UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ________
Commission File No. 333-138251
CASINIO 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 formation) identification number)
700 W Hillsboro Blvd
Bldg. 2 Suite 104
Deerfield, FL 33441
(Address of principal executive offices)
Registrant's telephone number: (954) 684-8288
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
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
during the preceding 12 months (or for 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.
Yes [X] 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 229.405
of this chapter) during the preceding 12months (or for such shorter period
that the registrant was required to submit and post such files).
Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (S.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
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]
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Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
There is currently no market for any of our securities.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of March 1, 2011 there were 32,465,300 shares of common stock, par value
$0.0001 per share, of the Registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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PART I
FORWARD-LOOKING STATEMENTS
Certain statements made in this Annual Report on Form 10-K are "forward-
looking statements" (within the meaning of the Private Securities Litigation
Reform Act of 1995) regarding the plans and objectives of management for
future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of the Registrant to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. The forward-looking statements included herein are based
on current expectations that involve numerous risks and uncertainties. The
Registrant's plans and objectives are based, in part, on assumptions involving
the continued expansion of business. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
the control of the Registrant. Although the Registrant believes its
assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be no
assurance the forward-looking statements included in this Report will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Registrant or any other
person that the objectives and plans of the Registrant will be achieved.
Item 1. Business
Casino Players, Inc. (the "Company," "Registrant," "CPI," "we," "our(s)" and
"us" and similar terms) was incorporated in the state of Nevada on July 20,
2005. We are a casino representative company (a "Casino Rep Company") that
conducts business under the trade name and service mark "Casino Rated
Players." We offer free casino resort rooms to qualified gamblers approved by
certain casino resorts. We have been in business since 2004, operating out of
Ft. Lauderdale, Florida and Detroit, Michigan. Our President, Joseph Fahoome,
has over 25 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 Company in Detroit for over 25 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.
On September 30, 2005, we acquired Casino Rated Players, Inc. ("CRP"), a
former Casino Rep Company with licenses with 25 casinos in North America, 14
of which are with Harrah's. 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 resort.
In consideration for CRP, we issued 4,000,000 shares of restricted common
stock to Invicta Group Inc. ("Invicta"), the former owner of CRP. Invicta
transferred those shares to William Forhan, the Company's Chief Executive
Officer, Chief Financial Officer and Chairman, on June 28, 2008 when Mr.
Forhan agreed to forgive two of Invicta's liabilities to Mr. Forhan: $200,000
accrued wages to Mr. Forhan and a $245,000 loan due to Mr. Forhan. Mr. Forhan
was a related party as he was the Chief Executive Officer of Invicta at the
time of the acquisition and transfer and the Chief Executive Officer of Casino
Players, Inc. at the time of the transfer. The independent directors of
Invicta negotiated on behalf of Invicta.
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Going Concern
At December 31, 2010, we had $9,330 in cash on hand, an accumulated deficit of
$(1,174,985) and a stockholders' deficit of $(431,162). For the twelve months
ended December 31, 2010, we had revenues of $77,591 and a net loss of
$(327,040) compared to $11.082 in revenues and a net loss of $(54,501) for
the fiscal year ended December 31, 2009. In our auditor's 2010 audit report,
they expressed their doubt as to our ability to continue as a going concern.
We do not currently have enough capital to fund our operations for the next 12
months. We estimate that we will need $500,000 to fund our operations for
the next 12 months.
On October 28, 2009, our Registration Statement on Form S-1 (the "Registration
Statement") was declared effective by the SEC. In the Registration Statement,
we registered 6,000,000 shares of common stock on behalf of the Selling
Stockholders named in the Registration Statement and 12,000,000 of common
stock to be sold by Company at a price of $0.25 per share. We will not
receive any funds from shares sold by the Selling Stockholders. We will only
receive funds from shares we sell. We will depend on generating sufficient
proceeds from the offering to fund our operations. To date, we have sold
755,200 shares to 47 shareholders pursuant to the Registration Statement. In
the event the Company is not successful in selling any shares of common stock
pursuant to the Registration Statement or in subsequent private or public
offerings, the Company's Chief Executive Officer, William G. Forhan, has
agreed to continue to fund the Company's operations until any such financing
can be consummated.
We expect the net proceeds from the sale of at least fifty (50%) percent of
the shares registered in the Registration Statement will sustain its
operations for a period of 12 months. There is no assurance that the net
proceeds will be received in time to meet our needs.
Our Services
Through our website, www.CasinoRatedplayers.com (the contents of which are not
incorporated by reference herein), we offer four 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.
Below is a description of the four 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 (i.e., the casino provides $25 of
gaming chips to start the player's gaming, after the player buys $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 email confirming their room after the casino
confirms availability and free room or "Play to Qualify" room rate. "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
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casino and request a casino rate for "Play to Qualify" room. The casino
normally offers a discount of 50% off of normal rate. The player uses his
credit card to check into the casino and will be notified at check out if they
qualified for a free room. If they do not qualify, the casino rate will be
charged to the player's credit card, receiving a discounted room rate. 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.
(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.
(4) Free Cruise Cabins to Qualified Players. We offer qualified players
complimentary cruise cabins to the Caribbean. The player will qualify 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.
Qualification for complimentaries (known as "comps") typically is based on a
gambler having to play table games or slot machines for a minimum of four
hours per day, with average hands from between $50 to 150 for table games and
from $1 to 5 for slot machine play. The availability and extent of
complimentary products and services is dependent upon the gaming history of
the player. The casino determines the average bet and whether the player is
qualified for a free room or "Play to Qualify" room.
The Company derives its revenue from the commissions earned from travel
suppliers, casino Resorts and on the direct sale of travel and gaming related
products. For the twelve months ended December 31, 2010, we had revenues of
$77,591 and a net loss of $(337,101) compared to $11,082 in revenues and a
net loss of $(54,500) for the fiscal year ended December 31, 2009. The
Company has performance contacts with various casinos that, based upon average
play and wagering the Company receives an agreed upon percentage of the
casinos theoretical revenue. No commission is recognized as revenue until
confirmation of receipt of the commission.
The percentage of our compensation varies from casino to casino, but generally
averages between 10% and 15% percent of the player's estimated average bet
per hand multiplied by the estimated number of hands per hour of play in
domestic casinos, and 10% to 15% percent of the player's estimated losses at
Caribbean casinos. Casinos do not deduct the cost incurred to obtain a player
from a Casino Rep's commission. If a player visits a Caribbean casino and
wins, the casino pays the Casino Rep Company a flat fee of $50-$100 for
delivering the player to the casino.
The casinos offer all players, at hotel check in, a "Players Card" that is
used for tracking the player's waging activity. When a player plays slots,
they put their card into slot machine and remove it when they are done. The
casino tracks by computer the time played, average bet, total bet, and win or
losses. The player that plays a table game (such as craps or black jack) put
his/ her Players Card on the table and a host from casino manually records
when they started and ended gaming play. The amount of wages are watched from
cameras and so noted. The tracking for slots is accurate but the table
calculation has a potential for inaccuracy. The casinos have no recourse
against us if the players we provide them do not gamble at the levels
expected. The casino will often take a Casino Rep Company's reference for a
new player and provide him a complimentary room. Traditionally, a casino does
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not offer anything free to an unknown player, but will offer the player an
opportunity to "Play to Qualify." The casino will offer a casino rate for a
room (normally 50% off the rate a non player pays, for a maximum of 3 nights).
The player checks into the casino with a credit card with the understanding
he/she will be charged a casino room rate if he/she does not qualify for a
free room. The casino will have a player's rating ready for early morning
check out, and, if they played for the minimum qualifications, they will
receive a complimentary room and are invited back for a free room in the
future. If the player qualifies, the Company receives its commission. If the
player does not qualify, then nothing is paid to the Company and the player
pays the casino rate for the room.
Our player is identified when he/she advises the casino dealer/manager that
he/she is a "Casino Rated Player" and shows a player ID Card. The casino
manager then writes down the start of playing time and watches to determine
average bet and hours played. The tracking procedure is left up to the casino,
and the Casino Rep Company has to rely on gaming info provided by the casino
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 such casinos who under report our player's losses and average bets.
Governmental Regulation -- Casino Licenses
A Casino Rep must qualify for a gaming license in every state that it, he or
she wants to receive gaming commission that offers gambling and then with a
respective casino resort that is offering a commission for the Casino Rep's
delivering eligible players to their property. Once a Casino Rep is licensed
with a casino resort, it may request free rooms or suites for qualified
players and receive a commission from the dollars played. There are over 800
Casino Rep Companies in the United States that are licensed in one or more
states, each receiving a commission from the licensed casino resort. Casino
resorts utilize individuals Casino Reps to market their casino play to high
and low rollers and pay a commission to licensed individuals and companies
that send qualified players. The license procedure for a casino rep in the
state in which he or she submits a casino license application includes a
financial and personal background approval, including references of strong
character, no delinquent payments for alimony or child support, DUI, and poor
credit status, by each state or government that has legalized gambling. The
objective of the states or government is to keep the image of the gaming
industry clean and to assure casino resorts that a thorough investigation has
been completed. The casino will also do its own personal investigation of a
potential Casino Rep even though the state has approved the individual to
receive commissions from a licensed casino resort. An annual fee is charged by
the state ranging from $700 in Nevada to $800 in Mississippi and is renewable
annually when the Casino Rep pays a renewal fee and receives a new favorable
background check from his local police department. The Company's President,
Joseph Fahoome, is licensed in Nevada, New Jersey, Connecticut, and the
Bahamas. The Company needs at least one officer to be licensed to qualify for
commissions from casino resorts. Joseph Fahoome is licensed at 14 of Harrah's
casinos, Nassau Bahamas' Crystal Palace and Trump Plaza casino in Atlantic
City. The licenses were obtained by completing each state's due diligence
forms and receiving a background report from a local police department.
Business Strategy
Our business strategy is to utilize the internet to communicate with gamblers,
make them aware of our services to provide free rooms and amenities at casinos
in North America and the Caribbean. The Company sent over 100 gamblers to
casino resorts in 2009 and approximately 140 gamblers in 2010.
We learn of a player's gaming history by asking the potential player a series
of questions and then contacting the casino at which the player claims he/she
should receive complimentary rooms to verify his/her playing history. The
casinos also have a service for verification of a player's credit and playing
trends, which are checked by using the player's name, address and birth date.
The service is not available to Casino Rep companies directly. We are
required to directly contact the casino for verification. The casino
determines the play of the player and prepares a report to the Casino Rep
Company that verifies the average bet, hours played, amount won or lost and
commission due to the Casino Rep. The casino's report is generated by visually
observing and monitoring table games (craps, blackjack roulette, etc.) and the
slot play is measured by the slot machine computer chip by the
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minute. The complimentary room policy is also available directly from the
casino resort since the casino's marketing department is constantly soliciting
players to visit their casino by offering free rooms as a motivation to play
at the casino where they stay instead of going to other casinos. The casinos
are trying to increase their database of players. The Casino Rep's commissions
are protected by the casino if the player was delivered by the Casino Rep and
the player has been to the casino within the past 12 months. The Company does
not have any way of enforcing a casino contacting a Casino Rep's player before
12 months have elapsed, unless a player advises the Rep Company that he/she
was contacted. The casino does not pay a commission after the 12 month period
has passed. They are considered the casino's customer in the future unless
the Casino Rep sends the player back to the casino before the player accepts a
casino's invitation.
Marketing Strategy
We currently are not doing any marketing. Our targeted customer is a gambler
who has a gaming and entertainment budget close to $200 a day or more. We
estimate that we need $60,000 to commence our marketing strategy. The goal is
to market our services to gamblers through the internet and by eventually
purchasing ad space in Sunday travel sections of newspapers if and when we
have sufficient funds to do so.
Our Players, Inc. database has grown to over 1,000 people from Joseph
Fahoome's Casino Rep Company that was headquartered in Detroit, Michigan.
Mr. Fahoome co-owned a Casino Rep Company in Detroit for 25 years and operated
tour and travel packages to Las Vegas, Nassau, and Atlantic City. He also
sent players to casino Resorts in those locations. Joseph Fahoome's company,
VIP Junkets Inc., was dissolved on June 30, 2004. We plan on utilizing Mr.
Fahoome's experience of and contacts within the casino industry. Casino
Players, Inc. currently has a database of qualified players to whom we offer
free rooms, meals, and transportation. Our database is only available to us.
The Company's database includes names and home addresses but not telephone
numbers or emails. We intend to lease email lists and hire one or more email
broadcasting companies to send emails to gamblers that have opted-in for
gaming information to be sent to their respective addresses. In the past, we
have used the services of companies that specialize in email internet
broadcasting to send email invitations to a leased database of opt-in gamblers
that are seeking gaming invitations to visit casinos. The leased database is
paid per campaign and does not belong to the Company.
We also anticipate using the email broadcasting companies to generate banner
ads and broadcast pop-ups to individuals that gamble online. We believe an
online player is also interested in enjoying the excitement of a casino resort
environment, especially if they can receive a free room or a casino rate that
offers the player an opportunity to earn a free room ("Play to Qualify"). We
will rely on their suppliers (Internet Broadcasting Company) to get past ad
blockers and filters. We have not used a company for pop-ups, but intend to
contract for 200,000 pop-ups per month to online gamblers, offering free rooms
at casino resorts upon sufficient financing. If we are successful, we intend
to increase the pop-up ads from 200,000 up to 1 million per month based on our
anticipated cost on $1,000 for every 50,000 pop-ups that appear.
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The Company also intends to market poker mini-tournaments on board Caribbean
cruise lines that agree in writing to allow all cruising passengers to play.
We intend to market poker cruises in an effort to sell cabins (40 - 50) to
poker players and to operate poker games when the ship is at sea. We intend to
bring our own poker tables and dealers to operate these tournaments. The
tournaments will be played in the card room using four poker tables, each
having from 8 to 10 players and a dealer. The poker room is open when the ship
is at sea. The player registers to play when they desire. The dealer will be
an employee of the Company and we will be responsible to pay the cruise line
for all cabins used. The dealers will be compensated for wages and all tips
are his/her to keep.
We expect our revenue to be generated from each poker player's "Buy-In" and
the commission earned for cabins sold to the public. Our expenses are expected
to be marketing expenses, dealers' wages and cabins. We anticipate paying the
cruise line a fee based on revenues generated on each sailing. We will not
need a license to operate poker tournaments.
We believe that we do not have any risk of losses to run the mini-tournaments.
The winner's money is a portion of the money paid to buy into the game. A
mini-tournament is played when one player has all of the chips (about 1 hour).
We intend to have our mini-tournaments available to all passengers on board.
We also have the opportunity to offer free cabins to qualified players and
receive a percentage of their losses. If they win, we would not receive any
compensation from the cruise line. We have had several players receive
complimentary cruise cabins, but have not earned commissions from their gaming
losses as the cruise line reported the players did not play for high enough
stakes to qualify for commissions to us. Our management has limited experience
(operated one 7 night cruise mini poker tournament) in operating mini-poker
tournaments onboard cruise lines. We currently do not have contracts to
operate poker tournaments. We intend to negotiate such agreements after we
secure funding to promote the sale of 40 to 50 cabins to players.
Competition
We face intense competition. Over the past few years, many states have
permitted and continue to permit casino companies to build and operate slot
parlors and casino resorts in their states in order to provide employment,
tourist dollars and taxes. Many casino resorts and casino parlors have been
marketing their business to gamblers who frequent Las Vegas and/or Atlantic
City. Gamblers who wish to save time and money by frequenting local slot
parlors and casinos, especially in light of the current recession and decrease
in discretionary income, have been adversely affecting casino resorts in Las
Vegas and Atlantic City as well as other destinations. Therefore, competition
in our industry is high and intense and becoming more so. We do not know
when or if, such traditional destinations will return to their prior levels.
Our business and stock price could be adversely be affected by the
proliferation of local casinos and slot parlors.
Also in light of the recession and gamblers' decrease in discretionary income,
casinos have been reducing their comps in order to increase their gross
margins. Since we depend on such comps to pass on to our customer, our
business may be materially adversely affected if cannot require comps and/or
we fail to grow our business, including, but not limited to, acquiring
profitable Casino Rep Companies.
Casino Rated Players face intense competition primarily from companies and in-
house Casino Reps. The casinos have databases tracking players at their
casinos and offer free rooms when rooms are available. They may also contact
Casino Players, Inc.'s customers directly if they have not traveled to the
respective casino in the past 12 months. Other Casino Rep Companies are also
our competitors, but they normally contact players from their respective
territories based on their corporate locale.
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Casino companies like Harrah's and MGM Grand have multiple locations
throughout the United States and they consolidate their player development
names from each casino and target direct mail promotions to the qualified
players offering more amenities than a Casino Rep Company can offer (e.g.,
free dinner and shows, wine with meals, larger rooms and suites). We do not
have our own "Loyalty Program."
We are not dependent on any one gambler. Notwithstanding, 14 of our 35
licenses are with Harrah's casinos. If we were to lose our licenses with
Harrah's, we would seek similar license from competitive casinos in the
marketplaces desired. If we were not successful in obtaining comparable
licenses, our business might be materially adversely affected.
Employees
Casino Players, Inc. currently employs two executive officers. William Forhan
serves as Chief Executive Officer and Chief Financial Officer, and Joseph
Fahoome serves as President. We intend to hire additional full time employees
upon receiving sufficient funding and as our business grows.
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Item 1A. RISK FACTORS
An investment in our securities is highly speculative and subject to numerous
and substantial risks. These risks include those set forth. You should
carefully consider the risks and uncertainties described below and the other
information in this Annual Report. If any of the following risks actually
occur, our business, financial condition and operating results could be
materially adversely affected.
Going Concern
At December 31, 2010, we had $9,330, in cash on hand, an accumulated deficit
of $(1,174,985) and a stockholders' deficit of $(431.162). In our auditors'
2010 audit report, they have expressed their doubt as to our ability to
continue as a going concern. We do not currently have enough capital to fund
our operations for the next 12 months. We estimate that we will need
$500,000 to fund our operations for the next 12 months. 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 your ability to
sell your shares of the Company's common stock.
On October 28, 2009, our Registration Statement on Form S-1 (the "Registration
Statement") was declared effective by the SEC. In the Registration Statement,
we registered 6,000,000 shares of common stock on behalf of the Selling
Stockholders named in the Registration Statement and 12,000,000 of common
stock to be sold by Company at a price of $0.25 per share. We will not
receive any funds from shares sold by the Selling Stockholders. We will only
receive funds from shares we sell. We will depend on generating sufficient
proceeds from the offering to fund our operations. To date, we have sold
755,200 shares to 47 shareholders pursuant to the Registration Statement. In
the event the Company is not successful in selling any shares of common stock
pursuant to the Registration Statement or in subsequent private or public
offerings, we might have to cease our operations.
You may never realize a return on your investment.
THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS
INVESTMENT OR THAT HE WILL NOT LOSE HIS ENTIRE INVESTMENT IN THE COMPANY. To
date, the Company has limited operations and revenues. We have never earned a
profit and there can be no assurance that we will ever achieve profitable
operations.
Current conditions in the global markets and general economic pressures may
adversely affect consumer spending and our business and results of operations.
Our performance depends on the impact of economic conditions on levels of
consumer spending. Recently, the gaming industry has experienced decreasing
revenues due to the prolonged recession, high unemployment, and decreased
consumer spending and several casinos have cut back on the amount of
complimentary number of rooms and other travel and other complimentaries (also
known in the industry as "comps") and 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, the
recession, high unemployment, comps and other challenges currently affecting
the global economy, consumers are continuing to curb discretionary spending,
which is having an effect on the gaming industry which adversely affects our
business. An extended duration or deterioration in current economic conditions
could have a further material adverse impact on our financial condition and
results of operations.
Recent turmoil in the financial markets and the global recession has adversely
affected and may continue to adversely affect our industry, business and
ability to obtain financing.
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Recent global market and economic conditions have been unprecedented and
challenging with tighter credit conditions and recession in most major
economies continuing into 2011. Continued concerns about the systemic impact
of potential long-term and wide-spread recession, diminished consumer
confidence and the availability and cost of credit have contributed to
increased market volatility. As a result of these market conditions, the cost
and availability of credit has been and may continue to be adversely affected
by illiquid credit markets and wider credit spreads. Concern about the
stability of the markets generally and the strength of counterparties
specifically has led many lenders and institutional investors to reduce, and
in some cases, cease to provide credit to businesses and consumers. These
factors have lead to a decrease in spending by businesses and consumers alike,
and a corresponding decrease in global infrastructure spending. Continued
turbulence in the U.S. and international markets and economies and prolonged
declines in business consumer spending may adversely affect our liquidity and
financial condition, including our ability to refinance any maturing
liabilities and access the capital markets to meet liquidity needs. If the
conditions in the U.S. and world economic markets remain uncertain or continue
to be volatile, or if they deteriorate further, our business may be adversely
affected.
Casinos have been reducing their complimentaries.
In light of the recession and gamblers' decrease in discretionary income,
casinos have been reducing their comps in order to increase their gross
margins. Since we depend on such comps to pass on to our customer, our
business may be materially adversely affected if cannot require comps and/or
we fail to grow our business, including, but not limited to, acquiring
profitable Casino Rep Companies.
We are dependent on our management team.
We believe that our success will depend on the experience of William Forhan,
our Chief Executive Officer, Chief Financial Officer and Chairman, and Joseph
Fahoome, our President and Director. The loss of their services would have a
materially adverse effect on our business.
Local casinos and slot parlors could hurt our business.
We face intense competition. Over the past few years, many states have
permitted and continue to permit casino companies to build and operate slot
parlors and casino resorts in their states in order to provide employment,
tourist dollars and taxes. Many casino resorts and casino parlors have been
marketing their business to gamblers who frequent Las Vegas and/or Atlantic
City. Gamblers who wish to save time and money by frequenting local slot
parlors and casinos, especially in light of the current recession and decrease
in discretionary income, have been adversely affecting casino resorts in Las
Vegas and Atlantic City as well as other destinations. Therefore, competition
in our industry is high and intense and becoming more so. We do not know
when or if, such traditional destinations will return to their prior levels.
Our business and stock price could be adversely be affected by the
proliferation of local casinos and slot parlors.
We do not have any way of collecting commissions in certain instances.
A complimentary room policy is also available directly from the casino resort
since the casino's marketing department is constantly soliciting players to
visit their casino by offering free rooms as a motivation to play at the
casino where they stay instead of going to other casinos. The casinos are
trying to increase their database of players. The Casino Rep's commissions are
protected by the casino if the player was delivered by a Casino Rep and the
player has been to the casino in the past 12 months. Casino contracts are in
writing with all casinos outlining the casino qualifications to earn a free
room and commission paid to the Casino Rep Company. The Company does not have
any way of enforcing a casino contacting a Casino Rep's player
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before 12 months have elapsed, unless a player advises the Rep Company that
he/she was contacted. The casino does not pay a commission after the 12 month
period has passed. They are then considered the casino's customer unless the
Rep Company sends the player back to the casino before the player accepts a
casino invitation. Our inability to enforce a casino contacting a Casino Rep's
player before 12 months have elapsed, unless the player advises us that he was
contacted, could materially affect our business operations.
Cruise ships might limit our poker tournaments to only those players we bring
on board.
In April 2005, the Company operated one seven night cruise mini poker
tournament (the "Poker Cruise") on a cruise ship before the ship sailed the
Caribbean to the Mediterranean. The poker tournament was to be available to
all passengers on board. However, the cruise line changed its decision once
it departed and only let the Company's 10 poker passengers play, denying that
opportunity to the other 1,800 passengers. The Company did not have a legal
contract signed by the cruise company. We had detailed emails from their
corporate Director of Marketing confirming all passengers could play, but the
ships Chief Operating Officer ignored the emails and restricted passengers
playing. The financial results were disappointing because we had 12 staff
members on board and the tournament was limited to only the ten cruise players
we had brought. The Company had not operated any additional Poker Cruises.
The Company is in discussions with another cruise line to lease public space
and offer mini-tournaments to all cruise passengers; and the Company continues
negotiating with the original cruise company for future sailings. The Company
does not intend to use this cruise line without a written and enforceable
contract in place. If we are unable to obtain written contracts with cruise
ships in the future, we will not be able to enforce our agreed upon
arrangements with them and our business could suffer as a result of this.
Our limited operating history will make it difficult to evaluate an investment
in our common stock.
Casino Players, Inc. commenced operations in July 2005 which may make it
difficult for you to evaluate our business and prospects based on prior
performance. We have limited revenues, and our business model requires us to
secure working capital for marketing expenses. If our model fails, then we
will fail as a company. While we did purchase assets of our predecessor,
Casino Rated Players, Inc., that business had been dormant from March 2005 to
December 2005 because of lack of working capital to market the services.
Therefore, when we purchased these assets, we had to recommence the business
and attempt to raise necessary working capital to market our services. Unless
we raise sufficient funds, we won't be able to succeed in our business model.
We may not be able to retain managers and executives.
We cannot assure you that our systems, procedures and controls will be
adequate to support our operations as they expand. Presently, Mr. William
Forhan, our CEO, CFO and Chairman, and Mr. Joseph Fahoome, our President and a
Director, are the only members of our management team. We do not have any
other employees. If we succeed in raising capital, and if our managers
effectively utilize that capital and we grow quickly, such future growth could
impose significant added responsibilities on them, including the need to
identify, recruit and integrate new senior level managers and executives. We
cannot assure you that such additional management will be identified and
retained by us. If we are unable to manage our growth efficiently and
effectively or are unable to attract and retain additional qualified
management, then there could be a material adverse effect on our financial
condition and results of operations.
We face very strong competition from Casino Representatives (Casino Reps).
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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 (and their families) that do not have the financial clout to
request free or heavily discounted rooms at many casino destinations.
Therefore, we can give no assurance that we will ever be able to secure long-
term and profitable customer accounts.
We also face very strong competition from casinos.
Casinos are our strongest competition and large sums of money to advertise
their loyalty programs to past and potential 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.
A majority of our commissions will be from 14 of Harrah's casinos. The loss of
our relationship with Harrah's could have a material adverse effect on our
business operations.
Fourteen of our 35 licenses are with Harrah's casinos. If we were to lose our
licenses with Harrah's, we would seek similar license from competitive casinos
in the marketplaces desired. Our failure to get similar licenses with other
casinos could have a material adverse affect on our business operations.
Player referrals to casinos are currently our only revenue stream.
CRP derives revenues from casino referrals that are paid on the players
betting volume and or losses. The Company faces the risk that a player will
not play as much as is required to qualify for a commission, resulting in the
casino not paying CRP a commission. This could affect the relationship with
the casino and the company if it happened on a regular basis. Our business
model requires us to expend significant sums on marketing our web site in
order to attract new players to use our services. player referral to casinos
is the only way in which we create revenue. If we do not raise sufficient
working capital, then we won't be able to compete.
The commissions received from casinos are based upon the players' hours played
per day and amount of the average bet.
The casino will issue a report to us after the player departs, which outlines
the hours played, the amount of wins or losses, and the commission paid for
delivering the player to the casino. We rely on the casinos' reports and do
not have the ability to independently verify or challenge them. There are
times when players have advised us that they lost more than the casino
reported; however, we do not have recourse with the casinos.
The voting control by our directors and officers will make it unlikely for
other stockholders to effect change even if they are dissatisfied with
management's performance.
Mr. Forhan and Mr. Fahoome, our officers and directors, beneficially own
approximately 62.5% of Casino Players Inc's currently issued and outstanding
shares of common stock. Mr. Forhan and Mr. Fahoome as a practical matter,
will be able to prevent other stockholders from participating in decisions,
such as the election of directors, which affect our management and business
direction.
Our corporate structure has certain anti-takeover aspects.
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Under our Certificate of Incorporation, our Board of Directors has the
authority to issue shares of preferred stock in one or more series and to fix
the rights and preferences of the shares of any such series without
stockholder approval. Any series of preferred stock is likely to be senior to
the Common Stock with respect to dividends, liquidation rights and, possibly,
voting rights. In addition, since effective control of the Company is held by
William Forhan and Joseph Fahoome voting together, they can limit or prohibit
others from attempting to take over control of the Company and could have the
effect of discouraging unsolicited acquisition proposals and other attempts to
buy our company. Further, it could be more difficult for a third party to
acquire control of us, even if that change of control might be beneficial to
our shareholders.
There is currently no market for our stock, if one ever develops and
maintained and there may only be limited ways to transfer your shares.
There is currently no market for our stock. While it is our intent to solicit
registered market-maker to apply to FINRA to have our Common Stock quoted on
the Over-the-Counter Bulletin Board (OTCBB), we cannot assure you that we will
be successful in such application or, that if we are successful, that a market
for our common stock will ever develop or continue on the OTCBB. Purchasers of
shares of the Company's common stock will need to bear the economic risk of
the investment for an indefinite period of time.
We plan to use our stock to pay, to a large extent, for future acquisitions
and this would be dilutive to investors.
We plan to use additional stock to pay, to a large extent, for future
acquisitions, and believe that doing so will enable us to retain a greater
percentage of our operating capital to pay for operations and marketing. Price
and volume fluctuations in our stock might negatively impact our ability to
effectively use our stock to pay for acquisitions, or it could cause us to
offer stock as consideration for acquisitions on terms that are not favorable
to us and our shareholders. If we did resort to issuing stock in lieu of cash
for acquisitions under unfavorable circumstances, it would result in increased
dilution to investors.
We are required to implement additional finance and accounting systems,
procedures and controls in order to satisfy requirements under the securities
laws, including the Sarbanes-Oxley Act of 2002, which increase our costs and
divert management's time and attention.
We have established processes, controls and procedures that will allow our
management to report on, and our independent registered public accounting firm
to attest to, our internal control over financial reporting when required to
do so under Section 404 of the Sarbanes-Oxley Act of 2002. Additionally, we
periodically review the effectiveness of our internal controls and procedures
with a continuous improvement philosophy.
As a company with limited capital and human resources, we anticipate that more
of management's time and attention will be diverted from our business to
ensure compliance with these regulatory requirements than would be the case
with a company that has well established controls and procedures. This
diversion of management's time and attention may have a material adverse
effect on our business, financial condition and results of operations.
In the event we identify significant deficiencies or material weaknesses in
our internal control over financial reporting that we cannot remediate in a
timely manner, or if we are unable to receive a positive attestation from our
independent registered public accounting firm with respect to our internal
control over financial reporting when we are required to do so, investors and
others may lose confidence in the reliability of our financial statements. If
this occurs, the trading price of our common stock, if any, and ability to
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obtain any necessary equity or debt financing could suffer. In addition, in
the event that our independent registered public accounting firm is unable to
rely on our internal control over financial reporting in connection with its
audit of our financial statements, and in the further event that it is unable
to devise alternative procedures in order to satisfy itself as to the material
accuracy of our financial statements and related disclosures, we may be unable
to file our periodic reports with the SEC. This would likely have an adverse
affect on the trading price of our common stock, if any, and our ability to
secure any necessary additional financing, and could result in the delisting
of our common stock. In such event, the liquidity of our common stock would be
severely limited and the market price of our common stock would likely decline
significantly.
We are subject to the penny stock rules, which may adversely affect trading in
our common stock.
Currently our common stock is a "low-priced" security under the "penny stock"
rules promulgated under the Securities Exchange Act of 1934, as amended. In
accordance with these rules, broker-dealers participating in transactions in
low-priced securities must first deliver a risk disclosure document that
describes the risks associated with such stocks, the broker-dealers' duties in
selling the stock, the customer's rights and remedies and certain market and
other information. Furthermore, the broker-dealer must make a suitability
determination approving the customer for low-priced stock transactions based
on the customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the
customer, obtain specific written consent from the customer, and provide
monthly account statements to the customer. The effect of these restrictions
will probably decrease the willingness of broker-dealers to make a market in
our common stock, decrease liquidity of our common stock and increase
transaction costs for sales and purchases of our common stock as compared to
other securities. Our management is aware of the abuses that have occurred
historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent abuses normally associated with "low-priced"
securities from being established with respect to our securities.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties.
We do not own or lease any property. The Company currently uses 1,300 squares
feet office space. The offices are located at 700 W Hillsboro, Suite 104,
Deerfield Beach, FL, 33441. The lease expires 1/31/2014
Item 3. Legal Proceedings.
The Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result
in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
General
The authorized capital stock of the Company consists of 200 million shares of
Common Stock, with a par value of $0.0001 per share, of which approximately
30,456,700 shares are issued and outstanding and 20,000,000 shares of
Preferred Stock, with a par value of $0.0001 per share, none of which has been
issued or is outstanding.
The following description of the rights and preferences of the Company's
capital stock is merely a summary. Each prospective investor should refer to
the Company's Articles of Incorporation for a complete description of the
Company's capital stock as well as to the applicable statutes of the State of
Nevada for a more complete description concerning the rights and liabilities
of stockholders.
Common Stock
Holders of the Common Stock do not have preemptive rights to purchase
additional shares of Common Stock or other subscription rights. The Common
Stock carries no conversion rights and is not subject to redemption or to any
sinking fund provisions. Upon liquidation or dissolution of the Company,
whether voluntary or involuntary, holders of shares of Common Stock are to
share equally in the assets of the Company available for distribution to
stockholders. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's Articles
of Incorporation, on such terms and conditions and for such consideration as
the Board may deem appropriate without further stockholder action.
Each holder of Common Stock is entitled to one vote per share on all matters
on which such stockholders are entitled to vote. Since the shares of Common
Stock do not have cumulative voting rights, the holders of more than 50% of
the shares voting for the election of directors can elect all the directors if
they choose to do so and, in such event, the holders of the remaining shares
will not be able to elect any person to the Board of Directors.
Holders of the Company's Common Stock are entitled to dividends when, as, and
if declared by the Board of Directors out of funds legally available
therefore. The Company does not anticipate the declaration or payment of any
dividends in the foreseeable future.
The Company intends to retain earnings, if any, to finance the development and
expansion of its business. Future dividend policy will be subject to the
discretion of the Board of Directors and will be contingent upon future
earnings, if any, the Company's financial condition, capital requirements,
general business conditions, and other factors. Therefore, there can be no
assurance that any dividends of any kind will ever be paid.
Preferred Stock
The Preferred Stock has been authorized as "blank check" preferred stock with
such designations, rights, and preferences as may be determined from time to
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time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without stockholder approval (but subject to applicable government
regulatory restrictions), to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting
power or other rights of the holders of the Company's Common Stock.
The terms, preferences, limitations and relative rights of the Preferred Stock
are as follows:
(a) The Board of Directors is expressly authorized at any time and from time
to time to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited, but not to exceed one
vote per share, or without voting powers, and with such designations,
preferences and relative participating, optional or other special rights,
qualifications, limitations or restrictions, as shall be fixed and determined
in the resolution or resolutions providing for the issuance thereof adopted by
the Board of Directors, and as are not stated and expressed in these Articles
of Incorporation or any amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(i) the distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased (except
where otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by resolution by the Board of Directors;
(ii) the rate of dividends payable on shares of such series, the times of
payment, whether dividends shall be cumulative, the conditions upon which and
the date from which such dividends shall be cumulative;
(iii) whether shares of such series can be redeemed, the time or times when,
and the price or prices at which shares of such series shall be redeemable,
the redemption price, terms and conditions of redemption, and the sinking fund
provisions, if any, for the purchase or redemption of such shares;
(iv) the amount payable on shares of such series and the rights of holders of
such shares in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation;
(v) the rights, if any, of the holders of shares of such series to convert
such shares into, or exchange such shares for, shares of Common Stock or
shares of any other class or series of Preferred Stock and the terms and
conditions of such conversion or exchange; and
(vi) the rights, if any, of the holders of shares of such series to vote.
(b) Except in respect of the relative rights and preferences that may be
provided by the Board of Directors as hereinbefore provided, all shares of
Preferred Stock shall be of equal rank and shall be identical, and each share
of a series shall be identical in all respects with the other shares of the
same series.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
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Options
We do not have a stock option plan in place nor are there any outstanding
exercisable for shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into
shares of our common stock.
Market
There is currently no market for the Company's common stock. The Company
intends to solicit a registered broker/dealer to file an application with
FINRA to act as market maker for our common stock on the OTC Bulletin Board
(OTCBB).
Holders
As of the date of this filing, there are 67 record holders of the Company's
Common Stock.
Dividend Policy
All stockholders are entitled to share equally in dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available. In the event of liquidation, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment of all
liabilities. The stockholders do not have cumulative or preemptive rights.
The Company has not declared or paid any cash dividends on its common stock
and does not intend to declare or pay any cash dividend in the foreseeable
future. The payment of dividends, if any, is within the discretion of the
Board of Directors and will depend on the Company's earnings, if any, its
capital requirements and financial condition and such other factors as the
Board of Directors may consider.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
The Company sold an aggregate of 755,200 shares of common stock registered in
the Company's Registration Statement declared effective by the SEC on October
28, 2009 to an aggregate of 47 shareholders. The purchase price of the common
stock was $0.25 per share (an aggregate of $188,800). The Company used the
proceeds for working capital purposes.
The Company also issued an aggregate of 200,000 shares of common stock to one
consultant in consideration for $10,000 services rendered. The shares were
issued pursuant to the exemption from the registration requirements of the
Securities Act of 1933, as amended, afforded the Company under Section 4(2)
due to the fact that the issuance did not involve a public offering of
securities.
Issuer Purchases of Equity Securities
None
Item 6. Selected Financial Data
Not applicable.
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Item 7. Management's Discussion and Analysis or Plan of Operation.
Forward Looking Statements
Some of the information in this section contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You
should read statements that contain these words carefully because they:
* discuss our future expectations;
* contain projections of our future results of operations or of our
financial condition; and
* state other "forward-looking" information.
We believe it is important to communicate our expectations. However, there may
be events in the future that we are not able to accurately predict or over
which we have no control. Our actual results and the timing of certain events
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under
"Risk Factors," "Business" and elsewhere in this Annual Report. See "Risk
Factors."
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.
Going Concern
At December 31, 2010, we had $9,330 in cash on hand, an accumulated deficit of
$(1,174,985) and a stockholders' deficit of $(431,162). For the twelve months
ended December 31, 2010, we had revenues of $77,591 and a net loss of
$(337,101) , compared to $11,082 in revenues and a net loss of $(54,500) for
the fiscal year ended December 31, 2009. In our auditor's 2010 audit report,
they expressed their doubt as to our ability to continue as a going concern.
We do not currently have enough capital to fund our operations for the next 12
months. We estimate that we will need $500,000 to fund our operations for
the next 12 months. See "Liquidity and Capital Resources; Going Concern"
below.
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.
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 (and their families) that do not have the financial clout to
request free or heavily discounted rooms at many casino destinations.
Therefore, we can give no assurance that we will ever be able to secure long-
term and profitable customer accounts.
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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.
Evolving Industry Standards; Rapid Technological Changes
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.
Sufficiency of Cash Flows
Because current cash balances and projected cash generation from operations
are not sufficient to meet the Company's cash needs for working capital and
capital expenditures, management intends to seek additional equity or obtain
additional credit facilities. The sale of additional equity could result in
additional dilution to the Company's shareholders. A portion of the Company's
cash may be used to acquire or invest in complementary businesses or products
or to obtain the right to use complementary technologies. From time to time,
in the ordinary course of business, the Company evaluates potential
acquisitions of such businesses, products or technologies.
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.
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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 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.
Results of Operations
Fiscal Year Ended December 31, 2010 to Fiscal Year Ended December 31, 2009
Assets
At December 31, 2010, we had total assets of $20,867, compared to $5,261 at
December 31, 2009. Total assets at December 31, 2010 consisted of $9,330 in
cash on hand and $11,537 in property and equipment (net of $5,500 in
depreciation). Total assets at December 31, 2009 consisted of $117 in cash on
hand and $5,144 in property and equipment.
Liabilities
Our total liabilities were $442,030 at December 31, 2010, compared to $470,956
at December 31, 2009. The decrease from 2009 to 2010 was primarily due to a
decrease of $46,000 accrued compensation: $353,916 in 2010 and we had
$399,900 in accrued compensation in 2009.
Total Stockholders' Deficit
Our stockholders' deficit was $(431,162) at December 31, 2010, compared to
$(465,695) at December 31, 2009. The decrease from 2009 to additional paid in
capital: $740,576 in 2010 compared to $379,202 in 2009.
Revenues
Revenues for the year ending December 31, 2010 were $77,591, compared to
$11,082 for the year ended December 31, 2009. The increase was due to
additional 50 new customers. The Company had less than 100 customers in 2009
and approximately 150 gamblers in 2010.
Operating Expenses
Operating expenses for the fiscal year ended 2010 were $412,901 as compared to
$61,544 for the fiscal year ended December 31, 2009. The major components of
expenses are general and administrative expenses: Consultants fees 2010 were
$182,347 versus $855 in 2009; advertising in 2010 were $70,905 vs. zero in
2009; cost of sales in 2010 were $46,637 vs . zero in 2009;
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Net Losses
Net losses from operations for the year ended December 31, 2010 were
$(337,101), compared to $(54,500) for the fiscal year ended December 31, 2009.
The increase in losses in 2010 is due primarily to $223,000 professional fees
and $70,905 in advertising expenses
Liquidity and Capital Resources; Going Concern
At December 31, 2010, we had $9,330 in cash on hand, liabilities totaling
$452,030 an accumulated deficit of $(1,174,985) and a total stockholders'
deficit of $(431,162) In their 2010 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 $30,286 from the Company's officers and directors as of
December 31, 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, our Registration Statement on Form S-1 (the "Registration
Statement") was declared effective by the SEC. In the Registration Statement,
we registered 6,000,000 shares of common stock on behalf of the Selling
Stockholders named in the Registration Statement and 12,000,000 of common
stock to be sold by Company at a price of $0.25 per share. We will not
receive any funds from shares sold by the Selling Stockholders. We will only
receive funds from the common stock we sell. We will depend on generating
sufficient proceeds from the offering to fund our operations. To date, we have
sold 755,200 shares to 47 individuals pursuant to the Registration Statement.
In the event the Company is not successful in selling any shares of common
stock pursuant to the Registration Statement or in subsequent private or
public offerings, the Company's Chief Executive Officer, William G. Forhan,
has agreed to continue to fund the Company's operations until any such
financing can be consummated.
We expect the net proceeds from the sale of at least fifty (50%) percent of
the shares registered in the Registration Statement will sustain its
operations for a period of 12 months. There is no assurance that the net
proceeds will be received in time to meet our needs.
The following is a summary of the Registrant's cash flows from operating,
investing, and financing activities for the Fiscal Years ended December 31,
2008 and 2009:
<page>
<table>
<s> <c> <c>
December 31,
2010 2009
(Audited) (Audited)
Cash flows provided from (used by) operating activities: $(332,042) $1,846
Cash flows provided from financing activities: (9,895) 1,700
Net change in cash and cash equivalents: 4,212 (146)
Cash and cash equivalents, beginning of period: 117 263
Cash and cash equivalents, end of period 4,329 117
</table>
20
<page>
Deferred Compensation
Management is currently owed $353,916 as of December 31, 2010 to Mr. Forhan
and Mr. Fahoome. 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.
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.
21
<page>
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.
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
22
<page>
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
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
23
<page>
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.
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.
Off-Balance Sheet Arrangements
The Registrant does not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the Registrant's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources
that is material to investors.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
24
<page>
Item 8. Financial Statements.
MALCOLM L. POLLARD, Inc.
4845 W. LAKE ROAD, # 119
ERIE, PA 16505
(814)838-8258 FAX (814838-8452
Report of Independent Registered Public Accounting Firm
Board of Directors
Casino Players,Inc.
Deerfield, Florida
We have audited the accompanying balance sheets of Casino Players, Inc. as of
December 31, 2010, and December 31, 2009 and the related statements of
operations, changes in stockholders' deficiency, and cash flows for the years
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conduct our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
The Company has not generated significant revenues or profits to date. This
factor, among others, raises substantial doubt about its ability to continue
as a going concern. The Company's continuation as a going concern depends
upon its ability to generate sufficient cash flow to conduct its operations
and its ability to obtain additional sources of capital and financing. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at December 31,
2010 and December 31, 2009 and the results of its operations, changes in
stockholders' deficiency, and its cash flows for year then ended, in
conformity with U.S. generally accepted accounting standards.
Malcolm L. Pollard, Inc.
Erie, Pennsylvania
April 2, 2011
25
<page>
CASINO PLAYERS, INC.
BALANCE SHEETS
December 31, 2010 and 2009
<table>
<s> <c> <c>
ASSETS
2010 2009
--------------- ---------------
Current assets:
Cash and cash equivalents $9,330 $117
--------------- ---------------
Total current assets 9,330 117
Property and equipment, net of accumulated depreciation
of $9,000 and $5,500, respectively 11,537 5,144
--------------- ---------------
$20,867 $5,261
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $58,828 $41,031
Loans from shareholders 39,286 30,025
Accrued compensation 353,916 399,900
--------------- ---------------
Total current liabilities 452,030 470,956
--------------- ---------------
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, 32,465,300 and 30,456,700
shares issued and outstanding, respectively 3,247 3,046
Additional paid-in capital 740,576 379,202
Accumulated deficit (1,174,985) (847,943)
--------------- ---------------
Total stockholders' equity (deficit) (431,162) (465,695)
--------------- ---------------
Total liabilities and stockholders' equity (deficit) $20,868 $5,261
=============== ===============
</table>
See accompanying notes to these financial statements
26
<page>
CASINO PLAYERS, INC.
STATEMENTS OF OPERATIONS
For the years ended December 31, 2010 and 2009
<table>
<s> <c> <c>
2010 2009
--------------- ---------------
Sales and commissions earned $77,591 $11,082
Operating expenses 402,841 61,544
--------------- ---------------
Income (loss) from operations (325,250) (50,462)
Other income (expense)
Interest expense (1,791) (4,038)
--------------- ---------------
Net (loss) before provision for income taxes (327,041) (54,500)
Provision for income taxes - -
--------------- ---------------
Net (loss) $(327,041) $(54,500)
=============== ===============
Basic and diluted loss per common share $(0.01) -
=============== ===============
Weighted average common shares outstanding $31,656,043 29,543,407
=============== ===============
</table>
See accompanying notes to these financial statements
27
<page>
CASINO PLAYERS, INC
STATEMENTS OF STOCKHOLDERS EQUITY
For the years ended December 31, 2010 and 2009
<table>
<s> <c> <c> <c> <c> <c>
Common Stock Additional Accumulated
Shares Amount Paid -In Capital Deficit Total
--------------- --------------- --------------- --------------- ---------------
Balance January 1, 2008 29,300,000 $2,930 $340,118 $(758,594) $(415,546)
Stock issued to director 50,000 5 2,495 2,500
Net loss (34,851) (34,851)
--------------- --------------- --------------- --------------- ---------------
Balance January 1, 2009 29,350,000 $2,935 $342,613 $(793,445) $(447,897)
Stock issued for services 1,100,000 110 34,890 35,000
Stock issued for cash 6,800 1 1,699 1,700
Net loss (54,500) (54,500)
--------------- --------------- --------------- --------------- ---------------
Balance December 31, 2009 30,456,800 3,046 379,202 (847,945) (465,697)
Stock issued for services 1,260,000 126 189,874 190,000
Stock issued for cash 748,500 75 171,500 171,575
Net loss (327,041) (327,041)
--------------- --------------- --------------- --------------- ---------------
32,465,300 $3,247 $740,576 $(1,174,986) $(431,163)
=============== =============== =============== =============== ===============
</table>
See accompanying notes to these financial statements
28
<page>
CASINO PLAYERS, INC.
STATEMENTS OF CASH FLOWS
For the year ended December 31, 2010 and 2009
<table>
<s> <c> <c>
2010 2009
--------------- ---------------
Cash flows from operating activities:
Net income (loss) $(327,041) $(54,500)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 3,500 1,500
Stock issued for services 190,000 35,000
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses 17,797 9,350
Increase in due from shareholder 9,261 6,804
Increase in accrued compensation (45,984) -
--------------- ---------------
Cash flows used in operating activities (152,467) (1,846)
--------------- ---------------
Cash flows used in investing activities:
Purchase of fixed assets (9,895) -
--------------- ---------------
Cash flows provided from financing activities (9,895) -
--------------- ---------------
Cash flows provided from financing activities:
Proceeds from notes payable - -
Proceeds from sale of common stock 171,575 1,700
--------------- ---------------
Cash flows provided from financing activities 171,575 1,700
--------------- ---------------
Net change in cash and cash equivalents 9,213 (146)
Cash and cash equivalents, beginning of period 117 263
--------------- ---------------
Cash and cash equivalents, end of period $9,330 $117
=============== ===============
Supplemental disclosure:
Interest paid $1,791 $4,038
=============== ===============
Taxes paid $- $-
=============== ===============
</table>
See accompanying notes to these financial statements
29
<page>
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
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
The accompanying financial statements are prepared using the accrual basis of
accounting where revenues are recognized when earned and expenses are
recognized when incurred. This basis of accounting conforms to generally
accepted accounting principles.
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.
Revenue recognition
The Company derives its revenue from the commissions earned from travel
suppliers, casino resorts and on the direct sale of travel and gaming related
products. The Company has performance contacts with various casinos that,
based upon average play and wagering the Company receives an agreed upon
percentage of the casinos theoretical revenue. No commission is recognized as
revenue until confirmation of receipt of the commission
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents.
Fixed assets
Fixed assets are carried at cost. The company provides depreciation over the
estimated useful lives of fixed assets using the straight line method. Upon
retirement or sale of fixed assets, their net book value is removed from the
accounts and the difference between such net book value and proceeds received
is income or loss. Expenditures for maintenance and repairs are charged to
income while renewals and betterment's are capitalized.
Estimated useful lives are as follows:
Furniture 7 years
Office equipment 5 years
30
<page>
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
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 $1,174,985 since inception. The future of the
company is dependent on its ability to obtain funding from its ability to
raise capital from capital markets and private equity sources. 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.
31
<page>
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
NOTE 3: INCOME TAXES
The provisions for income taxes for the years ended December 31, 2010 and 2009
consisted of the following:
<table>
<s> <c> <c>
2010 2009
--------------- ---------------
Provisions for income taxes at statutory federal rate $0 $0
Valuation allowance - -
--------------- ---------------
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,
2010 was $900,000, expiring between 2011 and 2030. 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 2007.
32
<page>
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
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 1,260,000 shares as stock-based compensation during the
year ended December 31, 2010. The shares were valued at the fair value of the
shares at the date of issuance. A charge of $190,000 is included in the income
statement for the year ended December 31, 2010.
NOTE 5: ACCRUED COMPENSATION
The Company had employment contracts with its two key employees for salaries
of $7,000 per month. Since the Company did not have adequate operations to
pay the salaries, beginning October 1, 2005 the amounts were being accrued and
deferred until adequate operations are achieved. The contracts were canceled
on June 30, 2007. Accrued compensation at December 31, 2010 and 2009 amounted
to $353,916 and $399,900, respectively.
NOTE 6: 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 December 31, 2010 and 2009 amounted to
$39,286 and $30,025, respectively.
NOTE 7: STOCKHOLDERS EQUITY
The Company issued a total of 755,200 shares of its common stock for cash
during the year ended December 31, 2010.
NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB") issued an
Accounting Standards Update ("ASU") that is now part of the topic on
Consolidations dealing with the consolidation of variable interest entities.
The new requirements change how a reporting entity determines when an entity
that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated and requires a reporting entity to
provide additional disclosures about its involvement with variable interest
entities and any significant changes in risk exposure due to that involvement.
The new requirements became effective on January 1, 2010. Adoption did not
have a material effect on the Company's results of operations and cash flows
or financial position.
In October 2009, the FASB issued ASU, Multiple-Deliverable Revenue
Arrangements, to (i) provide guidance on whether multiple deliverables exist,
how the arrangement should be separated, and the consideration allocated; (ii)
require an allocation of revenue using estimated selling prices of
deliverables if a vendor does not have vendor-specific objective evidence or
third-party evidence of the selling price; and (iii) eliminate the residual
method. The update becomes effective on a prospective basis in fiscal years
beginning on or after June 15, 2010, with earlier application permitted. The
Company does not expect that adoption will have a material effect on its
results of operations and cash flows or financial position.
33
<page>
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
NOTE 9: RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In October 2009, the FASB issued an ASU, Certain Revenue Arrangements that
Include Software Elements, that amends existing requirements to exclude from
its scope tangible products that contain both software and non-software
components that function together to deliver a product's essential
functionality. The update becomes effective on a prospective basis in fiscal
years beginning on or after June 15, 2010, with earlier application permitted.
The Company does not expect that adoption will have a material effect on its
results of operations and cash flows or financial position.
In January 2010, the FASB issued an ASU, Improving Disclosures about Fair
Value Measurements, requiring additional disclosures on fair value
measurements. Disclosure requirements for transfers in and out of levels 1 and
2 of the hierarchy for fair value measurements, that became effective January
1, 2010, did not have a material effect on the Company's results of operations
or financial position. Disclosures about purchases, sales, issuance, and
settlements in a rollforward of activity for level 3 fair value measurements
are deferred until fiscal years beginning after December 15, 2010. The Company
does not expect that adoption will have a material effect on its results of
operations and cash flows or financial position.
In April 2010, the FASB issued an ASU, Revenue Recognition - Milestone Method,
to provide guidance on (i) defining a milestone, and (ii) determining when it
may be appropriate to apply the milestone method of revenue recognition for
research or development transactions. The guidance becomes effective on a
prospective basis for research and development milestones achieved in fiscal
years beginning on or after June 15, 2010, with early adoption and
retrospective application permitted. The Company does not expect that adoption
will have a material effect on its results of operations and cash flows or
financial position.
In July 2010, the FASB issued an ASU, Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses, to expand
disclosures for exposure to credit losses from lending arrangements, including
credit risks involved in financing receivables and allowances for credit
losses. Adoption did not have a material effect on the Company's results of
operations and cash flows or financial position.
In December 2010, the FASB issued an ASU, Disclosure of Supplementary Pro
Forma Information for Business Combinations, effective for business
combinations occurring after December 15, 2010, and an ASU, When to Perform
Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or
Negative Carrying Amounts, effective for fiscal years beginning after December
15, 2010. The Company does not expect that adoption will have a material
effect on its results of operations and cash flows or financial position.
34
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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this annual report, an evaluation was
carried out by the Registrant's management, with the participation of the
principal executive officer and the principal financial officer, of the
effectiveness of the Registrant's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 ("Exchange Act")) as of December 31, 2009. Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Commission's
rules and forms, and that such information is accumulated and communicated to
management, including the chief executive officer and the chief financial
officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Registrant's management concluded, as of the end
of the period covered by this report, that the Registrant's disclosure
controls and procedures were not effective in recording, processing,
summarizing, and reporting information required to be disclosed, within the
time periods specified in the Commission's rules and forms, and that such
information was not accumulated and communicated to management, including the
principal executive officer and the principal financial officer, to allow
timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
The management of the Registrant is responsible for establishing and
maintaining adequate internal control over financial reporting. The
Registrant's internal control over financial reporting is a process, under the
supervision of the principal executive officer and the principal financial
officer, designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Registrant's financial
statements for external purposes in accordance with United States generally
accepted accounting principles (GAAP). Internal control over financial
reporting includes those policies and procedures that:
* Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
Registrant's assets;
* Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being
made only in accordance with authorizations of management and the board of
directors; and
* Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Registrant's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.
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The Registrant's management conducted an assessment of the effectiveness of
our internal control over financial reporting as of December 31, 2009, based
on criteria established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis.
Since the assessment of the effectiveness of our internal control over
financial reporting did identify a material weakness, management considers its
internal control over financial reporting to be ineffective.
Management has concluded that our internal control over financial reporting
had the following deficiency:
* 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
our principal executive officer and principal financial/accounting officer.
While this control deficiency did not result in any audit adjustments to our
2008 or 2009 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 sufficient growth of our 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.
This annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management's report in this annual report.
Changes in Internal Controls over Financial Reporting
During the period ended December 31, 2010 there has been no change in
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect our internal control over financial
reporting.
Item 9B. Other Information
None
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PART III
Item 10. Directors, Executive Officer and Corporate Governance.
The following table sets forth the names, ages and titles of our executive
officers and members of our board of directors as of the date of this Annual
Report:
<table>
<s> <c> <c>
Name: Age: Position Held and Director Since:
William G. Forhan 66 Chief Executive Officer, Chief Financial Officer and
Chairman since Inception (July 20, 2005)
(Principal Executive Officer and Principal
Financial/Accounting Officer)
Joseph Fahoome 61 President and Director since Inception (July 20, 2005)
Robert Kuechenberg 62 Director since October 2007
</table>
Set forth below is certain information relating to the Company's directors and
executive officers.
All directors of the company serve one year terms and hold office until the
next annual meeting of stockholders and until their respective successors are
duly elected and qualified.
Members of the Board of Directors are elected for one year terms and until
their successors are duly elected and qualified. Executive officers are
appointed by the Board of Directors annually to serve for one year terms and
until their successors are duly elected and qualified.
Management's and Directors' Biographies
William G. Forhan has been serving as the Company's President since its
inception on July 20, 2005.
Since July 19, 2010 until January 11, 2011 Mr. Forhan was founder and CEO of
National Asset Recovery Corp an OTCBB company "REPO" a Repo Forwarding company
in the Repo industry
Since July 1, 2008, Mr. Forhan has been consulting services to Next
Interactive, Inc., an OTCBB company (OTCBB: NXOI) specializing in travel
services. His job was to help the company complete a reverse merger with an
OTCBB company and complete two acquisitions. The company was successful in
completing the reverse merger and both acquisitions in October 2008. Mr.
Forhan currently provides investor relations and SEC compliance services to
Next 1 Interactive, Inc.
From July 2002 until June 28, 2008, Mr. Forhan served as the Chief Executive
Officer and Co-Chairman of Invicta Group, Inc. (OTCBB: IVIT). Invicta Group,
Inc. is an Internet Media company that sells advertising online to travel
suppliers (hotels, tourist boards, tour operators and Cruise Lines) that offer
discounts to Invicta's travel enthusiast's email database of 20,000,000. The
company's 2007 net revenues were $75,000 and it had 5 full time employees; the
revenues for 2008 exceeded $300,000. Mr. Forhan's responsibility was to
oversee financials, preparation of 10-Q and 10-K and other legal documents.
Forhan is no longer involved in Invicta's business. He resigned on June 28,
2008.
Mr. Forhan acquired two travel agencies in February 2000, one specialized in
leisure travel (cruises, airline tickets, tours) and the second sent groups of
25- 100 passengers to Las Vegas and Biloxi Mississippi. Mr. Forhan closed both
companies in May 2002, due to the airlines canceling their commissions to
travel agents, and the group business was not profitable.
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From June 1999 until January 2000, Mr. Forhan served as President of
ByeByeNow.com, Inc., a South Florida-based Internet travel company.
ByeByeNow.com failed 12 months after Mr. Forhan left the company over a
dispute with the board of directors over whether to take this company public.
Byebyenow filed Chapter 7 Bankruptcy protection.
From June 1998 through January 2000, Mr. Forhan served as President of
Aviation Industries Corp. (OTCBB: AVIA), a publicly traded holding company
specializing in the travel industry.
From January 1994 to January 2000, he served as President and Chief Executive
Officer of Casino Airlink Inc, a tour operator operating one Boeing 727 jet
aircraft with junkets for clients (mostly retirees from Ft. Lauderdale,
Orlando and St. Petersburg, Florida) to Biloxi, Mississippi. The travel
package included two and three night tour packages: non-stop flight to Biloxi,
Mississippi, breakfast buffet daily, accommodations at four or five star
casino Resort, and one buffet lunch for an average price of $225 per person.
Casino Airlink was closed for 5 days after the 9/11/2001 terrorist attacks
(the airport was not accepting flights due to 911 uncertainty) and lost nearly
all future deposits for the next 45 days when customers cancelled reservations
and their payments were returned 100%. The company was forced to file Chapter
7 protection in January 2002 due to customers' fear of flying/terrorism and
ongoing expenses for aircraft, rooms and expenses. Mr. Forhan was not involved
with casino Airlink after his departure in January 2000.
Joseph Fahoome has been serving as the President of Casino Players, Inc. since
October 2005 and as the President and Director of Casino Rated Players since
August 2004. Since August 1, 2004, Mr. Fahoome served has been serving as the
President of casino Related Players, Inc., a wholly owned subsidiary of the
Casino Players, Inc.
From January 1980 to July 2004, he owned VIP Junkets in Detroit, which offered
qualified players free rooms in Las Vegas, Atlantic City and the Bahamas, and
tour and travel packages to over 15,000 individuals to gaming destinations.
VIP Junkets no longer exists and does not compete with Casino Players, Inc.
Mr. Fahoome brings his contacts from the Gaming Industry (Presidents, VP
casino Marketing, and Director player Development) to us, along with
relationships with customers and suppliers (casinos).
Robert Kuechenberg has been serving as a Director of Casino Players, Inc.
since September 2007. Bob is best known as a celebrity football player in
Miami, FL. He played for the Miami Dolphins for 16 years as offensive guard
and was an All Pro 7 times and played college football and graduated from
Notre Dame. Mr. Kuechenberg has been involved in several entrepreneur ventures
in a variety of businesses since retiring from professional football. Since
2002, he has been the owner of a Construction Consulting Company located in
Ft. Lauderdale, Florida. Bob has been a motivational speaker and radio talk
show host and guest.
Family Relationships amongst Directors and Officers:
There are no family relationships between the officers and directors.
Involvement in Certain Legal Proceedings
None of the executive officers or directors of the Company (i) has been
involved as a general partner or executive officer of any business which has
filed a bankruptcy petition; (ii) has been convicted in any criminal
proceeding nor is subject to any pending criminal proceeding; (iii) has been
38
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subject to any order, judgment or decree of any court permanently or
temporarily enjoying, barring, suspending or otherwise limiting his
involvement in any type of transaction in any type of business, securities or
banking activities; and (iv) has been found by a court, the Commission or the
Commodities Futures Trading Commission to have violated a federal or state or
commodities law.
Information Concerning Director Non- Executive Officer
The Company has one Director that is not an officer of the Company, Robert
Kuechenberg. Mr. Kuechenberg serves as an independent Director.
Significant Employees
We have no significant employees other than our executive officers.
Committees of the Board of Directors
Our audit and compensation committee presently consists of our directors. Our
board does not have governance, nominating, or executive committees or any
other committees.
Code of Ethics
We have not adopted a Code of Ethics that applies to our principal officer,
principal financial officer, or persons performing similar functions in that
our officers and directors serve in all the above capacities. As our business
and management team grows, we will adopt a Code of Ethics.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Registrant's directors and
officers, and persons who beneficially own more than 10% of a registered class
of the Registrant's equity securities, to file reports of beneficial ownership
and changes in beneficial ownership of the Registrant's securities with the
SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Registrant with copies of all
Section 16(a) forms they file.
To date, none of our officers, directors and principal stockholders have filed
the required forms under Section 16(a) of the Exchange Act therein reflecting
their beneficial ownership of the Registrant's shares due to the fact that the
there is no market for the Registrant's common stock. The officers, directors
and principal stockholders have not consummated any transactions with regards
to their ownership of the Registrant's common stock.
Item 11. Executive Compensation.
The following table sets forth information concerning the annual and long-term
compensation of our executive officers for 2009 and 2010. The listed
individuals shall be hereinafter referred to as the "Named Executive
Officers."
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<page>
SUMMARY COMPENSATION TABLE
<table>
<s>
Name and Fiscal Year Non-Equity Nonqualified
Principal Ended Stock Option Incentive Deferred All Other
Position Dec. 31, Salary ($) Bonus ($) Awards ($) Awards ($) Plan Comp. ($) Comp. ($) Comp. ($) Total ($)
William Forhan, CEO,
CFO and Chairman
(Principal Executive
and Financial and
Accounting Officer) 2010 $0(1) $0 $0 $0 $0 $0 $0 $0(1)
2009 $0(2) $0 $0 $0 $0 $0 $0 $0(2)
Joseph Fahoome,
President and Director 2010 $0(1) $0 $0 $0 $0 $0 $0 $0(1)
2009 $0(2) $0 $0 $0 $0 $0 $0 $0(2)
</table>
(1) $399,990 was accrued and unpaid at December 31, 2009.
(2) $353,916 was accrued and unpaid at December 31, 2010
Employment Agreements
William G. Forhan
Casino Players, Inc. has assumed the employment agreement, dated July 23,
2002, between Mr. Forhan and Casino Rated Players, Inc. The term of the
employment agreement was to expire on August 1, 2004 with automatic annual
renewals unless either Casino Rated Players, Inc. or the employee elects to
terminate the agreement at the end of the initial or any renewal term. The
Company has agreed to pay Mr. Forhan an annual base salary of $84,000 during
the term of his employment, payable semi-monthly. Mr. Forhan's base
compensation shall be reviewed each year during the term of his employment,
provided that the Company's performance criteria are achieved as set forth by
the Company each year.
The employment agreement provides for the following non-cash items: health
insurance, four weeks paid vacation, and six days paid personal time off and
six days paid sick time off per year. The employment agreement shall
automatically be terminated upon the disability or death of Mr. Forhan and for
cause, as defined in the employment agreement. Claims under the agreement are
to be resolved by arbitration before the American Arbitration Association.
Mr. Forhan has not received any salary payments. The Company has been
recording his salary as deferred compensation through and unpaid at December
31, 2010
Management stopped accruing wages on June 30, 2007, and Mr. Forhan will not
receive wages until the Company generates revenues to pay such wages. Forhan
has accrued wages of $178,000.
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Joseph Fahoome
Casino Players, Inc. has assumed the employment agreement, dated August 1,
2004, between Mr. Fahoome and Casino Rated Players, Inc. The initial term of
the employment agreement was to terminate on June 1, 2005, with automatic
annual renewals, unless either the Company or the employee elects to terminate
the agreement at the end of the initial or any renewal term. The Company has
agreed to pay Mr. Fahoome an annual base salary of $84,000 during the term of
his employment, payable semi-monthly. Mr. Fahoome's base compensation shall be
reviewed each year during the term of his employment, provided that the
Company's performance criteria are achieved as set forth by the Company each
year.
The employment agreement provides for the following non-cash items: health
insurance, four weeks paid vacation, and six days paid personal time off and
six days paid sick time off per year. The employment agreement shall
automatically be terminated upon the disability or death of Mr. Fahoome and
for cause, as defined in the employment agreement. Claims under the agreement
are to be resolved by arbitration before the American Arbitration Association.
Mr. Fahoome has not received any salary payments. The Company has been
recording his salary as deferred compensation through December 31, 2010.
$399,900 was accrued and unpaid at December 31, 2009. The accrued compensation
started in October 2005 for Joseph Fahoome and he is currently owed $177,916.
Management stopped accruing wages on June 30, 2007, and Mr. Fahoome will not
receive wages until the Company generates revenues to pay such wages.
Director Compensation
We do not currently pay any cash fees to our directors, but we pay directors'
expenses in attending board meetings. From the Company's inception to December
31, 2009, no director expenses were incurred.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth information concerning the beneficial ownership
of shares of our common stock with respect to stockholders who were known by
us to be beneficial owners of more than 5% of our common stock as of the date
of this Annual Report, and our officers and directors, individually and as a
group. Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to such shares of common stock.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with the SEC rules, shares of
our common stock which may be acquired upon exercise of stock options or
warrants which are currently exercisable or which become exercisable within 60
days of the date of the table are deemed beneficially owned by the optioned,
if applicable.
41
<page>
<table>
<s> <c> <c> <c>
Name of Beneficial Owner Address No. of Shares of Percentage of
Common Stock Owned Ownership (1)
William G. Forhan, c/o Casino Players, Inc. 12,000,000 39.4%
CEO, CFO and Chairman 700 W Hillsboro Blvd
Bldg 2, Suite 104
Deerfield, Florida 33441
Joseph Fahoome, c/o Casino Players, Inc. 8,000,000 26.3%
President and Director 700 W Hillsboro Blvd
Bldg 2, Suite 104
Deerfield, Florida 33441
Robert Kuechenberg c/o Casino Players, Inc. 50,000 *
Director 700 W Hillsboro Blvd
Bldg 2, Suite 104
Deerfield, Florida 33441
David Scott 6500 Collins Ave 2,000,000 6.6%
Miami Beach, Florida
Global Consulting INc. (2) 1281 N Ocean #154 2,200,000 7.2%
Singer Island FL. 33404
The Scott Law Firm, P.A. (3) 915 NW 1st Ave. 1,900,000 6.2%
Suite H907
Miami, Florida 33136
All Officers and Directors
as a Group (3 persons) -- 20,050,000 65.8%
*Represents less than 1%.
</table>
(1) Based on 32,465,300 shares of common stock issued and outstanding as of
the date of this Annual Report.
(2) Stephan Inezedy has ultimate power to vote and dispose of the shares of
Company stock held by Global Consulting, Inc.
(3) William S. Scott has ultimate power to vote and dispose of the shares
held by The Scott Law Firm, P.A., subject to certain liabilities of the Firm.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
The sale of the assets of Casino Rated Players, Inc. to the Company was
negotiated by Director David Scott of Invicta and by Mr. Fahoome and Mr.
Forhan on behalf of the Company. Mr. Forhan was also a Director and CEO of
Invicta during the negotiations and resigned as an Officer and Director June
28, 2008.
Invicta had not invested any money into CRP in 2005 and decided it did not
have the funds or interest to invest and grow the business. Therefore, they
were either going to close CRP or find a buyer. Invicta had an investment of
$46,082 in CRP and a liability of $43,000 for deferred compensation. The
shares of our common stock issued to purchase these assets are restricted,
were valued at $400 at in closing September 2005, but will have no practical
value until the Company can complete equity funding and thereafter implement
the business plan.
42
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See the Selling Stockholder Table and footnotes for a description of shares
issued for services and their consideration.
There have been no promoters involved with the Company.
The Company has received $39,286 from William Forhan, the Company's Chief
Executive Officer, Chief Financial Officer and Chairman, over the past three
years. The loans have been used for operating expenses. The loans are non-
interest bearing and are due on demand. To date, none of the notes have been
repaid.
Director Independence
One of our directors is deemed to be independent, Bob Kuechenberg. Mr. Forhan
and Mr. Fahoome are not deemed to be independent.
Item 14. Principal Accounting Fees and Services
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for our audit of
annual financial statements and review of financial statements included in our
quarterly reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those
fiscal years were:
Fiscal Year Ended
December 31, Auditor:
2010 $10,000 Malcolm Pollard, CPA
2009 $10,500 Larry O'Donnell, CPA
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance
and related services by the principal accountants that are reasonably related
to the performance of the audit or review of our financial statements and are
not reported in the preceding paragraph:
Fiscal Year Ended
December 31, Auditor:
2010 $12,500 Malcolm Pollard, CPA
2009 $12,500 Larry O'Donnell, CPA
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning were:
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Fiscal Year Ended
December 31, Auditor:
2010 $N/A Malcolm Pollard CPA
2009 N/A Larry O'Donnell, CPA
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported in paragraphs (1), (2), and (3) was:
Fiscal Year Ended
December 31, Auditor:
2010 $0 Malcolm Pollard CPA
2009 $0 Larry O'Donnell, CPA
PART IV
Item 15. Exhibits and Reports on Form 8-K
Exhibit Description
3.1 State of Nevada Corporate Charter, Casino Players, Inc. dated July 20,
2005 (incorporated by reference to Exhibit 3.1 to the Company's SB-2 filed on
October 27, 2006).
3.2 State of Nevada Certified Articles of Incorporation, Casino Players,
Inc. July 20, 2005 (incorporated by reference to Exhibit 3.2 to the Company's
SB-2 filed on October 27, 2006).
3.3 Corporate Bylaws, Casino Players, Inc. dated October 10, 2005
(incorporated by reference to Exhibit 3.3 to the Company's SB-2 filed on
October 27, 2006).
3.4 State of Nevada Corporate Charter, Casino Rated Players, Inc. dated July
13, 2004 (incorporated by reference to Exhibit 3.4 to the Company's SB-2 filed
on October 27, 2006).
3.5 State of Nevada Articles of Incorporation, Casino Rated Players, Inc.
dated July 13, 2004 (incorporated by reference to Exhibit 3.5 to the Company's
SB-2 filed on October 27, 2006).
4.1 Form of Specimen Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Amendment No. 4.1 to Form S-1 filed on April 9, 2009).
10.1 Employment Agreement, dated July 23, 2002, between Casino Rated Players,
Inc. and William Forhan (incorporated by reference to Exhibit 10.1 to the
Company's SB-2 filed on October 27, 2006).
10.1.1 Employment Agreement, dated August 1, 2004, between Casino Rated
Players, Inc. and Joseph Fahoome (incorporated by reference to Exhibit 10.11
to the Company's Amendment No. 4.1 to Form S-1 filed on April 9, 2009).
10.2 Gaming Licenses for William Forhan and Joseph Fahoome (incorporated by
reference to Exhibit 10.2 to the Company's SB-2 filed on October 27, 2006).
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10.3 Office Lease Agreement dated September 1, 2004 (incorporated by
reference to Exhibit 3.1 to the Company's SB-2 filed on October 27, 2006).
10.4 Purchase Agreement between Casino Players, Inc. and Invicta Group, Inc.
dated September 30, 2005 (incorporated by reference to Exhibit 10.4 to the
Company's SB-2 filed on October 27, 2006).
10.5 Consulting Agreement with Big Apple Consulting U.S.A., Inc.
(incorporated by reference to Exhibit 4. 1 to Amendment No. 3 to the Company's
SB-2 filed on October 29, 2007).
31.1 Certification of the Registrant's Principal Executive Officer and
Principal Financial Officer pursuant to 15d-15(e), under the Securities and
Exchange Act of 1934, as amended
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CASINO PLAYERS, INC.
By: /s/ William G. Forhan
William G. Forhan
Chief Executive Officer, Chief
Financial Officer and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
Date: April 11, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ William G. Forhan
William G. Forhan Chief Executive Officer, April 11, 2011
Chief Financial Officer and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
/s/ Joseph Fahoome
Joseph Fahoome President and Director April 11, 2011
/s/ Robert Kuechenberg
Robert Kuechenberg Director April 11, 2011
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