NFLPA 2011 Final LM-2 by robertinseattle

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U.S. Department of Labor          FORM LM-2 LABOR ORGANIZATION ANNUAL                                Form Approved
 Employment Standards                           REPORT                                           Office of Management
     Administration
                                  MUST BE USED BY LABOR ORGANIZATIONS WITH                             and Budget
     Office of Labor-
                                  $250,000 OR MORE IN TOTAL ANNUAL RECEIPTS                          No. 1245-0003
 Management Standards
                                   AND LABOR ORGANIZATIONS IN TRUSTEESHIP                        Expires: 10-31-2013
 Washington, DC 20210

This report is manadatory under P.L. 86-257, as amended. Failure to comply may result in criminal
prosecution, fines, or civil penalties as provided by 29 U.S.C. 439 or 440.
                    READ THE INSTRUCTIONS CAREFULLY BEFORE PREPARING THIS REPORT.

                                2. PERIOD COVERED 3. (a) AMENDED - Is this an amended report:            No
  For Official   1. FILE NUMBER
                                From    03/01/2011   (b) HARDSHIP - Filed under the hardship procedures: No
   Use Only           065-533
                                Through 03/11/2011   (c) TERMINAL - This is a terminal report:           Yes

4. AFFILIATION OR ORGANIZATION NAME
PROFESSIONAL ATHLETES, FED, AFL-CIO                           8. MAILING ADDRESS (Type or print in capital letters)
5. DESIGNATION (Local, Lodge, 6. DESIGNATION                  First Name               Last Name
etc.)                         NBR                             DEMAURICE                SMITH
FEDERATION                                                    P.O Box - Building and Room Number
7. UNIT NAME (if any)                                         6TH FLOOR
NFL PLAYERS ASSOCIATION                                       Number and Street
                                                              1133 20TH STREET, NW
                                                              City
 9. Are your organization's records kept at its mailing       WASHINGTON
                                                        Yes
 address?                                                     State                       ZIP Code + 4
                                                              DC                          20036



Each of the undersigned, duly authorized officers of the above labor organization, declares, under
penalty of perjury and other applicable penalties of law, that all of the information submitted in this
report (including information contained in any accompanying documents) has been examined by the
signatory and is, to the best of the undersigned individual's knowledge and belief, true, correct and
complete (See Section V on penalties in the instructions.)
26.                                                           27.
             Kevin Mawae                       PRESIDENT                 DeMaurice F Smith                TREASURER
SIGNED:                                                       SIGNED:
                           Contact                                                     Contact
Date:    Apr 08, 2011                     202-756-9100        Date:   Apr 08, 2011                    202-756-9100
                            Info:                                                       Info:
Form LM-2 (Revised 2010)
ITEMS 10 THROUGH 21                                                                                FILE NUMBER: 065-533
10. During the reporting period did the labor                   20. How many members did the labor
organization create or participate in the                       organization have at the end of the reporting           0
administration of a trust or a fund or                          period?
                                                       Yes
organization, as defined in the instructions,                   21. What ar the labor organization's rates of dues and
which provides benefits for members or                          fees?
beneficiaries?
                                                                                   Rates of Dues and Fees
11(a). During the reporting period did the labor                      Dues/Fees        Amount      Unit Minimum Maximum
organization have a political action committee         No
                                                                 (a) Regular
(PAC) fund?                                                                                  . per    .        .        .
                                                                 Dues/Fees
11(b). During the reporting period did the labor                 (b) Working
organization have a subsidiary organization as         Yes                                     per
                                                                 Dues/Fees
defined in Section X of these Instructions?
                                                                 (c) Initiation Fees           per
12. During the reporting period did the labor
                                                                 (d) Transfer Fees             per
organization have an audit or review of its
                                                       No        (e) Work Permits              per
books and records by an outside accountant
or by a parent body auditor/representative?
13. During the reporting period did the labor
organization discover any loss or shortage of
                                                       No
funds or other assets? (Answer "Yes" even if
there has been repayment or recovery.)
14. What is the maximum amount recoverable
under the labor organization's fidelity bond for
a loss caused by any officer, employee or            $500,000
agent of the labor organization who handled
union funds?
15. During the reporting period did the labor
organization acquire or dispose of any assets          No
in a manner other than purchase or sale?
16. Were any of the labor organization's
assets pledged as security or encumbered in            Yes
any way at the end of the reporting period?
17. Did the labor organization have any
contingent liabilities at the end of the reporting     Yes
period?
18. During the reporting period did the labor
organization have any changes in its
constitution or bylaws, other than rates of            Yes
dues and fees, or in practices/procedures
listed in the instructions?
19. What is the date of the labor
organization's next regular election of officers?
Form LM-2 (Revised 2010)
STATEMENT A - ASSETS AND LIABILITIES                                              FILE NUMBER: 065-533


                                                            Start of Reporting
                                                 Schedule                         End of Reporting Period
                                ASSETS                            Period
                                                  Number                                   (B)
                                                                    (A)
                  22. Cash                                        $142,363,097             $134,932,854
                  23. Accounts Receivable           1               $11,957,559             $12,777,857
   ASSETS         24. Loans Receivable              2                  $516,154                $514,220
                  25. U.S. Treasury Securities                      $28,371,302             $28,648,923
                  26. Investments                   5               $58,589,527             $57,980,867
                  27. Fixed Assets                  6               $55,099,047             $55,214,824
                  28. Other Assets                  7               $16,667,609             $16,712,768
                  29. TOTAL ASSETS                                $313,564,295             $306,782,313


                                                            Start of Reporting
                                                 Schedule                         End of Reporting Period
                               LIABILITIES                        Period
                                                  Number                                   (B)
                                                                    (A)
                  30. Accounts Payable              8                $10,565,862             $9,328,381
  LIABILITIES     31. Loans Payable                 9                          $0
                  32. Mortgages Payable                              $18,401,408            $18,267,055
                  33. Other Liabilities            10                $80,748,536            $80,830,484
                  34. TOTAL LIABILITIES                           $109,715,806             $108,425,920


                  35. NET ASSETS                                  $203,848,489             $198,356,393
Form LM-2 (Revised 2010)
STATEMENT B - RECEIPTS AND DISBURSEMENTS                                                            FILE NUMBER: 065-533


               CASH RECEIPTS                  SCH AMOUNT                CASH DISBURSEMENTS                 SCH AMOUNT
36. Dues and Agency Fees                                   $0   50. Representational Activities             15 $6,331,674
37. Per Capita Tax                                         $0   51. Political Activities and Lobbying       16         $0
38. Fees, Fines, Assessments, Work                              52. Contributions, Gifts, and Grants        17     $1,500
                                                           $0   53. General Overhead                        18 $2,619,564
Permits
39. Sale of Supplies                                       $0   54. Union Administration                    19   $227,376
40. Interest                                        $139,393    55. Benefits                                20    $39,420
                                                                56. Per Capita Tax                                     $0
41. Dividends                                              $0
                                                                57. Strike Benefits                                    $0
42. Rents                                           $105,777
43. Sale of Investments and Fixed                               58. Fees, Fines, Assessments, etc.                     $0
                                               3    $663,997
Assets                                                          59. Supplies for Resale                                $0
44. Loans Obtained                             9            60. Purchase of Investments and Fixed
                                                                                                            4    $710,645
45. Repayments of Loans Made                   2     $2,206 Assets
46. On Behalf of Affiliates for Transmittal                 61. Loans Made                                  2        $272
                                                         $0
to Them                                                     62. Repayment of Loans Obtained                 9
47. From Members for Disbursement on
                                                         $0 63. To Affiliates of Funds Collected on                  $195
Their Behalf                                                Their Behalf
48. Other Receipts                            14 $1,623,295 64. On Behalf of Individual Members                        $0
49. TOTAL RECEIPTS                                 $2,534,668 65. Direct Taxes                                    $34,265


                                                                66. Subtotal                                    $9,964,911
                                                                67. Withholding Taxes and Payroll
                                                                Deductions
                                                                 67a. Total Withheld            $180,104
                                                                 67b. Less Total
                                                                                                $180,104
                                                                Disbursed
                                                                 67c. Total Withheld But Not Disbursed
                                                                68. TOTAL DISBURSEMENTS                         $9,964,911
Form LM-2 (Revised 2010)
SCHEDULE 1 - ACCOUNTS RECEIVABLE AGING SCHEDULE                                              FILE NUMBER: 065-533

                                                                                  90-180                 Liquidated
                                                                 Total Account               180+ Days
                    Entity or Individual Name                                      Days                   Account
                                                                  Receivable                  Past Due
                                (A)                                              Past Due                Receivable
                                                                       (B)                      (D)
                                                                                    (C)                      (E)
Pepco                                                                  $6,860                   $6,860
CSC LLC                                                               $46,202                  $46,202
For Eyes                                                              $13,365                  $13,365
Humongous                                                             $58,295                  $58,295
Gracelyn                                                             $137,500                 $137,500
MVP Collection                                                        $67,500                  $67,500
Pro Specialties Group                                                 $21,433       $9,673
TC Digital Games                                                      $50,000      $42,500
Fundex Games                                                           $5,000       $5,000
Upper Deck                                                           $874,280     $213,896    $193,646
Totals from all other accounts receivable                         $11,497,422                       $0
TOTALS (Column (B) Total will be automatically entered in Item
                                                                 $12,777,857      $271,069    $523,368           $0
23, Column (B))
Form LM-2 (Revised 2010)
SCHEDULE 2 - LOANS RECEIVABLE                                                              FILE NUMBER: 065-533

List below loans to officers, employees, or members   Loans       Loans     Cash        Other Than       Loans
    which at any time during the reporting period   Outstanding    Made     (D)(1)        Cash         Outstanding
    exceeded $250 and list all loans to business         at       During                  (D)(2)            at
            enterprises regarless of amount.         Start of     Period                              End of Period
                           (A)                        Period        (C)                                    (E)
                                                        (B)
Name: FOCUS (TENANT)
Purpose: FINANCIAL ASSISTANCE
                                                         $11,451                                           $11,451
Security: NONE
Terms: 24 month amortization @ 8%
Name: SPERDUTO LAW FIRM, PLC (TENANT
Purpose: TENANT IMPROVEMENTS
                                                        $48,721                 $412                       $48,309
Security: NONE
Terms: 10 year amortization @ 8%
Name: I GORMAN (TENANT)
Purpose: FINANCIAL ASSISTANCE
                                                        $43,477               $1,794                       $41,683
Security: NONE
Terms: 36 month amortization @ 8%
Name: NFL COACHES ASSOCIATION
Purpose: FINANCIAL ASSISTANCE
                                                       $412,505      $272                                 $412,777
Security: NONE
Terms: ON DEMAND
Total of loans not listed above
Total of all lines                                     $516,154      $272      $2,206            $0       $514,220
                                                     Item 24     Item 61    Item 45       Item 69       Item 24
Totals will be automatically entered in...          Column (A)                              with       Column (B)
                                                                                        Explanation
Form LM-2 (Revised 2010)
SCHEDULE 3 - SALE OF INVESTMENTS AND FIXED ASSETS                                                 FILE NUMBER: 065-533

 Description (if land or buildings give location)      Cost          Book Value   Gross Sales Price Amount Received
                       (A)                              (B)             (C)              (D)              (E)
OTHER SECURITIES                                      $1,227,800       $1,240,104        $1,257,261     $1,257,261
U.S. TREASURIES                                         $123,678         $125,506          $125,506        $125,506
Total of all lines                                    $1,351,478       $1,365,610        $1,382,767     $1,382,767
                                                                                       14. Less
                                                                                                             $718,770
                                                                                       Reinvestments
                               (Net Sales total will automatically entered in Item 43) 15. Net Sales         $663,997
Form LM-2 (Revised 2010)
SCHEDULE 4 - PURCHASE OF INVESTMENTS AND FIXED ASSETS                                            FILE NUMBER: 065-533


          Description (if land or buildings, give location)            Cost            Book Value         Cash Paid
                                 (A)                                    (B)               (C)                (D)
BUILDING AND IMPROVEMENTS                                                $115,777           $115,777          $115,777
U.S. TREASURY SECURITIES                                                 $401,299           $401,299          $401,299
OTHER SECURITIES                                                         $912,339           $912,339          $912,339
Total of all lines                                                     $1,429,415         $1,429,415        $1,429,415
                                                                                      14. Less
                                                                                                             $718,770
                                                                                      Reinvestments
                          (Net Purchases total will automatically entered in Item 60) 15. Net Purchases      $710,645
Form LM-2 (Revised 2010)
SCHEDULE 5 - INVESTMENTS                                                                       FILE NUMBER: 065-533


                                           Description                                                Amount
                                              (A)                                                      (B)
                                     Marketable Securities
1. Total Cost                                                                                           $33,395,583
2. Total Book Value                                                                                     $33,395,583
3. List each marketable security which has a book value over $5000 and exceeds 5% of Line 2.

                                      Other Investments
4. Total Cost                                                                                           $24,878,483
5. Total Book Value                                                                                     $24,585,284
6. List each other investment which has a book value over $5,000 and exceeds 5% of Line 5.
Also, list each subsidiary for which separate reports are attached.
      AFL-CIO HOUSING INVESTMENT TRUST                                                                  $24,096,859
7. Total of Lines 2 and 5 (Total will be automatically entered in Item 26, Column(B))                   $57,980,867
Form LM-2 (Revised 2010)
SCHEDULE 6 - FIXED ASSETS                                                                  FILE NUMBER: 065-533


                                                                      Total
                                                  Cost or Other   Depreciation or
                   Description                                                      Book Value       Value
                                                     Basis           Amount
                      (A)                                                              (D)            (E)
                                                       (B)          Expensed
                                                                       (C)
1. 1133 20TH STREET NW, WASHINGTON DC               $13,497,835                      $13,497,835    $13,497,835
3. 1133 20TH STREET NW, WASHINGTON DC               $47,543,345       $8,960,685     $38,582,660    $38,582,660
5. Automobiles and Other Vehicles
6. Office Furniture and Equipment                    $2,746,284       $1,543,205      $1,203,079     $1,203,079
7. Other Fixed Assets                                $5,514,423       $3,583,173      $1,931,250     $1,931,250
8. Totals of Lines 1 through 7 (Column(D)
Total will be automatically entered in Item 27,     $69,301,887      $14,087,063     $55,214,824    $55,214,824
Column(B))
Form LM-2 (Revised 2010)
SCHEDULE 7 - OTHER ASSETS                                                        FILE NUMBER: 065-533

                                            Description                                Book Value
                                               (A)                                        (B)
PREPAID MEETING EXPENSE                                                                    $1,006,592
PREPAID INSURANCE                                                                            $396,179
OTHER PREPAID EXPENSES                                                                       $343,859
INVENTORY MERCHANDISE                                                                         $75,908
DEFERRED INCOME TAXES                                                                      $4,407,961
SECURITY DEPOSITS                                                                            $148,861
ORGANIZATIONAL FEES                                                                            $6,644
DEFERRED COMPENSATION                                                                      $1,692,611
LEASEHOLD IMPROVEMENTS                                                                       $744,691
CAPITALIZED INTEREST                                                                          $94,877
PREPAID RENT                                                                                 $506,911
DUE FROM BROKER FOR SECURITIES SOLD                                                           $17,614
GRANTOR TRUST                                                                              $1,791,882
PREPAID TAXES                                                                              $5,478,178
Total Other Assets (Total will be automatically entered in Item 28, Column(B))           $16,712,768
Form LM-2 (Revised 2010)
SCHEDULE 8 - ACCOUNTS PAYABLE AGING SCHEDULE                                     FILE NUMBER: 065-533

                                                  Total Account 90-180 Days 180+ Days Past   Liquidated
               Entity or Individual Name
                                                    Payable      Past Due        Due          Account
                           (A)
                                                        (B)         (C)           (D)            (E)
Total from all other accounts payable                $9,328,381           $0            $0            $0
Total Accounts Payable (Column(B) Total will be
                                                    $9,328,381           $0            $0            $0
automatically entered in Item 30, Column(D))
Form LM-2 (Revised 2010)
SCHEDULE 9 - LOANS PAYABLE                                                                  FILE NUMBER: 065-533

                                                      Loans          Repayment       Repayment
Source of Loans Payable at Any Loans Owed at                                                        Loans Owed at
                                                     Obtained       During Period   During Period
Time During the Reporting Period Start of Period                                                     End of Period
                                                   During Period        Cash       Other Than Cash
               (A)                     (B)                                                                (E)
                                                        (C)             (D)(1)           (D)(1)
Total Loans Payable                             $0             $0               $0               $0              $0
Totals will be automatically        Item 31          Item 44          Item 62           Item 69        Item 31
entered in...                      Column (C)                                      with Explanation   Column (D)
Form LM-2 (Revised 2010)
SCHEDULE 10 - OTHER LIABILITIES                                                       FILE NUMBER: 065-533

                                                                                         Amount at End of
                                           Description
                                                                                             Period
                                              (A)
                                                                                              (B)
ROYALTIES DUE PLAYERS                                                                          $30,110,854
DUE TO PLAYERS- DUES LOCKOUT FUND                                                              $45,544,639
ACCRUED DUES REBATE PAYABLE                                                                        $631,311
DEFERRED COMPENSATION                                                                            $3,484,493
DEFERRED RENT/SECURITY DEPOSITS                                                                    $114,647
ACCRUED PENSION LIABILITY                                                                          $144,278
INCOME TAX PAYABLE                                                                                 $435,090
MINORITY INTEREST                                                                                  $365,172
Total Other Liabilities (Total will be automatically entered in Item 33, Column(D))            $80,830,484
Form LM-2 (Revised 2010)
SCHEDULE 11 - ALL OFFICERS AND DISBURSEMENTS TO OFFICERS                             FILE NUMBER: 065-533


                                            (D)         (E)          (F)            (G)            (H)
                                       Gross Salary Allowances Disbursements       Other          TOTAL
     (A)         (B)          (C)
                                      Disbursements Disbursed    for Official Disbursements
    Name        Title       Status
                                        (before any               Business    not reported in
                                       deductions)                              (D) thru (F)
A DEMAURICE SMITH
B EXECUTIVE DIRECTOR                        $55,385                    $2,960                       $58,345
CC
                            Schedule 16
  Schedule 15                                                      Schedule 18
                        100 Political          Schedule 17                             Schedule 19
I Representational                                                 General
                         % Activities and      Contributions                           Administration
  Activities                                                       Overhead
                            Lobbying
A KEVIN MAWAE
B PRESIDENT                                                              $560                            $560
CC
                            Schedule 16
  Schedule 15                                                      Schedule 18
                        100 Political          Schedule 17                             Schedule 19
I Representational                                                 General
                         % Activities and      Contributions                           Administration
  Activities                                                       Overhead
                            Lobbying
A CHARLIE BATCH
B VICE PRESIDENT                                                       $1,380           $4,500          $5,880
CC
                            Schedule 16
  Schedule 15                                                      Schedule 18
                        100 Political          Schedule 17                             Schedule 19
I Representational                                                 General
                         % Activities and      Contributions                           Administration
  Activities                                                       Overhead
                            Lobbying
A DREW    BREES
B VICE PRESIDENT                                                         $740        $167,500      $168,240
CC
                            Schedule 16
  Schedule 15                                                      Schedule 18
                        100 Political          Schedule 17                             Schedule 19
I Representational                                                 General
                         % Activities and      Contributions                           Administration
  Activities                                                       Overhead
                            Lobbying
A BRIAN DAWKINS
B VICE PRESIDENT                                                         $740                            $740
CC
                            Schedule 16
  Schedule 15                                                      Schedule 18
                        100 Political          Schedule 17                             Schedule 19
I Representational                                                 General
                         % Activities and      Contributions                           Administration
  Activities                                                       Overhead
                            Lobbying
A DOMONIQUE FOXWORTH
B VICE PRESIDENT                                                         $550                            $550
CC
                            Schedule 16
  Schedule 15                                                      Schedule 18
                        100 Political          Schedule 17                             Schedule 19
I Representational                                                 General
                         % Activities and      Contributions                           Administration
  Activities                                                       Overhead
                            Lobbying
A SCOTT FUJITA
B VICE PRESIDENT                                                         $740                            $740
CC
                                             (D)         (E)          (F)            (G)            (H)
                                        Gross Salary Allowances Disbursements       Other          TOTAL
     (A)         (B)            (C)
                                       Disbursements Disbursed    for Official Disbursements
    Name        Title         Status
                                         (before any               Business    not reported in
                                        deductions)                              (D) thru (F)
                            Schedule 16
  Schedule 15                                                        Schedule 18
                        100 Political           Schedule 17                             Schedule 19
I Representational                                                   General
                         % Activities and       Contributions                           Administration
  Activities                                                         Overhead
                            Lobbying
A SEAN MOREY
B VICE PRESIDENT                                                        $1,470                           $1,470
CC
                            Schedule 16
  Schedule 15                                                        Schedule 18
                        100 Political           Schedule 17                             Schedule 19
I Representational                                                   General
                         % Activities and       Contributions                           Administration
  Activities                                                         Overhead
                            Lobbying
A TONY RICHARDSON
B VICE PRESIDENT                                                        $1,380                           $1,380
CC
                            Schedule 16
  Schedule 15                                                        Schedule 18
                        100 Political           Schedule 17                             Schedule 19
I Representational                                                   General
                         % Activities and       Contributions                           Administration
  Activities                                                         Overhead
                            Lobbying
A JEFF SATURDAY
B VICE PRESIDENT                                                        $1,480                           $1,480
CC
                            Schedule 16
  Schedule 15                                                        Schedule 18
                        100 Political           Schedule 17                             Schedule 19
I Representational                                                   General
                         % Activities and       Contributions                           Administration
  Activities                                                         Overhead
                            Lobbying
A MIKE VRABEL
B VICE PRESIDENT                                                          $750                            $750
CC
                            Schedule 16
  Schedule 15                                                        Schedule 18
                        100 Political           Schedule 17                             Schedule 19
I Representational                                                   General
                         % Activities and       Contributions                           Administration
  Activities                                                         Overhead
                            Lobbying
A BRIAN WATERS
B VICE PRESIDENT                                                         $1,110                          $1,110
CC
                            Schedule 16
  Schedule 15                                                        Schedule 18
                        100 Political           Schedule 17                             Schedule 19
I Representational                                                   General
                         % Activities and       Contributions                           Administration
  Activities                                                         Overhead
                            Lobbying

Total Officer Disbursements                 $55,385             $0   $13,860          $172,000      $241,245
Less Deductions                                                                                      $24,289
Net Disbursements                                                                                   $216,956
Form LM-2 (Revised 2010)
SCHEDULE 12 - DISBURSEMENTS TO EMPLOYEES                                              FILE NUMBER: 065-533


                                          (D)          (E)          (F)            (G)                (H)
                                      Gross Salary Allowances Disbursements       Other              TOTAL
     (A)        (B)          (C)
                                     Disbursements Disbursed    for Official Disbursements
    Name        Title    Other Payer
                                      (before any                Business    not reported in
                                      deductions)                              (D) thru (F)
A CLARK GAINES
B ASST EXECUTIVE DIRECTOR                   $16,558              $500      $2,298             $0       $19,356
C NONE
                            Schedule 16
  Schedule 15                                                          Schedule 18
                        100 Political            Schedule 17                              Schedule 19
I Representational                          0%                     0 % General       0%                    0%
                         % Activities and        Contributions                            Administration
  Activities                                                           Overhead
                            Lobbying
A HEATHER MCPHEE
B ASSOCIATE GENERAL COUNSEL                 $11,538              $400          $0             $0       $11,938
C NONE
                            Schedule 16
  Schedule 15                                                          Schedule 18
                        100 Political            Schedule 17                              Schedule 19
I Representational                          0%                     0 % General       0%                    0%
                         % Activities and        Contributions                            Administration
  Activities                                                           Overhead
                            Lobbying
A IRA FISHMAN
B MANAGING DIRECTOR                         $23,077                $0          $0             $0       $23,077
C NONE
                            Schedule 16
  Schedule 15                                                          Schedule 18
                        100 Political            Schedule 17                              Schedule 19
I Representational                          0%                     0 % General       0%                    0%
                         % Activities and        Contributions                            Administration
  Activities                                                           Overhead
                            Lobbying
A RICHARD BERTHELSEN
B GENERAL COUNSEL                           $28,846              $500      $3,296             $0       $32,642
C NONE
                            Schedule 16
  Schedule 15                                                          Schedule 18
                        100 Political          Schedule 17                                Schedule 19
I Representational                          0%                     0 % General       0%                    0%
                         % Activities and      Contributions                              Administration
  Activities                                                           Overhead
                            Lobbying
A THOMAS DEPASO
B ASSOCIATE GENERAL COUNSEL                 $16,356              $500        $177             $0       $17,033
C NONE
                            Schedule 16
  Schedule 15                                                          Schedule 18
                        100 Political            Schedule 17                              Schedule 19
I Representational                          0%                     0 % General       0%                    0%
                         % Activities and        Contributions                            Administration
  Activities                                                           Overhead
                            Lobbying
A TIM ENGLISH
B STAFF COUNSEL                             $13,401              $400          $0             $0       $13,801
C NONE
                            Schedule 16
  Schedule 15                                                          Schedule 18
                        100 Political            Schedule 17                              Schedule 19
I Representational                          0%                     0 % General       0%                    0%
                         % Activities and        Contributions                            Administration
  Activities                                                           Overhead
                            Lobbying
A AHMAD NASSAR
B ASSOCIATE GENERAL COUNSEL                 $10,385              $400          $0             $0       $10,785
C NONE
                                           (D)          (E)          (F)            (G)                      (H)
                                       Gross Salary Allowances Disbursements       Other                    TOTAL
      (A)        (B)          (C)
                                      Disbursements Disbursed    for Official Disbursements
     Name        Title    Other Payer
                                       (before any                Business    not reported in
                                       deductions)                              (D) thru (F)
                            Schedule 16
  Schedule 15                                                             Schedule 18
                            Political             Schedule 17                                100 Schedule 19
I Representational       0%                    0%                     0 % General                                 0%
                            Activities and        Contributions                               % Administration
  Activities                                                              Overhead
                            Lobbying
A KEITH GORDON
B PRESIDENT, NFL PLAYERS                         $8,654             $500        $5,711                        $14,865
C NONE
                             Schedule 16
  Schedule 15                                                               Schedule 18
                             Political              Schedule 17                              100 Schedule 19
I Representational                                                          General
                             Activities and         Contributions                             % Administration
  Activities                                                                Overhead
                             Lobbying
A MICHELE YARAS-DAVIS
B DIRECTOR, BENEFITS                             $9,818             $400         $725                         $10,943
C NONE
                             Schedule 16
  Schedule 15                                                               Schedule 18
                         100 Political              Schedule 17                                  Schedule 19
I Representational                                                          General
                          % Activities and          Contributions                                Administration
  Activities                                                                Overhead
                             Lobbying

TOTALS RECEIVED BY EMPLOYEES
                                                $302,317        $8,150         $27,025                      $337,492
MAKING LESS THAN $10000
   Schedule 15               Schedule 16                                       Schedule 18
                          50                                Schedule 17                         25 Schedule 19 25
 I Representational          Political Activities and                          General
                          %                                 Contributions                       % Administration %
   Activities                Lobbying                                          Overhead
Total Employee Disbursements                  $440,950      $11,750         $39,232                  $0      $491,932
Less Deductions                                                                                              $155,815
Net Disbursements                                                                                            $336,117
Form LM-2 (Revised 2010)
SCHEDULE 13 - MEMBERSHIP STATUS                                                     FILE NUMBER: 065-533

                      Category of Membership                               Number       Voting Eligibility
                                (A)                                          (B)              (C)
Members                                                                             0
Agency Fee Payers*
Total Members/Fee Payers                                                            0
*Agency Fee Payers are not considered members of the labor organization.
Form LM-2 (Revised 2010)
DETAILED SUMMARY PAGE - SCHEDULES 14 THROUGH 19                               FILE NUMBER: 065-533

           SCHEDULE 14 OTHER RECEIPTS               SCHEDULE 17 CONTRIBUTIONS, GIFTS & GRANTS
1. Named Payer Itemized Receipts     $1,584,583    1. Named Payee Itemized Disbursements         $0
2. Named Payer Non-itemized Receipts         $0    2. Named Payee Non-itemized Disbursements     $0
3. All Other Receipts                   $38,712    3. To Officers                                $0
4. Total Receipts                    $1,623,295    4. To Employees                               $0
                                                   5. All Other Disbursements                $1,500
                                                   6. Total Disbursements                    $1,500

   SCHEDULE 15 REPRESENTATIONAL ACTIVITIES                  SCHEDULE 18 GENERAL OVERHEAD
1. Named Payee Itemized Disbursements $5,760,935   1. Named Payee Itemized Disbursements $2,217,076
2. Named Payee Non-itemized                        2. Named Payee Non-itemized
                                          $5,400                                           $126,069
Disbursements                                      Disbursements
3. To Officers                          $241,245   3. To Officers                                $0
4. To Employees                         $297,536   4. To Employees                         $110,023
5. All Other Disbursements               $26,558   5. All Other Disbursements              $166,396
6. Total Disbursements                $6,331,674   6. Total Disbursements                $2,619,564
       SCHEDULE 16 POLITICAL ACTIVITIES AND                SCHEDULE 19 UNION ADMINISTRATION
                       LOBBYING                    1. Named Payee Itemized Disbursements $123,131
1. Named Payee Itemized Disbursements         $0   2. Named Payee Non-itemized
                                                                                           $5,342
2. Named Payee Non-itemized Disbursements     $0   Disbursements
3. To Officers                                $0   3. To Officers                              $0
4. To Employees                               $0   4. To Employees                        $84,373
5. All Other Disbursements                         5. All Other Disbursements             $14,530
6. Total Disbursement                         $0   6. Total Disbursements                $227,376
Form LM-2 (Revised 2010)
SCHEDULE 14 - OTHER RECEIPTS                                                  FILE NUMBER: 065-533


       Name and Address
               (A)
BREWER SPORTS
INTERNATIONAL                                   Purpose             Date              Amount
787 7TH AVE                                       (C)                (D)               (E)
48TH FLOOR                     NFL PLAYERS LIVE SPONSORSHIP      03/09/2011                $10,000
NEW YORK                       Total Itemized Transactions                                 $10,000
NY                             Total Non-Itemized Transactions                                  $0
10019
                               Total of All Transactions                                   $10,000
      Type or Classification
               (B)
SPORTS MARKETING
       Name and Address
              (A)
NIKE INC AND AFFILIATES                        Purpose              Date              Amount
                                                 (C)                 (D)               (E)
ONE BOWERMAN DRIVE             SPONSORSHIP                       03/03/2011              $230,000
BEAVERTON
OR                             Total Itemized Transactions                               $230,000
97005                          Total Non-Itemized Transactions                                 $0
      Type or Classification   Total of All Transactions                                 $230,000
               (B)
SPONSOR
       Name and Address
             (A)
PANINI AMERICA INC.                             Purpose             Date              Amount
                                                  (C)                (D)               (E)
2300 E. RANDOL MILL RD.        PLAYER MARKETING                  03/10/2011               $344,583
ARLINGTON                      ROYALTIES                         03/11/2011             $1,000,000
TX                             Total Itemized Transactions                              $1,344,583
76011                          Total Non-Itemized Transactions                                  $0
      Type or Classification   Total of All Transactions                                $1,344,583
               (B)
LICENSEE
Form LM-2 (Revised 2010)
SCHEDULE 15 - REPRESENTATIONAL ACTIVITIES                                     FILE NUMBER: 065-533


      Name and Address
            (A)
BUCK CONSULTANTS                                Purpose             Date             Amount
                                                  (C)                (D)              (E)
DEPT CH 14061                  CONSULTING SERVICES               03/01/2011               $29,610
PALATINE
IL                             Total Itemized Transactions                                $29,610
60055                          Total Non-Itemized Transactions                                 $0
      Type or Classification   Total of All Transactions                                  $29,610
               (B)
CONSULTANTS

     Name and Address
           (A)
DEWEY & LEBOEUF                                Purpose              Date             Amount
                                                 (C)                 (D)              (E)
PO BOX 416200                  CBA MATTERS                       03/01/2011             $104,325
BOSTON
MA                             Total Itemized Transactions                              $104,325
02241                          Total Non-Itemized Transactions                                $0
      Type or Classification   Total of All Transactions                                $104,325
               (B)
ATTORNEYS AT LAW

      Name and Address
            (A)
DR. THOM MAYER                                  Purpose             Date             Amount
                                                  (C)                (D)              (E)
10112 FOREST BROOK LANE        CONSULTING SERVICES               03/07/2011               $30,000
GREAT FALLS
VA                             Total Itemized Transactions                                $30,000
22066                          Total Non-Itemized Transactions                                 $0
      Type or Classification   Total of All Transactions                                  $30,000
               (B)
PHYSICIAN

     Name and Address
           (A)
GARVEY MCNEIL & ASSOCIATES
S.C                                            Purpose              Date             Amount
                                                 (C)                 (D)              (E)
ONE ODANA COURT                CBA MATTERS                       03/07/2011               $10,000
MADISON                        Total Itemized Transactions                                $10,000
WI                             Total Non-Itemized Transactions                                 $0
53719
                               Total of All Transactions                                  $10,000
      Type or Classification
               (B)
ATTORNEYS AT LAW

      Name and Address                          Purpose            Date              Amount
            (A)                                   (C)               (D)               (E)
NATIONAL FOOTBALL LEAGUE       Total Itemized Transactions                             $1,500,000
PLAYERS BENEFITS TRUST         Total Non-Itemized Transactions
                               Total of All Transactions                               $1,500,000
1850 K STREET NW
WASHINGTON                                      Purpose             Date      Amount
DC                                                (C)                (D)       (E)
20006                          MEMBER BENEFITS                   03/10/2011     $1,500,000
      Type or Classification   Total Itemized Transactions                      $1,500,000
               (B)             Total Non-Itemized Transactions
TRUST                          Total of All Transactions                        $1,500,000

       Name and Address
               (A)
NEW MEDIA STRATEGIES INC.                      Purpose              Date      Amount
ATTN: TOM SNEDEKER                               (C)                 (D)       (E)
1100 WILSON BLVD STE. 140      CBA MATTERS                       03/07/2011        $29,000
ARLINGTON
VA                             Total Itemized Transactions                         $29,000
22209                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $29,000
               (B)
PUBLIC RELATIONS

      Name and Address
             (A)
PLAYERS' GRIEVANCE TRUST                        Purpose             Date      Amount
                                                  (C)                (D)       (E)
1776 K STREET                  MEMBER GRIEVANCES                 03/10/2011     $4,000,000
WASHINGTON
DC                             Total Itemized Transactions                      $4,000,000
20006                          Total Non-Itemized Transactions
      Type or Classification   Total of All Transactions                        $4,000,000
               (B)
TRUST

       Name and Address
               (A)
ROGER P. KAPLAN
211 NORTH UNION STREET                          Purpose            Date       Amount
SUITE 100                                         (C)               (D)        (E)
ALEXANDRIA                     Total Itemized Transactions                             $0
VA                             Total Non-Itemized Transactions                     $5,400
22314                          Total of All Transactions                           $5,400
      Type or Classification
               (B)
ARBITRATOR

      Name and Address
            (A)
SHYAM DAS                                       Purpose             Date      Amount
                                                  (C)                (D)       (E)
350 ARDMORE AVENUE             MEMBER GRIEVANCE                  03/01/2011        $5,500
ARDMORE
PA                             Total Itemized Transactions                         $5,500
19003                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $5,500
               (B)
ARBITRATOR
       Name and Address
               (A)
SINGER BONJEAN STRATEGIES                      Purpose              Date      Amount
1455 PENNSYLVANIA AVE NW                         (C)                 (D)       (E)
SUITE 400                      CBA MATTERS                       03/07/2011        $45,000
WASHINGTON
DC                             Total Itemized Transactions                         $45,000
20004                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $45,000
               (B)
CONSULTANTS

       Name and Address
               (A)
WILLIG WILLIAMS & DAVIDSON                     Purpose              Date      Amount
TWENTY-FOURTH FLOOR                              (C)                 (D)       (E)
1845 WALNUT STREET             CBA MATTERS                       03/07/2011        $7,500
PHILADELPHIA
PA                             Total Itemized Transactions                         $7,500
19103                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $7,500
               (B)
ATTORNEYS AT LAW
Form LM-2 (Revised 2010)
SCHEDULE 16 - POLITICAL ACTIVITIES AND LOBBYING                                            FILE NUMBER 065-533

                                 There was no data found for this schedule.

SCHEDULE 17 - CONTRIBUTIONS, GIFTS & GRANTS                                                FILE NUMBER: 065-533

                                 There was no data found for this schedule.

SCHEDULE 18 - GENERAL OVERHEAD                                                             FILE NUMBER: 065-533


      Name and Address
            (A)
16W MARKETING LLC                               Purpose                          Date              Amount
                                                  (C)                             (D)               (E)
75 UNION AVE                   PLAYER MARKETING                               03/07/2011                $5,120
RUTHERFORD
NJ                             Total Itemized Transactions                                              $5,120
07070                          Total Non-Itemized Transactions                                              $0
      Type or Classification   Total of All Transactions                                                $5,120
               (B)
PLAYER MARKETING
      Name and Address
            (A)
AARON CURRY                                     Purpose                          Date              Amount
                                                  (C)                             (D)               (E)
                               PLAYER MARKETING                               03/08/2011                $11,000
RENTON
WA                             Total Itemized Transactions                                              $11,000
98058                          Total Non-Itemized Transactions                                               $0
      Type or Classification   Total of All Transactions                                                $11,000
               (B)
MEMBER
      Name and Address
            (A)
ADRIAN PETERSON                                 Purpose                          Date              Amount
                                                  (C)                             (D)               (E)
                               PLAYER MARKETING                               03/08/2011                $75,000
ST. LOUIS
MO                             Total Itemized Transactions                                              $75,000
63105                          Total Non-Itemized Transactions                                               $0
      Type or Classification   Total of All Transactions                                                $75,000
               (B)
MEMBER
       Name and Address
             (A)
AFL-CIO HOUSING INVESTMENT                      Purpose                          Date              Amount
TRUST                                             (C)                             (D)               (E)
2401 PENNSYLVANIA AVE NW       MANAGEMENT FEE                                 03/01/2011                $9,146
SUITE 200                      Total Itemized Transactions                                              $9,146
WASHINGTON                     Total Non-Itemized Transactions                                              $0
DC
                               Total of All Transactions                                                $9,146
20037
     Type or Classification
              (B)
INVESTMENT MANAGERS
      Name and Address
            (A)
AMERICAN AIRLINES
                                                Purpose            Date       Amount
P.O. BOX 619616                                   (C)               (D)        (E)
DALLAS                         Total Itemized Transactions                             $0
TX                             Total Non-Itemized Transactions                    $69,802
75261                          Total of All Transactions                          $69,802
      Type or Classification
               (B)
AIRLINE
     Name and Address
            (A)
ANQUAN BOLDIN                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $12,500
WEST PALM BEACH
FL                             Total Itemized Transactions                         $12,500
33409                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,500
               (B)
MEMBER
      Name and Address
            (A)
ASANTE SAMUEL                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $10,000
MIRAMAR
FL                             Total Itemized Transactions                         $10,000
33029                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
MEMBER
       Name and Address
             (A)
ASR - MVP ACCOUNT                               Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $5,000
SUWANEE
GA                             Total Itemized Transactions                         $5,000
30024                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $5,000
               (B)
PLAYER MARKETING
      Name and Address                          Purpose            Date       Amount
            (A)                                   (C)               (D)        (E)
B. ORAKPO LLC.                 Total Itemized Transactions                         $10,000
                               Total Non-Itemized Transactions                          $0
                               Total of All Transactions                           $10,000
OLNEY
MD                                              Purpose             Date      Amount
20832                                             (C)                (D)       (E)
     Type or Classification    PLAYER MARKETING                  03/08/2011        $10,000
              (B)              Total Itemized Transactions                         $10,000
PLAYER MARKETING               Total Non-Itemized Transactions                          $0
                               Total of All Transactions                           $10,000
      Name and Address
            (A)
B3DIGIGRAFX                                    Purpose              Date      Amount
                                                 (C)                 (D)       (E)
8759 LION STREET               SBXLV EVENT                       03/01/2011        $11,735
RANCHO CUCAMONGA
CA                             Total Itemized Transactions                         $11,735
91730                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $11,735
               (B)
GRAPHIC DESIGN
       Name and Address
               (A)
BMS REALTY SERVICES LLC                         Purpose             Date      Amount
3050 K STREET NW                                  (C)                (D)       (E)
SUITE 170                      MANAGEMENT FEE                    03/02/2011        $17,106
WASHINGTON
DC                             Total Itemized Transactions                         $17,106
20007                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $17,106
               (B)
PROPERTY MANAGEMENT
       Name and Address
               (A)
CALIBRE CPA GROUP                               Purpose             Date      Amount
1850 K STREET NW                                  (C)                (D)       (E)
SUITE 1050                     AUDIT SERVICES YE 2/28/11         03/01/2011        $15,342
WASHINGTON
DC                             Total Itemized Transactions                         $15,342
20006                          Total Non-Itemized Transactions                      $4,658
      Type or Classification   Total of All Transactions                           $20,000
               (B)
ACCOUNTING FIRM
      Name and Address
            (A)
CAREY INTERNATIONAL                            Purpose              Date      Amount
                                                 (C)                 (D)       (E)
BILLING DEPARTMENT             SBXLV EVENTS                      03/07/2011        $47,509
BALTIMORE
MD                             Total Itemized Transactions                         $47,509
21263                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $47,509
               (B)
GROUND TRANSPORTATION
     Name and Address
           (A)
CARLOS DUNLAP                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $6,000
NORTH CHARLESTON
SC                             Total Itemized Transactions                         $6,000
29418                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $6,000
               (B)
MEMBER
      Name and Address
            (A)
CATCH 5 LLC                                     Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $62,500
MIRAMAR
FL                             Total Itemized Transactions                         $62,500
33027                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $62,500
               (B)
PLAYER MARKETING
      Name and Address
            (A)
CHAD OCHOCINCO                                  Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $12,000
CINCINNATI
OH                             Total Itemized Transactions                         $12,000
45206                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,000
               (B)
MEMBER
      Name and Address
            (A)
CHRIS WELLS                                     Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $7,500
COLUMBUS
OH                             Total Itemized Transactions                         $7,500
43215                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $7,500
               (B)
MEMBER
      Name and Address
            (A)
CLAY MATTHEWS                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $7,500
ASHWAUBENON                    Total Itemized Transactions                         $7,500
WI                             Total Non-Itemized Transactions                         $0
54304
                               Total of All Transactions                           $7,500
      Type or Classification
               (B)
MEMBER
      Name and Address
            (A)
CORPORATE SECURITY
SOLUTIONS INC.                                  Purpose             Date      Amount
                                                  (C)                (D)       (E)
P.O. BOX 163032                MEMBERSHIP PROGRAM                03/02/2011        $30,000
ALTAMONTE SPRINGS              Total Itemized Transactions                         $30,000
FL                             Total Non-Itemized Transactions                          $0
32716
                               Total of All Transactions                           $30,000
      Type or Classification
               (B)
TRANSPORTATION
      Name and Address
            (A)
CREATIVE PRODUCERS GROUP                       Purpose              Date      Amount
INC.                                             (C)                 (D)       (E)
                               SBXLV EVENT                       03/01/2011        $38,712
4818 WASHINGTON BLVD
                               SBXLV EVENT                       03/07/2011      $179,290
ST. LOUIS
MO                             Total Itemized Transactions                       $218,002
63108                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                         $218,002
               (B)
MARKETING AGENCY
      Name and Address
            (A)
D THOMAS 88 MARKETING LLC                       Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $33,180
BATON ROUGE
LA                             Total Itemized Transactions                         $33,180
70802                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $33,180
               (B)
PLAYER MARKETING
      Name and Address
            (A)
DANIEL GRAHAM                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $8,500
AURORA
CO                             Total Itemized Transactions                         $8,500
80016                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $8,500
               (B)
MEMBER
       Name and Address                         Purpose             Date      Amount
             (A)                                  (C)                (D)       (E)
DAVID GARRARD                  PLAYER MARKETING                  03/08/2011        $17,500
                               Total Itemized Transactions                         $17,500
                               Total Non-Itemized Transactions                          $0
SOUTHEASTERN
                               Total of All Transactions                           $17,500
PA
19399
    Type or Classification
             (B)
MEMBER
       Name and Address
             (A)
DELTA AIRLINES INC.
                                                Purpose            Date       Amount
PO BOX 20706                                      (C)               (D)        (E)
ATLANTA                        Total Itemized Transactions                             $0
GA                             Total Non-Itemized Transactions                     $7,012
30320                          Total of All Transactions                           $7,012
      Type or Classification
               (B)
AIRLINE
     Name and Address
           (A)
DEMECO RYANS                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
PEARLAND
TX                             Total Itemized Transactions                         $10,000
77584                          Total Non-Itemized Transactions                      $4,500
      Type or Classification   Total of All Transactions                           $14,500
               (B)
MEMBER
      Name and Address
            (A)
DEZ BRYANT                                      Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $14,760
DESOTO
TX                             Total Itemized Transactions                         $14,760
75115                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $14,760
               (B)
MEMBER
      Name and Address
            (A)
DOYLE PRINTING & OFFSET CO.
                                                Purpose            Date       Amount
6911 OLD LANDOVER ROAD                            (C)               (D)        (E)
LANDOVER                       Total Itemized Transactions                             $0
MD                             Total Non-Itemized Transactions                     $5,545
20785                          Total of All Transactions                           $5,545
      Type or Classification
               (B)
PRINTER
        Name and Address                        Purpose             Date      Amount
              (A)                                 (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $7,500
                               Total Itemized Transactions                         $7,500
EDWARD REED


                                                Purpose            Date       Amount
OWINGS MILLS
                                                  (C)               (D)        (E)
MD
21117                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $7,500
               (B)
MEMBER
      Name and Address
             (A)
EQUITY L STREET                                 Purpose             Date      Amount
                                                  (C)                (D)       (E)
EQUITY L STREET LLC            OFFICE STORAGE RENT               03/01/2011         $5,891
MERRIFIELD
VA                             Total Itemized Transactions                          $5,891
22116                          Total Non-Itemized Transactions                      $4,139
      Type or Classification   Total of All Transactions                           $10,030
               (B)
LEASING AGENT
       Name and Address
             (A)
FELIX JONES 2 LLC                               Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $12,500
TULSA
OK                             Total Itemized Transactions                         $12,500
74119                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,500
               (B)
PLAYER MARKETING
      Name and Address
            (A)
GROOM LAW GROUP
CHARTERED                                       Purpose             Date      Amount
                                                  (C)                (D)       (E)
DEPARTMENT #0589.              PROFESSIONAL SERVICES             03/01/2011        $59,654
WASHINGTON                     Total Itemized Transactions                         $59,654
DC                             Total Non-Itemized Transactions                          $0
20073
                               Total of All Transactions                           $59,654
      Type or Classification
               (B)
ATTORNEYS AT LAW
     Name and Address
            (A)
GROUP 720 LLC                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
4818 WASHINGTON BLVD.          CONSULTING SERVICES               03/07/2011        $12,765
ST. LOUIS
MO                             Total Itemized Transactions                         $12,765
63108                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,765
               (B)
MARKETING AGENCY
      Name and Address
            (A)
HEADLINE MEDIA MANAGEMENT                       Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
NEW YORK
NY                             Total Itemized Transactions                         $10,000
10106                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
PLAYER MARKETING
      Name and Address
            (A)
HOUSE OF SPEARS LLC                             Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $10,000
MCKINNEY
TX                             Total Itemized Transactions                         $10,000
75070                          Total Non-Itemized Transactions                        $401
      Type or Classification   Total of All Transactions                           $10,401
               (B)
PLAYER MARKETING
       Name and Address
             (A)
HYATT REGENCY DALLAS                           Purpose              Date      Amount
                                                 (C)                 (D)       (E)
300 REUNION BLVD.              SBXLV EVENT                       03/07/2011      $274,578
DALLAS
TX                             Total Itemized Transactions                       $274,578
75207                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                         $274,578
               (B)
HOTEL
      Name and Address
            (A)
INGRAM STREET ENTERPRISES                       Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $57,500
IRVINE
CA                             Total Itemized Transactions                         $57,500
92618                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $57,500
               (B)
PLAYER MARKETING
       Name and Address
              (A)
J A BEST INC.                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $15,000
BOCA RATON                     Total Itemized Transactions                         $15,000
FL                             Total Non-Itemized Transactions                          $0
33431
                               Total of All Transactions                           $15,000
      Type or Classification
               (B)
PLAYER MARKETING
      Name and Address
            (A)
JAMES LAURINAITIS                               Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $10,000
ST. LOUIS
MO                             Total Itemized Transactions                         $10,000
63105                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
MEMBER
      Name and Address
            (A)
JAY NOVACEK                                     Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $5,000
JOSHUA
TX                             Total Itemized Transactions                         $5,000
76058                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $5,000
               (B)
MEMBER
      Name and Address
            (A)
JERMAINE GRESHAM                                Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $8,060
ST. LOUIS
MO                             Total Itemized Transactions                         $8,060
63105                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $8,060
               (B)
MEMBER
      Name and Address
            (A)
JOE THOMAS                                      Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $12,500
WESTLAKE
OH                             Total Itemized Transactions                         $12,500
44145                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,500
               (B)
MEMBER
      Name and Address
            (A)                                 Purpose             Date      Amount
K2M4 ENTERPRISES INC.                             (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $14,000
                               Total Itemized Transactions                         $14,000
OLNEY
                               Total Non-Itemized Transactions                      $3,000
MD
20832                          Total of All Transactions                           $17,000
     Type or Classification
              (B)
PLAYER MARKETING
      Name and Address
            (A)
KEN STABLER                                     Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $14,493
MOBILE
AL                             Total Itemized Transactions                         $14,493
36605                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $14,493
               (B)
MEMBER
      Name and Address
            (A)
LESEAN MCCOY                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $8,250
HARRISBURG
PA                             Total Itemized Transactions                         $8,250
17103                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $8,250
               (B)
MEMBER
      Name and Address
              (A)
LP EVANS INC.                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
ORCHARD PARK
NY                             Total Itemized Transactions                         $10,000
14127                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
PLAYER MARKETING
      Name and Address
            (A)
MARIO WILLIAMS                                  Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $12,500
ST. LOUIS
MO                             Total Itemized Transactions                         $12,500
63105                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,500
               (B)
MEMBER
      Name and Address                          Purpose            Date       Amount
            (A)                                   (C)               (D)        (E)
MARK TAUSCHER                  Total Itemized Transactions                         $9,250
                               Total Non-Itemized Transactions                         $0
                               Total of All Transactions                           $9,250
SUN PRAIRE
WI                                              Purpose             Date      Amount
53590                                             (C)                (D)       (E)
    Type or Classification     PLAYER MARKETING                  03/07/2011        $9,250
             (B)               Total Itemized Transactions                         $9,250
MEMBER                         Total Non-Itemized Transactions                         $0
                               Total of All Transactions                           $9,250
     Name and Address
           (A)
MARQUES COLSTON                                 Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
GLENSIDE
PA                             Total Itemized Transactions                         $10,000
19038                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
MEMBER
      Name and Address
            (A)
MATT SCHAUB                                     Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $15,000
HOUSTON
TX                             Total Itemized Transactions                         $15,000
77056                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $15,000
               (B)
MEMBER
      Name and Address
            (A)
MAYO BOYZ LLC                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
KNOXVILLE
TN                             Total Itemized Transactions                         $10,000
37919                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
PLAYER MARKETING
      Name and Address
            (A)
MEETING ARCHITECTS                             Purpose              Date      Amount
                                                 (C)                 (D)       (E)
1424 MYRTLE AVENUE             SBXLV EVENT                       03/07/2011        $15,735
SAN DIEGO
CA                             Total Itemized Transactions                         $15,735
92103                          Total Non-Itemized Transactions                        $700
      Type or Classification   Total of All Transactions                           $16,435
               (B)
EVENT MANAGEMENT
     Name and Address
           (A)
MERCY ENTERPRISES                               Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $23,750
ORLANDO
FL                             Total Itemized Transactions                         $23,750
32835                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $23,750
               (B)
PLAYER MARKETING
      Name and Address
             (A)
MICHAEL IRVIN                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $20,000
PLANO
TX                             Total Itemized Transactions                         $20,000
75024                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $20,000
               (B)
MEMBER
      Name and Address
            (A)
MICHAEL TURNER                                  Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $11,500
SUWANEE
GA                             Total Itemized Transactions                         $11,500
30024                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $11,500
               (B)
MEMBER
      Name and Address
             (A)
MICHAEL VICK                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $30,000
PHILADELPHIA
PA                             Total Itemized Transactions                         $30,000
19104                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $30,000
               (B)
MEMBER
      Name and Address
            (A)
NATE ALLEN                                      Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $5,000
CAPE CORAL                     Total Itemized Transactions                         $5,000
FL                             Total Non-Itemized Transactions                         $0
33909
                               Total of All Transactions                           $5,000
      Type or Classification
               (B)
MEMBER
      Name and Address
            (A)
NICK MANGOLD                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $7,500
CHATHAM
NJ                             Total Itemized Transactions                         $7,500
07928                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $7,500
               (B)
MEMBER
       Name and Address
             (A)
PATRICIA DIANE LLC                              Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $13,700
TAMPA
FL                             Total Itemized Transactions                         $13,700
33615                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $13,700
               (B)
PLAYER MARKETING
      Name and Address
             (A)
PATRICK WILLIS                                  Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $12,500
SAN JOSE
CA                             Total Itemized Transactions                         $12,500
95128                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,500
               (B)
MEMBER
        Name and Address
              (A)
PEPCO                                           Purpose             Date      Amount
                                                  (C)                (D)       (E)
P.O. BOX 97275                 ELECTRIC USAGE                    03/02/2011        $35,260
WASHINGTON
DC                             Total Itemized Transactions                         $35,260
20090                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $35,260
               (B)
ELECTRIC COMPANY
      Name and Address
            (A)                                 Purpose             Date      Amount
PERCY HARVIN                                      (C)                (D)       (E)
                               PLAYER MARKETING                  03/07/2011        $5,000
                               Total Itemized Transactions                         $5,000
GREEN COVE SPRINGS
                               Total Non-Itemized Transactions                         $0
FL
32043                          Total of All Transactions                           $5,000
    Type or Classification
             (B)
MEMBER
      Name and Address
            (A)
PIERRE THOMAS                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
RIVER RIDGE
LA                             Total Itemized Transactions                         $10,000
70123                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
MEMBER
      Name and Address
            (A)
PLAYERMARKS LLC                                 Purpose             Date      Amount
                                                  (C)                (D)       (E)
520 PIKE ST.#1520              CONSULTING SERVICES               03/08/2011        $37,000
SEATTLE
WA                             Total Itemized Transactions                         $37,000
98101                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $37,000
               (B)
MULTIMEDIA
      Name and Address
            (A)
PR NEWSWIRE INC                                 Purpose             Date      Amount
                                                  (C)                (D)       (E)
G.P.O. BOX 5897                MULTIMEDIA NEWS RELEASE           03/01/2011        $15,900
NEW YORK
NY                             Total Itemized Transactions                         $15,900
10087                          Total Non-Itemized Transactions                        $773
      Type or Classification   Total of All Transactions                           $16,673
               (B)
BUSINESS MEDIA
     Name and Address
           (A)
PROFORMA                                       Purpose              Date      Amount
                                                 (C)                 (D)       (E)
PO BOX 640814                  SBXLV EVENT                       03/07/2011        $12,288
CINCINNATI
OH                             Total Itemized Transactions                         $12,288
45264                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,288
               (B)
PRINTER
      Name and Address                          Purpose            Date       Amount
            (A)                                   (C)               (D)        (E)
QUENTIN JAMMER                 Total Itemized Transactions                         $10,000
                               Total Non-Itemized Transactions                          $0
                               Total of All Transactions                           $10,000
SAN DIEGO
CA                                              Purpose             Date      Amount
92123                                             (C)                (D)       (E)
    Type or Classification     PLAYER MARKETING                  03/08/2011        $10,000
             (B)               Total Itemized Transactions                         $10,000
MEMBER                         Total Non-Itemized Transactions                          $0
                               Total of All Transactions                           $10,000
     Name and Address
           (A)
RACKSPACE                                      Purpose              Date      Amount
                                                 (C)                 (D)       (E)
P.O. BOX 730759                WEBHOSTING                        03/07/2011        $14,802
DALLAS                         WEBHOSTING                        03/07/2011        $15,552
TX                             Total Itemized Transactions                         $30,354
75373                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $30,354
               (B)
WEBHOSTING
       Name and Address
             (A)
RAY RICE                                        Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $45,750
PIKESVILLE
MD                             Total Itemized Transactions                         $45,750
21208                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $45,750
               (B)
MEMBER
     Name and Address
           (A)
ROBERT GOULD                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $5,000
KILDEER
IL                             Total Itemized Transactions                         $5,000
60047                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $5,000
               (B)
MEMBER
      Name and Address
            (A)
RYAN GRANT                                      Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $8,750
GREEN BAY
WI                             Total Itemized Transactions                         $8,750
54313                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $8,750
               (B)
MEMBER
      Name and Address
            (A)
RYAN MATHEWS                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $5,000
STOCKTON
CA                             Total Itemized Transactions                         $5,000
95207                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $5,000
               (B)
MEMBER
      Name and Address
            (A)
SEAN SANSIVERI                                Purpose               Date      Amount
                                                (C)                  (D)       (E)
1499 MASSACHUSETTS AVENUE CONSULTING SERVICES                    03/02/2011        $6,000
WASHINGTON
DC                           Total Itemized Transactions                           $6,000
20005                        Total Non-Itemized Transactions                           $0
      Type or Classification Total of All Transactions                             $6,000
               (B)
ATTORNEY
       Name and Address
               (A)
SEIX INVESTMENT ADVISORS
LLC                                             Purpose             Date      Amount
10 MOUNTAIN VIEW ROAD                             (C)                (D)       (E)
SUITE C-200                    MANAGEMENT FEE                    03/07/2011        $17,528
UPPER SADDLE RIVER             Total Itemized Transactions                         $17,528
NJ                             Total Non-Itemized Transactions                          $0
07458
                               Total of All Transactions                           $17,528
      Type or Classification
               (B)
INVESTMENT ADVISORS
      Name and Address
            (A)
SHAUN O'HARA                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $5,000
FRANKLIN LAKES
NJ                             Total Itemized Transactions                         $5,000
07417                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $5,000
               (B)
MEMBER
      Name and Address
            (A)                                 Purpose             Date      Amount
SIDNEY RICE                                       (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
                               Total Itemized Transactions                         $10,000
EDEN PRAIRIE
MN                             Total Non-Itemized Transactions                          $0
55344                          Total of All Transactions                           $10,000
    Type or Classification
             (B)
MEMBER
     Name and Address
           (A)
SOUTHWEST AIRLINES
                                                Purpose            Date       Amount
2702 LONE FIELD DRIVE                             (C)               (D)        (E)
DALLAS                         Total Itemized Transactions                             $0
TX                             Total Non-Itemized Transactions                     $8,058
75235                          Total of All Transactions                           $8,058
      Type or Classification
               (B)
AIRLINE
       Name and Address
               (A)
SUMMIT-HARPER MARKETING                         Purpose             Date      Amount
SUMMIT GROUP LLC-DIVISION 3                       (C)                (D)       (E)
8252 SOLUTIONS CENTER          PRESS CONFERENCE MATERIALS        03/01/2011        $7,773
CHICAGO
IL                             Total Itemized Transactions                         $7,773
60677                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $7,773
               (B)
LOGO MERCHANDISER
       Name and Address
               (A)
SUNTRUST BANK
P.O. BOX 26202                                  Purpose             Date      Amount
COMMERCIAL CREDIT                                 (C)                (D)       (E)
SERVICES                       MORTGAGE PAYMENT                  03/01/2011      $210,208
RICHMOND                       Total Itemized Transactions                       $210,208
VA                             Total Non-Itemized Transactions                         $0
23260
                               Total of All Transactions                         $210,208
      Type or Classification
               (B)
FINANCIAL INSTITUTION
      Name and Address
            (A)
TERRELL OWENS                                   Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $8,000
DALLAS
TX                             Total Itemized Transactions                         $8,000
75226                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                           $8,000
               (B)
MEMBER
      Name and Address                          Purpose            Date       Amount
            (A)                                   (C)               (D)        (E)
THE APEX GROUP                 Total Itemized Transactions                         $34,666
                               Total Non-Itemized Transactions                          $0
17101 SUPERIOR STREET          Total of All Transactions                           $34,666
NORTHRIDGE                                     Purpose              Date      Amount
CA                                               (C)                 (D)       (E)
91325                          SBXLV EVENT                       03/01/2011        $34,666
      Type or Classification   Total Itemized Transactions                         $34,666
               (B)             Total Non-Itemized Transactions                          $0
SECURITY                       Total of All Transactions                           $34,666
     Name and Address
           (A)
THOMAS JONES                                    Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $12,500
BIG STONE GAP
VA                             Total Itemized Transactions                         $12,500
24219                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $12,500
               (B)
MEMBER
      Name and Address
             (A)
TOTAL QUALITY BUILDING
SERVICES                                        Purpose             Date      Amount
                                                  (C)                (D)       (E)
3619 14TH STREET NW            CLEANING/ DAY PORTER SERVICE      03/02/2011        $33,530
WASHINGTON                     Total Itemized Transactions                         $33,530
DC                             Total Non-Itemized Transactions                          $0
20010
                               Total of All Transactions                           $33,530
      Type or Classification
               (B)
CONTRACTOR
      Name and Address
            (A)
TROY 43 LP                                      Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011      $100,000
TORRANCE
CA                             Total Itemized Transactions                       $100,000
90503                          Total Non-Itemized Transactions                         $0
      Type or Classification   Total of All Transactions                         $100,000
               (B)
PLAYER MARKETING
       Name and Address
               (A)
UBS FINANCIAL SERVICES INC.                     Purpose             Date      Amount
7700 WISCONSIN AVE                                (C)                (D)       (E)
3RD FLOOR                      MANAGEMENT FEE                    03/01/2011        $15,000
BETHESDA
MD                             Total Itemized Transactions                         $15,000
20814                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $15,000
               (B)
INVESTMENT ADVISORS
      Name and Address
             (A)
UNITED AIRLINES
                                                Purpose            Date       Amount
4000 E. SKY HARBOR BLVD                           (C)               (D)        (E)
PHOENIX                        Total Itemized Transactions                             $0
AZ                             Total Non-Itemized Transactions                    $11,638
85034                          Total of All Transactions                          $11,638
      Type or Classification
               (B)
AIRLINE
      Name and Address
            (A)                                Purpose              Date      Amount
UNITED PARCEL SERVICE                            (C)                 (D)       (E)
                               SHIPPING                          03/01/2011         $5,979
P.O. BOX 7247-0244             SHIPPING                          03/07/2011         $5,765
PHILADELPHIA
PA                             SHIPPING                          03/01/2011         $7,443
19170                          Total Itemized Transactions                         $19,187
      Type or Classification   Total Non-Itemized Transactions                        $730
               (B)             Total of All Transactions                           $19,917
SHIPPING PROVIDER
      Name and Address
            (A)
UPS FREIGHT
                                                Purpose            Date       Amount
PO BOX 533238                                     (C)               (D)        (E)
CHARLOTTE                      Total Itemized Transactions                              $0
NC                             Total Non-Itemized Transactions                      $5,113
28290                          Total of All Transactions                            $5,113
      Type or Classification
               (B)
SHIPPING PROVIDER
       Name and Address
             (A)
VILMA ENTERPRISES LLC                           Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $10,000
STUDIO CITY
CA                             Total Itemized Transactions                         $10,000
91604                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $10,000
               (B)
PLAYER MARKETING
      Name and Address
             (A)
VISANTHE SHIANCOE                               Purpose             Date      Amount
                                                  (C)                (D)       (E)
                               PLAYER MARKETING                  03/08/2011        $8,250
LAUREL                         Total Itemized Transactions                         $8,250
MD                             Total Non-Itemized Transactions                         $0
20707
                               Total of All Transactions                           $8,250
      Type or Classification
               (B)
MEMBER
      Name and Address
            (A)
WASHINGTON REDSKINS                             Purpose             Date      Amount
                                                  (C)                (D)       (E)
ATTN: SUITE DEPARTMENT         SPORTING EVENT TICKETS            03/07/2011        $98,106
ASHBURN
VA                             Total Itemized Transactions                         $98,106
20147                          Total Non-Itemized Transactions                          $0
      Type or Classification   Total of All Transactions                           $98,106
               (B)
NFL CLUB
Form LM-2 (Revised 2010)
SCHEDULE 19 - UNION ADMINISTRATION                                            FILE NUMBER: 065-533


       Name and Address
             (A)
DELTA AIRLINES INC.
                                                Purpose            Date               Amount
PO BOX 20706                                      (C)               (D)                (E)
ATLANTA                        Total Itemized Transactions                                     $0
GA                             Total Non-Itemized Transactions                             $5,342
30320                          Total of All Transactions                                   $5,342
      Type or Classification
               (B)
AIRLINE
      Name and Address
            (A)
JOHN STUFFLEBEEM                                Purpose             Date              Amount
                                                  (C)                (D)               (E)
6217 ARKENDALE RD.             CONSULTING SERVICES               03/07/2011                $5,000
ALEXANDRIA
VA                             Total Itemized Transactions                                 $5,000
22307                          Total Non-Itemized Transactions                                 $0
      Type or Classification   Total of All Transactions                                   $5,000
               (B)
CONSULTANT
      Name and Address
            (A)
MAC SYSTEMS                                     Purpose             Date              Amount
                                                  (C)                (D)               (E)
5215 LAWRENCE PLACE            MEMBER PUBLICATION                03/07/2011                $11,811
HYATTSVILLE
MD                             Total Itemized Transactions                                 $11,811
20781                          Total Non-Itemized Transactions                                  $0
      Type or Classification   Total of All Transactions                                   $11,811
               (B)
MAILHOUSE
      Name and Address
            (A)
PEAKE DELANCEY                                  Purpose             Date              Amount
                                                  (C)                (D)               (E)
2500 SCHUSTER DR.              MEMBER PUBLICATION                03/01/2011                $15,345
CHEVERLY
MD                             Total Itemized Transactions                                 $15,345
20781                          Total Non-Itemized Transactions                                  $0
      Type or Classification   Total of All Transactions                                   $15,345
               (B)
PRINTER
      Name and Address
            (A)                                 Purpose             Date              Amount
                                                  (C)                (D)               (E)
WIZARD CONNECTION
                               NFLPA 2011 BOARD MEETINGS         03/03/2011                $90,975
7501 MUNICIPAL DRIVE           Total Itemized Transactions                                 $90,975
ORLANDO                        Total Non-Itemized Transactions                                  $0
FL                             Total of All Transactions                                   $90,975
32819
     Type or Classification
              (B)
EVENT MANAGEMENT
Form LM-2 (Revised 2010)
SCHEDULE 20 - BENEFITS                                           FILE NUMBER: 065-533

                  Description                     To Whom Paid            Amount
                     (A)                              (B)                  (C)
NONQUALIFIED DEFERRED COMPENSATION PLAN   TRUST                              $39,420
Total Benefits                                                               $39,420
Form LM-2 (Revised 2010)
69. ADDITIONAL INFORMATION SUMMARY                                                                   FILE NUMBER: 065-533
Prefill Date Explanation:The period covered by this report is less than one year due to the Union decertifying as of March
11, 2011.Item 3 Terminal: During the months of September through December of 2010, an overwhelming majority of the
Associations members voted to end the collective bargaining status of the NFLPA if there was no new collective
bargaining agreement reached with the NFL Clubs at a point in time which was eight hours prior to the expiration of the
prior collective bargaining agreement. There was no new agreement reached by 4 pm eastern time on March 11, 2011,
the expiration date of the prior collective bargaining agreement, so the governing body of the organization implemented
the players vote and restructured the NFLPA into a professional association with a new set of Bylaws. The restructured
organization is applying for a new tax exemption under Section 501(c)(6) of the Internal Revenue Code, and all assets,
liabilities, and records became assets, liabilities, and records of the newly restructured organization. Assets, liabilities,
and records of the National Football League Players Inc. and 1133 20th Street Building Corporation remain with their
respective organizations without change. Both entities are included and consolidated into the LM-2 at March 11, 2011.

Statement A,

Cash Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this form with a
non-standard reporting period.

Statement A,

Accounts Receivable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this
form with a non-standard reporting period.

Statement A,

Loans Receivable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this
form with a non-standard reporting period.

Statement A,Treasury Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this
form with a non-standard reporting period.

Statement A,Investments Begin Total: The beginning balances had to be manually entered for purposes of rolling forward
this form with a non-standard reporting period.

Statement A,Fixed Assets Value Begin Total: The beginning balances had to be manually entered for purposes of rolling
forward this form with a non-standard reporting period.

Statement A,Other Asset Book Value Begin Total: The beginning balances had to be manually entered for purposes of
rolling forward this form with a non-standard reporting period.

Statement A,

Accounts Payable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this
form with a non-standard reporting period.

Statement A,

Loans Payable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this form
with a non-standard reporting period.

Statement A,Mortagages Payable Begin Total: The beginning balances had to be manually entered for purposes of rolling
forward this form with a non-standard reporting period.

Statement A,Other Liabilities Amount Begin Total: The beginning balances had to be manually entered for purposes of
rolling forward this form with a non-standard reporting period.

Question 71: The Association does not have a Secretary-Treasurer. The Executive Director is the principal administrative
officer and signs the form in lieu of a Secretary-Treasuer.
Schedule 11: During the year ended March 11, 2011, appearance and endorsement fees associated with marketing deals
were paid to several Executive Committee members. Those fees are included in Column (G).

Question 10: Bert Bell/Pete Rozell NFL Player Retirement Plan #51-0201403 200 St. Paul Place,Suite 2420 Baltimore,
MD 21202 To provide retirement benefits to members National Football League Players Second Career Savings Plan
#52-0185902 200 St. Paul Place, Suite 2420 Baltimore, MD 21202 To provide retirement benefits to members NFL
Players Annuity Plan #03-6068279 200 St. Paul Place, Suite 2420 Baltimore, MD 21202 To provide retirement benefits to
members Players Grievance Trust #90-6162457 c/o Joseph A. Yablonski 1776 K Street, NW, Ste 712 Washington, DC
20006 To provide assistance to NFL players for grievance-related and other legal services. National Football League
Players Association Benefits Trust #80-0690749 c/o Calibre CPA Group PLLC 1850 K Street, NW, Ste 1050 Washington,
DC 20006 To provide permissible welfare benefits and support to NFL players.

Question 11(b): The Board of Player Representatives of the NFLPA formed the National Football League Players
Incorporated (NFL PLAYERS) and has obtained exclusive rights to player group licensing rights. NFL PLAYERS derives
revenue primarily from licensing their name, logo and player rights, along with other sports marketing activities. 1133 20th
Street Building Corporation and NFL Players Challenge, Inc. (Players Challenge) are wholly-owned subsidiaries of NFL
PLAYERS. The Players Challenge was formed to purchase an interest in the Quarterback Challenge event formerly
owned by NFL Properties. The 1133 20th Street Building Corporation was formed to purchase land and the building at
1133 20th Street, N.W., Washington, D.C. NFL PLAYERS AND 1133 20TH Street Building Corporation are included and
consolidated into the LM2 at March 11, 2011.

Question 16: The mortgage held on the building at 1133 20th Street, Washington, DC is secured by a deed of trust on the
building and assignment of the tenant leases and rents. The note is unconditionally guaranteed by NFL PLAYERS. In
addition, NFLPA has pledged and set aside, in trust, $50 million for use in support of its members.

Question 17: The NFLPA and NFL PLAYERS have been named defendant or co-defendant in a number of other legal
actions. In the opinion of the

General Counsel and management, these lawsuits will be resolved with no material impact on the NFLPA or its
subsidiaries.

Question 18: Bylaws attached.
Form LM-2 (Revised 2010)

								
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