SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
November 18, 2010
Date of Report (Date of Earliest Event Reported)
CASINO PLAYERS, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-138251 54-2156042
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
24 N. Commerce Parkway
Suite 105
Weston, FL 33326
(Address of principal executive offices and Zip Code)
(954) 684-8288
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
Casino Players, Inc., a Nevada corporation (the "Company"), is filing this
Form 8-K/A Amendment No. 2 pertaining to the Form 8-K filed by the Company
with the SEC on November 19, 2010 as amended December 2, 2010 pursuant a
verbal comment from the SEC to the Company with respect to the resignation
date of the previous independent registered public accountant, which is
November 8, 2010 and is reflected below.
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective November 8, 2010, Larry O'Donnell, CPA, P.C. (O'Donnell) resigned as
the independent registered public accountant of Casino Players, Inc., a Nevada
corporation (the "Company").
O'Donnell served as the certifying accountants for the Company's financial
statements for the past two fiscal years of the Company. O'Donnell's audit
reports for the past two years (i.e., December 31, 2009 and 2008) did not
contain an adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting principles. From the
date on which O'Donnell was engaged until the date of its resignation, there
were no disagreements with O'Donnell on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of O'Donnell would
have caused it to make reference to the subject matter of the disagreements in
connection with any reports it would have issued, and there were no
"reportable events" of the nature described in Item 304(a)(1)(v), paragraphs
(A) through (D), of Regulation S-K.
The Company had provided O'Donnell with a copy of the disclosures it is making
in this Form 8-K in response to Item 304(a) of Regulation S-K. The Company
had also requested O'Donnell to furnish the Company with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
statements made by the Company in response to Item 304(a) of Regulation S-K
and, if not, stating the respects in which it does not agree. The Company has
filed such letter from O'Donnell as Exhibit 16.1 to this Form 8-K.
On November 8, 2010, the Company engaged Malcolm L. Pollard ("Pollard"), as
the Company's independent public accountants. Pollard been engaged to audit
the Company's financial statements for the fiscal year ending December 31,
2010 and to review the Company's unaudited financial statements for interim
periods, commencing with the quarter ended September 30, 2010.
Neither the Company nor anyone on its behalf consulted Pollard regarding (i)
either: the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered
on the Company's financial statements; as such, no written or oral advice was
provided, and none was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issues; or (ii) any matter that was a subject of a disagreement or reportable
event, as there were none.
The decision to engage Pollard was approved by the Board of Directors on
November 8, 2010.
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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
16.1 Letter from Larry O'Donnell, CPA, P.C.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASINO PLAYERS, INC.
Date: December 9, 2010 By: /s/ WILLIAM G. FORHAN
Name: William G. Forhan
Title: Chief Executive Officer
(Principal Executive and Principal
Financial and Accounting Officer)
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