offer 4 services to gamblers seeking
gambling and entertainment. Applicants complete a reservation form on our
website and indicate his/her dates of travel and first and second place
priority casinos. The Company returns a confirmation to the applicant to
receive a casino rate for his/her room with the betting requirements for the
casino of his/her choice. Applicants are charged a one-time $30 per room
administrative fee after we confirm their casino room rate and qualifications
to earn a free room under "Play to Qualify." We do not charge for any
services other than a "Play to Qualify" reservation. "Play to Qualify" is a
service we offer to players that do not have a history of gaming and want to
qualify for free casino resort rooms. We contact the casino and request a
casino rate for "Play to Qualify" rooms. The casino normally offers a discount
of 50% off of the normal rate. The player uses his/her credit card to check
into the casino and is notified at check out if they qualified for a free
room. If they do not qualify, the casino rate is charged to the player's
credit card. The player pays the Company a service fee of $30 for making the
reservation; and if the player qualifies for a free room, we receive a Casino
Rep commission from the casino.
Below is a description of the 4 services we offer:
(1) Discounted Casino Tour Packages to Non-Qualified players. We create our
own casino tour and travel packages to Las Vegas that include a hotel room, a
transfer from the airport to the hotel, two buffet meals, one ticket to the
show, Jubilee, a $25 match play coupon (the casino provides $25 of gaming
chips to start the player's gaming, after the player puts up $25 cash to buy
$25 in chips), and discounted wine/spa/and other coupons. Las Vegas is the
only destination that we offer gaming tours to non qualified players.
(2) Complimentary Casino Resort Rooms and Suites. We offer complimentary
casino resort rooms and suites to players that qualify based on average bet
and hours of daily playing, confirmed as a qualified player by the casino
resort selected by the player. The player contacts us online requesting a free
room or "Play to Qualify" room, we respond with a confirmation of their
request and follow up with an e-mail, confirming their room after the casino
confirms availability and free room or Play to Qualify room rate.
(3) Poker Cruises to the Caribbean. We are currently negotiating with two
cruise lines to offer "Poker Mini Tournaments" to all passengers. If we are
successful, we will operate the tournaments to all passengers and market poker
cruises to the public, offering discounted cabin pricing.
11
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(4) Free Cruise Cabins to Qualified Players. We offer qualified players
complimentary cruise cabins to the Caribbean. The player qualifies by playing
casino games for four hours a day with an average bet of $150 or more,
depending on the retail value of the cruise.
The Company sent over 80 gamblers to casinos in 2009, they were all "Play to
Qualify" players.
Casino Licenses
A Casino Rep Company needs a gaming license from each state that the Casino
Rep Company wants to send players and a casino rep agreement from the relevant
casino. We are licensed in Nevada, New Jersey, the Bahamas, Foxwoods in
Connecticut and Puerto Rico. In granting the licenses in the foregoing
territories, the relative gaming commissions and casino completed a customary
and thorough background check on Joseph Fahoome, the President of Casino Rated
Players. We have a total 25 licenses, 14 of which are with Harrah's Casinos.
History:
We have been in business since 2004, operating out of Ft. Lauderdale, Florida,
and Detroit, Michigan. Our President, Joseph Fahoome, has over 30 years
experience in owning and operating a Casino Rep Company in Detroit and
relocated to Ft. Lauderdale in 2004 to operate Casino Rated Players. Mr.
Fahoome owned a Casino Rep business in Detroit for over 30 years, sending
players primarily to Las Vegas and Atlantic City in groups of 10 to 100
players. The marketplace changed in Detroit when three new casinos
simultaneously opened in Detroit, all operating 24 hours a day, 7 days a week
and offering the same games and entertainment Las Vegas and Atlantic City
offered, resulting in dramatic decrease of players' interest in Las Vegas or
Atlantic City.
Offices:
Our offices are located at 1501 S. Ocean Blvd., Suite 236, Pompano Beach,
Florida; our telephone number is (954) 684-8288.
Going Concern
At September 30, 2010, we had $95,488 in cash on hand and a stockholders'
deficit of $(465,695) in their 2009 audit report, our auditors have expressed
their doubt as to our ability to continue as a going concern. Since our
inception on July 19, 2005, we have an accumulated deficit of $(1,131,273) and
our Company has incurred $(283,330) in operating losses in the three quarters
of 2010.
Industry Trends
Our performance depends on the impact of economic conditions on levels of
consumer spending. Recently, the gaming industry has experienced decreasing
revenues and several casinos have filed for bankruptcy protection under
Chapter 11 of the bankruptcy laws. As a result of the credit market crisis,
coupled with declining consumer and business confidence, recession worries,
and other challenges currently affecting the global economy, consumers are
continuing to curb discretionary spending, which is having an effect on our
business.
12
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Certain of our Casino Rep competitors are much larger and well established and
have significant financing in place for growth. There are over 800 similar
Casino Reps in the marketplace. They may have lower overhead cost structures
and may, therefore, be able to provide their products at lower prices than we
can. We have elected to focus our marketing efforts on a niche of smaller-
stakes players that do not have the financial clout to request free or heavily
discounted rooms at many casino destinations.
Casinos are our strongest competition and spend millions of dollars to
advertise their loyalty programs to past casino players. In addition, they
send direct mailing invitations to our past guests and offer them free rooms
and amenities, which exceed our services. Casinos also have hosts on site to
take care of players and have the ability to offer more complimentary services
then we can offer, which sways the player to go directly to the casino host
for their next trip, versus using us. We expect casinos to increase their
marketing efforts due to the worldwide decrease of gaming revenues due to the
recession.
The Company's success in its business will depend in part upon its continued
ability to enhance its existing products and services, to introduce new
products and services quickly and cost effectively to meet evolving customer
needs, to achieve market acceptance for new product and service offerings and
to respond to emerging industry standards and other technological changes.
There can be no assurance that the Company will be able to respond effectively
to technological changes or new industry standards. Moreover, there can be no
assurance that competitors of the Company will not develop competitive
products, or that any such competitive products will not have an adverse
effect upon the Company's operating results.
Moreover, management intends to continue to implement "best practices" and
other established process improvements in its operations going forward. There
can be no assurance that the Company will be successful in refining, enhancing
and developing its operating strategies and systems going forward, that the
costs associated with refining, enhancing and developing such strategies and
systems will not increase significantly in future periods or that the
Company's existing software and technology will not become obsolete as a
result of ongoing technological developments in the marketplace.
Results of Operations
For the Three Months Ended September 30, 2010 Compared to Three Months Ended
September 30, 2009
Assets
At September 30, 2010, we had total assets of $133,689 compared to $5,261
December 31, 2009. Total assets at September 30, 2010 consisted of $95,488 in
cash on hand and $4,019 in property and property equipment and $34,182 prepaid
expenses. Total assets at December 31, 2009 consisted of $117 in cash on hand
and $5,144 in property and equipment (net of depreciation).
Liabilities
Our total liabilities were $531,139 at September 30, 2010 compared to $470,956
at December 31, 2009. The increase was primarily due to $50,193 in deferred
revenue.
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Total Stockholders' Deficit
Our stockholders' deficit was $(397,450) at September 30, 2010 compared to
$(465,695) at December 31, 2009. The decrease was due to an increase in
additional paid-in capital from the sale of stock in the 3rd quarter ended
September 30, 2010.
Revenues
Revenues for the three months ended September 30, 2010 were $4,375 compared to
$4,585
for the three months ended September 30, 2009. Revenues were generated from
casino commissions.
Cost of Sales
Cost of Sales for the three month periods ended September 30, 2010 were zero
and 2009 were zero. There are no costs of sales in connection with sending
gamblers to casino resorts.
Expenses
The total General and Administrative (G&A) expenses for the three months ended
September 30, 2010 were $127,685 as compared to $6,501 for the three months
ended September 30, 2009. G&A expenses primarily consist of professional fees
of $6,375 consulting fees of $84,690 and advertising of $22,550.
Net Losses
Net losses from operations for the three months ended September 30, 2010 were
$(124,219) and a loss per share of $(0.004) compared to a net loss of $(1,916)
and a loss per share of $(0.01) for the three months ended September 30,
2009.The increase in losses for the three months ended September 30, 2010
are due primarily to $91,065 professional fees and $22,500 advertising. Since
the Company's inception, it has incurred $(1,131,273) in net losses. The
trend is to continue losing money until funds for advertising and marketing
are available.
For the Nine Months Ended September 30, 2010 Compared to Nine Months Ended
September 30, 2009
Assets
At September 30, 2010, we had total assets of $133,689 compared to $5,261 on
December 31, 2009. Total assets at September 30, 2010 consisted of $95,488
in cash on hand and $4,019 in property and property equipment and $34,182
prepaid expenses. Total assets at December 31, 2009 consisted of $117 in cash
on hand and $5,144 in property and equipment (net of depreciation).
Liabilities
Our total liabilities were $531,139 at September 30, 2010 compared to $470,956
at December 31, 2009. The increase was primarily due to $50,193 in deferred
revenue
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Total Stockholders' Deficit
Our stockholders' deficit was $(397,450) at September 30, 2010 compared to
$(465,695) at December 31, 2009. The decrease was due to an increase in
additional paid-in capital from the sale of stock in the 3rd quarter ended
September 30, 2010.
Revenues
Revenues for the nine months ended September 30, 2010 were $16,468 compared to
$8,541 for the nine months ended September 30, 2009. Increased revenues were
generated from gaming commissions.
Cost of Sales
Cost of Sales for the nine month periods ended September 30, 2010 were zero
and 2009 were zero. There are no costs of sales in connection with sending
gamblers to casino resorts.
Expenses
The total General and Administrative (G&A) expenses for the nine months ended
September 30, 20010 were $298,007 as compared to $19,885 for the nine months
ended September 30, 2009. G&A expenses primarily consist of $219,284 in
professional fees and advertising expenses of $57,701
Net Losses
Net losses from operations for the nine months ended September 30, 2010 were
$(283,330) and a loss per share of $(0.01) compared to a net loss of $(15,382)
and a loss per share of $(0.009) for the nine months ended September 30,
2009.The increase in losses for the nine months ended September 30, 2010 are
due primarily to $219,284 in professional fees and advertising expenses of
$57,701. Since the Company's inception, it has incurred $(1,131,273) in net
losses. The trend is to continue losing money until funds for advertising and
marketing are available.
Liquidity and Capital Resources
At, September 30, 2010, we had $95,489in cash on hand, liabilities totaling
$531,139 and a stockholders' deficit of $(397,450). In their 2009 audit
report, our auditors have expressed their doubt as to our ability to continue
as a going concern. To date, the Company has financed its operations from
private sales of its common stock and from loans totaling $39,286 from the
Company's officers and directors as of September 30, 2010. These loans are
not pursuant to any written agreement. The Company has agreed to repay such
loans upon the receipt of sufficient capital.
On October 28, 2009, the SEC declared our Registration Statement on Form S-1
(File No.: 333-128351) (the "Registration Statement") effective. Pursuant to
the Registration Statement, we registered 12 million shares of common stock to
be offered by us on a "best efforts" basis at a purchase price of $0.25 per
share. We also registered 6,000,000 shares for resale by the selling
stockholders named in the Registration Statement. If we sell all of the 12
million shares offered by us in the offering, of which there can be no
assurances, we will receive gross proceeds of $3,000,000. As of July 14,
2010, we have sold 345,200 shares and have received net proceeds of $47,465.
We will not receive any proceeds from the resale of shares offered by the
selling stockholders named in the Registration Statement. We will depend on
generating sufficient proceeds from the offering to fund our operations.
There is no minimum share purchase requirement and there is no guarantee as to
the amount of proceeds that will result from the offering, if any. The going
concern opinion of the auditors might negatively impact our ability to raise
capital to fund our operations or pursue our business strategy and our
investors' ability to sell their shares of the Company's common stock. If we
do not raise sufficient amount of funds from the offering and/or subsequent
private and public offerings, we might have to cease operations.
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Since the date our Registration Statement was declared effective by the SEC,
we have been searching for a registered broker/dealer to make an application
with the Financial Industry Regulatory Authority (FINRA) to act as a market
maker of our common stock and to have our common stock quoted on the OTC
Bulletin Board (OTCBB). We have engaged Spartan Securities Group Ltd. as our
initial market maker; they have submitted 15c2-11 to FINRA on December 15,
2009. FINRA awaits the companies closing of their IPO, before FINRA completes
its due diligence; once completed the company will receive a trading symbol
and begin trading for quotation on the OTCBB. There can be no assurance that a
market for our common stock will develop or if developed, be sustained.
At the current time, we do not have enough capital to fund our operations for
the next 12 months. We expect that the net proceeds from the sale of at
least fifty (50%) percent of the shares offered by the Company in the offering
will sustain its operations for a period of twelve months. There is no
assurance that the net proceeds will be received in time to meet our needs.
Our board of directors reserves the right to reallocate the use of proceeds to
meet unforeseen events. Pending their use, we may deposit proceeds in
commercial bank accounts or invest them in money market funds for short-term
government obligations.
Deferred Compensation
At September 30, 2010, Mr. Forhan, our Chief Executive Officer, Chief
Financial Officer and Chairman, is owed $170,500 in deferred compensation and
Mr. Fahoome, our President and Director, is owed $195,400 in deferred
compensation. Management stopped accruing wages June 30, 2007 and will not
receive wages until the Company generates revenue to pay wages. When funds
become available management will pay down the deferred compensation over a
period of twelve months, or longer; depending of working capital available.
Critical Accounting Policies
Our discussion and analysis of financial condition and results of operations
are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The preparation of financial statements requires management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the
financial statements.
On an on-going basis, we evaluate our estimates, including, but not limited
to, those related to revenue recognition.
We use authoritative pronouncements, historical experience and other
assumptions as the basis for making judgments. Actual results could differ
from those estimates. Critical accounting policies identified are as follows:
Revenue Recognition
The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services
have been rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collect ability is reasonably assured.
The Company uses these guidelines to recognize revenues from our
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customers: Cruise lines and casinos. We record revenue after a player departs
a casino or Cruise line if we have confirmation of commission amount due.
Sometimes, however, it can take up to a week to receive confirmation that a
player has qualified for the Company to receive a commission. We record as
accounts receivable and accrue revenue. The revenue is received in 30 -45 days
after the player departs, and the receivable is adjusted based on the actual
check is received.
Use of Estimates
The Company's significant estimates include allowance for doubtful accounts
and accrued expenses. These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
While the Company believes that such estimates are fair when considered in
conjunction with the financial statements taken as a whole, the actual amounts
of such estimates, when known, will vary from these estimates. If actual
results significantly differ from the Company's estimates, the Company's
financial condition and results of operations could be materially impacted.
Cash and Cash Equivalents
Cash and cash equivalents include all interest-bearing deposits or investments
with original maturities of three months or less.
Fair value of financial instruments
The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses, debenture and loans payable
approximate their fair market value based on the short-term maturity of these
instruments.
Accounts Receivable
The Company extends credit to its customers (casinos and Cruise lines) in the
normal course of business. Further, the Company regularly reviews outstanding
receivables, and provides estimated losses through an allowance for doubtful
accounts. The company generates Accounts Receivable when it delivers players
and the casino or Cruise line qualifies the player and approves payment to the
company. The receivables are normally paid in 30 - 45 days after player
departs the casino or Cruise lines. We have receivables from casino and Cruise
lines when we deliver players, the commissions are accrued revenues and
receivables. We have reduced Accounts Receivables a few times when our
estimated revenues were reduced when actual commissions were received.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets. Machinery and equipment are depreciated
over 3 to 10 years. Furniture and fixtures are depreciated over 7 years.
Accelerated methods of depreciation are generally used for income tax
purposes. Leasehold improvements are amortized on a straight-line basis over
the shorter of the useful life of the improvement or the term of the lease.
The Company performs ongoing evaluations of the estimated useful lives of the
property and equipment for depreciation purposes. The estimated useful lives
are determined and continually evaluated based on the period over which
services are expected to be rendered by the asset. Maintenance and repairs are
expensed as incurred.
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Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," the Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be fully recoverable. The Company recognizes an impairment loss when the
sum of expected undiscounted future cash flows is less than the carrying
amount of the asset. The amount of impairment is measured as the difference
between the asset's estimated fair value and its book value.
Other Intangible Assets
Acquired intangible assets are separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented or exchanged,
regardless of the Company's intent to do so.
The Company presents "basic" and, if applicable, "diluted" earnings (loss) per
common share pursuant to the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128") and certain other
financial accounting pronouncements. Basic earnings (loss) per common share
are calculated by dividing net income (loss) by the weighted average number of
common shares outstanding during each period. The calculation of diluted
earnings (loss) per common share is similar to that of basic earnings (loss)
per common share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if all
potentially dilutive common shares, such as those issuable upon the conversion
of debentures, were issued during the period.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts payable and accrued expenses approximate fair value
because of the immediate or short-term maturity of these financial
instruments.
Stock Based Compensation
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are
recorded based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration
received or the fair value of the equity instrument, whichever is more
reliably measurable. The Company did not pay any stock-based compensation
during the period presented.
Accounting for Warrants and Freestanding Derivative Financial Instruments
The Company evaluates its warrants and other contracts to determine if those
contracts or embedded components of those contracts qualify as derivatives to
be separately accounted for under Statement of Financial Accounting Standards
133 "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133")
and related interpretations including EITF 00-19 "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock" ("EITF 00-19"). If the warrant is determined to be a derivative, the
fair value of the warrants is marked-to-market each balance
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sheet date and recorded as a liability. The change in fair value of the
warrants is recorded in the Statement of Operations as other income or
expense. Upon conversion or exercise of a derivative instrument, the
instrument is marked to fair value at the conversion date and then that fair
value is reclassified to equity.
Equity instruments that are initially classified as equity that become subject
to reclassification under FAS 133 are reclassified to liability at the fair
value of the instrument on the reclassification date. In the event that the
warrants are determined to be equity, no value is assigned for financial
reporting purposes.
Intangible Assets and Related Impairment of Long-lived Assets
Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an
asset to the undiscounted cash flows expected to result from the use and
eventual disposition of the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets. Assets
to be disposed of shall be classified as held for sale and are reported at the
lower of the carrying amount or fair value less costs to sell.
Income taxes
The Company accounts for income taxes under the liability method in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." Under this method, deferred income tax assets and liabilities
are determined based on differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.
Had income taxes been determined based on an effective tax rate of 37.6%
consistent with the method of SFAS 109, the Company's net losses for all
periods presented would not materially change.
Recent Accounting Pronouncements
In December 2007, the FASB issued FAS No. 141(R) "Applying the Acquisition
Method," which is effective for fiscal years beginning after December 15,
2008.
This statement retains the fundamental requirements in FAS 141 that the
acquisition method be used for all business combinations and for an acquirer
to be identified for each business combination. FAS 141(R) broadens the scope
of FAS 141 by requiring application of the purchase method of accounting to
transactions in which one entity establishes control over another entity
without necessarily transferring consideration, even if the acquirer has not
acquired 100% of its target. Among other changes, FAS 141(R) applies the
concept of fair value and "more likely than not" criteria to accounting for
contingent consideration, and pre-acquisition contingencies. As a result of
implementing the new standard, since transaction costs would not be an element
of fair value of the target, they will not be considered part of the fair
value of the acquirer's interest and will be expensed as incurred. The Company
does not expect that the impact of this standard will have a significant
effect on its financial condition and results of operations.
In December 2007, the FASB also issued FAS No. 160, "Accounting for
Noncontrolling Interests," which is effective for fiscal years beginning after
December 15, 2008. This statement clarifies the classification of
noncontrolling interests in the consolidated statements of financial position
and the accounting for and reporting of transactions between the reporting
entity and the holders of non-controlling interests.
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The Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash
flows or disclosures.
In February 2007, the FASB issued FAS No. 159, "Fair Value Option" which
provides companies an irrevocable option to report selected financial assets
and liabilities at fair value. The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.
FAS 159 is effective for entities as of the beginning of the first fiscal year
that begins after November 15, 2007. The Company does not expect that the
adoption of this standard will have a significant impact on its financial
condition, results or operations, cash flows or disclosures.
In September 2006, the Financial Accounting Standards Board (FASB) issued FAS
No. 157, "Fair Value Measurements" ("FAS 157"), which establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about
fair value measurements.
FAS 157 does not require any new fair value measurements but rather eliminates
inconsistencies in guidance found in various prior accounting pronouncements.
FAS 157 is effective for fiscal years beginning after November 15, 2007. The
Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash
flows or disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
N/A
Item 4T. Controls and Procedures.
Evaluation of Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is
required to perform an evaluation under the supervision and with the
participation of the Company's management, including the Company's principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June
30, 2010, our Principal Executive Officer and Principal Financial Officer have
concluded that our disclosure controls and procedures were not effective to
ensure that the information required to be disclosed by us in this Report was
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and instructions for Form 10-Q.
Our Principal Executive Officer and Principal Financial Officer have concluded
that our disclosure controls and procedures had the following deficiency:
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* We were unable to maintain any segregation of duties within our business
operations due to our reliance on a single individual fulfilling the role of
both our Principal Executive Officer and Principal Financial Officer. While
this control deficiency did not result in any audit adjustments to our interim
or annual financial statements, it could have resulted in a material
misstatement that might have been prevented or detected by a segregation of
duties. Accordingly we have determined that this control deficiency
constitutes a material weakness.
To the extent reasonably possible, given our limited resources, our goal is,
upon consummation of a merger with a private operating company, to separate
the responsibilities of principal executive officer and principal financial
officer, intending to rely on two or more individuals. We will also seek to
expand our current board of directors to include additional individuals
willing to perform directorial functions. Since the recited remedial actions
will require that we hire or engage additional personnel, this material
weakness may not be overcome in the near term due to our limited financial
resources. Until such remedial actions can be realized, we will continue to
rely on the advice of outside professionals and consultants.
Changes in Internal Controls.
No change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
fiscal quarter ended June 30, 2010 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to nor are we threatened with or have any knowledge of any
claims or legal actions that would have a material adverse impact on our
financial position, operations or potential performance.
Item 1A. Risk Factors.
N/A
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended September 30, 2010, the company sold Securities that
were Registered in the
S-1. The company sold 560,000 shares netting $132,000, the money was used for
working capital. The company paid finders fees of 17% and allocated 28% for
Investor Relations expenses.
Item 3. Defaults upon Senior Securities.
None
Item 4. (Removed and Reserved)
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None
Item 5. Other Information.
None
Item 6. Exhibits.
Exhibit No.: Description:
31.1 Certification by William G. Forhan, Principal Executive Officer and
Principal Financial and Accounting Officer of Casino Players Inc., pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1 Certification by William G. Forhan, Principal Executive Officer and
Principal Financial and Accounting Officer of Casino Players Inc. pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
CASINO PLAYERS, INC.
Date: November 2 , 2010 By: /s/ William G. Forhan
William G. Forhan, CEO, CFO, and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
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