UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 20112012
o Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934
for the transition period from _______________ to _______________
Commission File Number: 333-169531
EMPIRE GLOBAL GAMING, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 27-2529852 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 555 Woodside Avenue | ||
| Bellport, New York 11713 | 11713 | |
| (Address of principal executive offices) | (Zip Code) |
Issuer's telephone number, including area code: (877) 643-3200
n/a
Former address if changed since last report
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesdays. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer o (Do not check if a smaller reporting company) | Smaller Reporting Company T |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes xNo
State issuer's revenues for its most recent fiscal year: $2,793$9,532
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (for purposes of this determination, only our Directors and Executive Officers have been deemed affiliates): Common Stock ($.25/share) - $2,440,250
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 50,801,00056,801,000 shares of common stock as of March 28, 2012.27, 2013.
TABLE OF CONTENTS
| PART I | ||
| ITEM 1. | BUSINESS | 4 |
| ITEM 1A. | RISK FACTORS | 7 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 7 |
| ITEM 2. | PROPERTIES | 7 |
| ITEM 3. | LEGAL PROCEEDINGS | 7 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 7 |
| PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 7 |
| ITEM 6. | SELECTED FINANCIAL DATA | 8 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION | 8 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 11 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 11 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 12 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 12 |
| ITEM 9B. | 13 | |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 14 |
| ITEM 11. | EXECUTIVE COMPENSATION | 17 |
| ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 18 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 18 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 19 |
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULES | 20 |
| SIGNATURES | 21 | |
3
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”), the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission (“SEC”) and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements included or incorporated by reference in this Annual Report and those reports, statements, information and announcements address activities, events or developments that Empire Global Gaming, Inc. (hereinafter referred to as “we,” “us,” “our” or “Company”) expects or anticipates will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
PART I
ITEM 1. BUSINESS.
Overview
Empire Global Gaming, Inc. (the “Company,” “We” or “Our”) was incorporated under the laws of the State of Nevada on May 11, 2010 to participate in the worldwide gaming market. We offer custom game manufacturing, gaming solutions, supplies and custom game marketing. We provide consulting and advisory services to the gaming industry. We hold exclusive licenses for proprietary Class II and Class III grade Table Games for use in the home and casinos, as well as the rights to several other innovative board, dice, card and electronic games for use in the home and casinos.
Casino Grade Games
We hold licenses for eight patented Class II and III Casino Grade Mechanical & Electronic Games. The games include (i) proprietary 20 sided dice game, (ii) combination game of poker and blackjack, side bet blackjack, and (iii) five patents covering roulette. We also created a new proprietary variation on the standard deck of playing cards (patent pending). We anticipate that these cards will be used in retail and casino sales.
4
Roulette
The Company has the exclusive rights through an exclusive license agreement to four U.S. Patents related to “roulette” that cover fourteen different roulette games via an Exclusive License Agreement granted by our President, Chief Executive Officer and Director (Mr. Nicholas Sorge, Sr.), to market, sell, distribute and sublicense these patented roulette games. We expect to license these games for royalties to casinos throughout the world after obtaining approval from the appropriate regulatory agency in each state or country, as is applicable. We will also offer the casinos to purchase equipment with the new roulette game attributes and the table felt with the new number configurations from their own sources. We do not intend, at this time, to manufacture any equipment or products.
We intend to make application with the various prominent gaming control boards in the United States to obtain approval of the Company's licensed roulette games. We had our Roulette games examined by a well respected and well known research firm in the gaming industry to verify certain aspects of our game. Our New Balanced American and European Roulette Wheels and Layout with Digit-Bets was shown to beat the Standard American and European Roulette Wheels and Layout games in keeping the Fairness and Integrity of both Roulette games in all scenarios. We have retained well known attorneys in the gaming space to advise us on the best methods of proceeding further with our proprietary Roulette.
Other Products
We are working on developing some of our patented games into video and slot machine terminals as well as computer and mobile devices.
We also are attemptinghave developed a website (www.lottopick3.com) which provides analytical data to developconsumers on several different lottery type games. This program is not a gambling/consulting program. It is strictly an analysis program. We do not offer any advice one way or the other. It offers an in depth breakdown of all the previous numbers that have been drawn in all states that have the pick 3 lotto evaluationgames. The software breaks things down into all the possible categories and analysis program.shows any types of trends that may occur. The program also comes with printable charts that show exactly which numbers fall under every category.
The Company has taken certain steps to become fully “e-commerce” operational while awaiting Gaming Board approvals. We operate a website where we sell certain equipment and proprietary games. Our website is located at: www.empireglobalgaminginc.com. www.empireglobalgaminginc.com.
Industry Overview
The domestic and global gaming markets have grown rapidly and consistently over most of the last decade despite some slowdown in the past three years due to the macroeconomic recession. This growth has generally brought increased social and political acceptance of legalized gaming throughout many diverse societies. The conventional wisdom that the gaming industry is recession-proof has been challenged over the last three yearsyears. However, recent economic pressures have prompted new efforts to legalize casino gaming and to liberalize gaming laws to fill fiscal gaps. Furthermore, in the current environment, operators are pressured to extract the most out of existing operations by enhancing the competitiveness of their floor at minimal investment rather than deploying cash into new or expanded equipment or facilities. While historical U.S. trends suggest a resilient recovery will eventually be at hand, through our proprietary products we expect to offer the casino operator products that will enhance the gaming machine’s productivity while simultaneously enhancing the customer’s playing experience.
5
Government Regulation
We are subject to regulation by governmental authorities in most jurisdictions in which we operate. Gaming regulatory requirements vary from jurisdiction to jurisdiction, and obtaining licenses and findings of suitability for our officers, directors, and principal stockholders, registrations, and other required approvals with respect to us, our personnel, and our products are time consuming and expensive. Generally, gaming regulatory authorities have broad discretionary powers and may deny applications for or revoke approvals on any basis they deem reasonable. We have not yet obtained approvals that enable us to conduct our (gaming) business in any jurisdictions. In the event a gaming jurisdiction determines that an officer, director, key employee, stockholder, or other personnel of our company is unsuitable to act in such a capacity, we will be required to terminate our relationship with such person or lose our rights and privileges in that jurisdiction. This may have a materially adverse effect on us. We may be unable to obtain all the necessary licenses and approvals or ensure that our officers, directors, key employees, affiliates, and certain other stockholders will satisfy the suitability requirements in each jurisdiction in which our products are sold or used. The failure to obtain such licenses and approvals in one jurisdiction may affect our licensure and approvals in other jurisdictions. In addition, a significant delay in obtaining such licenses and approvals could have a material adverse effect on our business prospects.
Employees
We have two employees, Nicholas Sorge, Sr. (President and Director) and Dolores Marsh (Chief Financial Officer, Secretary and Director). We employ additional people on a part-time basis as needed.
Corporate Information
Our principal executive offices are located at 555 Woodside Ave, Bellport, New York 11713. Our telephone number is 877-643-3200.
6
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 1B. Unresolved Staff Comments.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 2. Description of Property.
The Company rents office space at 555 Woodside Avenue, Bellport, New York 11713. Office space is provided at no cost to the Company by our President, Nicholas Sorge, Sr.
Item 3. Legal Proceedings.
To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.
Item 4. Mine Safety Disclsures.Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
In October 2012 we were cleared by FINRA for an unpriced quotation on the OTC Bulletin Board under the symbol “EPGG.” There is no established public trading market for our common stock. Our issued and outstanding common stock is held by approximately 57 holders of record.
We have not paid any cash dividends in the past. We anticipate that any earnings will be retained for development of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future dividends declared would be at the discretion of our board of directors and would depend on our financial condition, results of operations, contractual obligations, the terms of our financing agreements at the time a dividend is considered, and other relevant factors.
7
As a “smaller reporting company, the Company is not required to provide this information.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the related notes included in this report. This discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below as well as those discussed elsewhere in this report. We disclaim any obligation to update information contained in any forward-looking statement.
General
We presently sell our ancillary gaming products in the United States but contemplate selling and leasing our products worldwide, in the future. Although the Company has obtained the license for the manufacturing, sale, marketing and licensing of the four roulette patents, the Company has not developed or manufactured any products for license, lease or sale to casinos as of yet. Although the Company is licensed to manufacturer patented roulette wheels and tables, it has no intention of doing so now or in the foreseeable future. The licensed games will not be available for sale on our website until approved by the applicable Gaming Control Board.
The Company has not, as of yet, arranged for any lines of credit, and we have no commitments, written or oral, from officers, directors or shareholders to provide the Company with advances, loans or other funding for our operations.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
8
Recent Accounting Pronouncements
Results of Operations
Year ended December 31, 20112012 Compared to Yearthe year ended December 31, 20102011
For the year ended December 31, 20112012, we had sales of $2793,$9,532, as compared to no sales$2,793 for the year ended December 31, 2010.2011. The increase was due to the Company’s increaseddevelopment of its Lotto Pick 3 website and sales efforts.of the Company’s proprietary playing cards.
Cost of Goods Sold
Cost of goods sold consists ofwas $3,911 for the costs of our products. year ended December 31, 2012, compared to $2,793 for the year ended December 31, 2011. The increase was due to increased sales for the year ended December 31, 2012.
Selling and Marketing expenses
We did not incur anyincurred $560 in selling and marketing expenses as allexpenses. Our primary selling and marketing efforts were conducted by the officers, mainly through personal time and effort.
9
General and Administrative Expenses
During fiscal 2011the year ended December 31, 2012, general and administrative expenses were $130,996$106,870, consisting primarily of professional fees, as compared to $128,423$130,996 for year ended December 31, 2011. The decrease was due to a reduction of $21,700 in the same period in 2010.professional fees.
Net Loss
Our Net Loss was $130,996 in$101,249 for the periodyear ended December 31, 2011,2012, and $128,423 in$130,996 for the same periodyear ended December 31, 2011. Our loss decreased primarily due to a reduction of 2010. professional fees of $21,700.
Liquidity and Capital Resources
As of December 31, 2011,2012, we had shareholders equity of $136,981$35,732 and we had positive working capital of $136,981$32,532 compared to shareholders equity of $45,577$136,981 and working capital of $45,577$136,981 at December 31, 2010.2011. Cash and cash equivalents were $111,207$16,952 as of December 31, 2011,2012, as compared to $64,294$111,207 at December 31, 2010.2011. This increasedecrease in our working capital was primarily attributable to issuancethe net loss of common stock.$101,249 for the year ended December 31, 2012. The net loss for the year ended 2012 was primarily due to professional fees of $94,800.
Net cash used in operations during 20112012 was $(153,337)$90,255 compared with $(60,706)$153,337 used in operations during the same period in 2010.2011. Cash used in operations during 20112012 was primarily due to the net loss in the period and growth of the balance sheet.period.
Net cash used in investing activities during 2012 was $4,000 compared to zero used in investing during 2011. Cash used in investing activities during 2012 was due to the purchase of was unchanged during 2011 compared with 2010.equipment.
Net cash provided by financing activities was zero during 2012 compared to $200,250 during 2011. Net cash provided by financing activities of $200,250 during 2011 was primarily due to the sale of common stock.
Commitment and Contingencies
None.
Off-Balance Sheet Arrangements
None.
10
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company generated minimal revenues, is considered a development stage Company, has experienced recurring net operating losses, had a net loss of $259,419$360,668 for the period of May 11, 2010 (inception) to December 31, 20112012 and working capital of $114,831$32,532 at December 31, 2011.2012. Because of these factors our auditors have issued a going concern opinion on our audited financial statements that raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 8. Financial Statements and Supplementary Data.
Financial statements and supplementary data required by this Item 8 follow.
11
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
Board of Directors
Empire Global Gaming, Inc.
(A Development Stage Company)
Bellport, New York
We have audited the accompanying balance sheets of Empire Global Gaming, Inc. (a Development Stage Company) (the “Company”) as of December 31, 20112012, and 20102011 and the related statements of operations, stockholders’ equity and cash flows for the two years then ended December 31, 2012, and December 31, 2011, and for the period from inception (May11,(May 11, 2010) to December 31, 2011.2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Empire Global Gaming, Inc.,(a (a Development Stage Company) as of December 31, 20112012 and 20102011 and the results of its operations and its cash flows for the years ended December 31, 20112012 and 2010December 31, 2011 and the period from inception (May 11, 2010) to December 31, 20112012 in conformity with accounting principles generally accepted in the United States of America.
| March 14, 2013 |  |
Paritz & Company PA Hackensack, New Jersey |
F-1
EMPIRE GLOBAL GAMING, INC.
(A
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 2011 AND
DECEMBER 31, 20102012 AND 2011
| December 31, | December 31, | |||||||
| 2012 | 2011 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 16,952 | $ | 111,207 | ||||
| Accounts receivable | - | 2,793 | ||||||
| Inventory | 21,970 | 19,357 | ||||||
| Prepaid legal fees | - | 3,624 | ||||||
| Total current assets | 38,922 | 136,981 | ||||||
| Fixed Assets | ||||||||
| Equipment | $ | 4,000 | $ | - | ||||
| Accumulated Depreciation | (800 | ) | - | |||||
| Property and Equipment, Net | 3,200 | - | ||||||
| Total assets | $ | 42,122 | $ | 136,981 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 4,270 | $ | - | ||||
| Total current liabilities | 4,270 | - | ||||||
| LONG TERM LIABILITIES | ||||||||
| Notes Payable – Shareholder | 2,120 | - | ||||||
| Total current liabilities | 6,390 | - | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common stock: $0.001 par value; 980,000,000 authorized, | ||||||||
| 50,801,000 and 50,000,000 shares issued and outstanding | ||||||||
| as of December 31, 2012 and December 31, 2011, respectively | 50,801 | 50,801 | ||||||
| Additional paid-in capital | 345,599 | 345,599 | ||||||
| Deficit accumulated during development stage | (360,668 | ) | (259,419 | ) | ||||
| Total stockholders' equity | 35,732 | 136,981 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 42,122 | $ | 136,981 | ||||
| December 31, | December 31, | ||||||||
| 2011 | 2010 | ||||||||
| ASSETS | |||||||||
| CURRENT ASSETS | |||||||||
| Cash | $ | 111,207 | $ | 64,294 | |||||
| Accounts receivable | 2,793 | - | |||||||
| Inventory | 19,357 | - | |||||||
| Prepaid legal fees | 3,624 | - | |||||||
| Total current assets | 136,981 | 64,294 | |||||||
| Total assets | $ | 136,981 | $ | 64,294 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| CURRENT LIABILITIES | |||||||||
| Accounts payable | $ | - | $ | 18,717 | |||||
| Total current liabilities and total liabilities | - | 18,717 | |||||||
| STOCKHOLDERS' EQUITY | |||||||||
| Common stock: $0.001 par value; 980,000,000 authorized, | |||||||||
| 50,801,000 and 50,000,000 shares issued and outstanding | |||||||||
| as of December 31, 2011 and December 31, 2010, respectively | 50,801 | 50,000 | |||||||
| Additional paid-in capital | 345,599 | 124,000 | |||||||
| Deficit accumulated during development stage | (259,419 | ) | (128,423 | ) | |||||
| Total stockholders' equity | 136,981 | 45,577 | |||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 136,981 | $ | 64,294 | |||||
F-2
EMPIRE GLOBAL GAMING, INC.
(A
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
| For the year ended | For the year ended | From inception | ||||||||||
| December 31, | December 31, | May 11, 2010 to | ||||||||||
| 2012 | 2011 | December 31, 2012 | ||||||||||
| REVENUES (See Note 4) | $ | 9,532 | $ | 2,793 | $ | 12,325 | ||||||
| COST OF GOODS SOLD | 3,911 | 2,793 | 6,704 | |||||||||
| GROSS PROFIT | 5,621 | - | 5,621 | |||||||||
| GENERAL & ADMINISTRATIVE EXPENSES | 106,870 | 130,996 | 366,289 | |||||||||
| NET LOSS | $ | (101,249 | ) | $ | (130,996 | ) | $ | (360,668 | ) | |||
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted average of common shares outstanding | 50,801,000 | 50,456,247 | ||||||||||
| For the three months ended | For the year ended | From inception | ||||||||||||||||||
| December 31, | December 31, | December 31, | December 31, | May 11, 2010 to | ||||||||||||||||
| 2011 | 2010 | 2011 | 2010 | December 31, 2011 | ||||||||||||||||
| REVENUES | $ | 2,793 | $ | - | $ | 2,793 | $ | - | $ | 2,793 | ||||||||||
| COST OF GOODS SOLD | 2,793 | - | 2,793 | - | 2,793 | |||||||||||||||
| GROSS PROFIT | - | - | - | - | - | |||||||||||||||
| GENERAL & ADMINISTRATIVE EXPENSES: | ||||||||||||||||||||
| Bank service charges | 249 | 310 | 293 | 337 | 630 | |||||||||||||||
| Business licenses and permits | - | 11,904 | 750 | 12,729 | 13,479 | |||||||||||||||
| Compensation expense | - | - | - | - | - | |||||||||||||||
| Computer and internet expense | 2,179 | 3,939 | 3,089 | 4,023 | 7,111 | |||||||||||||||
| Credit card fees | 45 | - | 677 | - | 677 | |||||||||||||||
| Dues and subscriptions | - | - | 762 | - | 763 | |||||||||||||||
| Meals and entertainment | 300 | - | 489 | - | 489 | |||||||||||||||
| Office supplies | 1,035 | (30 | ) | 1,571 | 420 | 1,991 | ||||||||||||||
| Postage and delivery | 74 | - | 113 | 19 | 132 | |||||||||||||||
| Printing and reproduction | - | 550 | 2,507 | 550 | 3,057 | |||||||||||||||
| Professional fees | 27,656 | 24,882 | 116,512 | 110,345 | 226,857 | |||||||||||||||
| Travel expense | (666 | ) | - | 4,233 | - | 4,233 | ||||||||||||||
| TOTAL GENERAL & ADMINISTRATIVE | ||||||||||||||||||||
| EXPENSES | 30,872 | 41,555 | 130,996 | 128,423 | 259,419 | |||||||||||||||
| NET LOSS | $ | (30,872 | ) | $ | (41,555 | ) | $ | (130,996 | ) | $ | (128,423 | ) | $ | (259,419 | ) | |||||
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
| Weighted average of common shares outstanding | 50,800,348 | 50,000,000 | 50,456,247 | 49,106,838 | 49,929,098 | |||||||||||||||
F-3
EMPIRE GLOBAL GAMING, INC.
(A
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION, MAY 11, 2010 TO DECEMBER 31, 20112012
| Accumulated | ||||||||||||||||||||
| Deficit | ||||||||||||||||||||
| Additional | During | |||||||||||||||||||
| Common Stock | Paid-In | Development | ||||||||||||||||||
| Shares | Amount | Capital | Stage | Total | ||||||||||||||||
| Balance Inception May 11, 2010 | ||||||||||||||||||||
| Issuance of Common Stock for | ||||||||||||||||||||
| founder shares May 11, 2010 | 49,000,000 | 49,000 | - | - | 49,000 | |||||||||||||||
| Issuance of Common Stock | 1,000,000 | 1,000 | 124,000 | - | 125,000 | |||||||||||||||
| Net Loss at December 31, 2010 | - | - | - | (128,423 | ) | (128,423 | ) | |||||||||||||
| December 31, 2010 | 50,000,000 | 50,000 | 124,000 | (128,423 | ) | 45,577 | ||||||||||||||
| Issuance of Common Stock | 801,000 | 801 | 199,449 | - | 200,250 | |||||||||||||||
| Contributed inventory | - | - | 22,150 | - | 22,150 | |||||||||||||||
| Net Loss at December 31, 2011 | - | - | - | (130,996 | ) | (130,996 | ) | |||||||||||||
| December 31, 2011 | 50,801,000 | 50,801 | 345,599 | (259,419 | ) | 136,981 | ||||||||||||||
| Accumulated | ||||||||||||||||||||
| Deficit | ||||||||||||||||||||
| Common | Additional | During | ||||||||||||||||||
| Stock | Paid-In | Development | ||||||||||||||||||
| Shares | Amount | Capital | Stage | Total | ||||||||||||||||
| Balance Inception May 11, 2010 | ||||||||||||||||||||
| Issuance of Common Stock for | ||||||||||||||||||||
| Founder shares May 11, 2010 | 49,000,000 | $ | 49,000 | - | - | $ | 49,000 | |||||||||||||
| Sale of Common Stock | 1,000,000 | 1,000 | 124,000 | - | 125,000 | |||||||||||||||
| Net Loss | - | - | - | (128,423 | ) | (128,423 | ) | |||||||||||||
| Balance December 31, 2010 | 50,000,000 | 50,000 | 124,000 | (128,423 | ) | 45,577 | ||||||||||||||
| Sale of Common Stock | 801,000 | 801 | 199,449 | - | 200,250 | |||||||||||||||
| Contributed inventory | - | - | 22,150 | - | 22,150 | |||||||||||||||
| Net Loss | - | - | - | (130,996 | ) | (130,996 | ) | |||||||||||||
| Balance December 31, 2011 | 50,801,000 | 50,801 | 345,599 | (259,419 | ) | 136,981 | ||||||||||||||
| Net Loss | - | - | - | (101,249 | ) | (101,249 | ) | |||||||||||||
| Balance December 31, 2012 | 50,801,000 | $ | 50,801 | $ | 345,599 | $ | (360,668 | ) | $ | 35,732 | ||||||||||
F-4
EMPIRE GLOBAL GAMING, INC.
(A
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
| For the year ended | For the year ended | From inception | ||||||||||
| December 31, | December 31, | May 11, 2010 to | ||||||||||
| 2012 | 2011 | December 31, 2012 | ||||||||||
| Cash Flows from Operating Activities: | ||||||||||||
| Net Loss | $ | (101,249 | ) | $ | (130,996 | ) | $ | (360,668 | ) | |||
| Depreciation | 800 | 800 | ||||||||||
| Stock issued for services | - | - | 49,000 | |||||||||
| Adjustments to reconcile net loss to net cash | ||||||||||||
| provided by operation activities: | ||||||||||||
| (Increase)/decrease in: | ||||||||||||
| Accounts receivable | 2,793 | (2,793 | ) | - | ||||||||
| Inventory | (2,613 | ) | 2,793 | (21,970 | ) | |||||||
| Prepaid legal fees | 3,624 | (3,624 | ) | - | ||||||||
| Increase/(decrease) in: | ||||||||||||
| Accounts payable and accrued expenses | 4,270 | (18,717 | ) | 4,270 | ||||||||
| Net cash used in operating activities | (92,375 | ) | (153,337 | ) | (328,568 | ) | ||||||
| Cash flows from Investing Activities: | ||||||||||||
| Property and Equipment | (4,000 | ) | - | (4,000 | ) | |||||||
| Net cash used in investing activities | (4,000 | ) | - | (4,000 | ) | |||||||
| Cash flows from Financing Activities: | ||||||||||||
| Notes Payable - Shareholder | 2,120 | - | 2,120 | |||||||||
| Proceeds from issuance of common stock | - | 200,250 | 347,400 | |||||||||
| Net cash provided by financing activities | 2,120 | 200,250 | 349,520 | |||||||||
| NET INCREASE/(DECREASE) IN CASH | (94,255 | ) | 46,913 | 16,952 | ||||||||
| CASH AT BEGINNING OF THE PERIOD | 111,207 | 64,294 | - | |||||||||
| CASH AT THE END OF THE PERIOD | $ | 16,952 | $ | 111,207 | $ | 16,952 | ||||||
| Non-Cash Transactions: | ||||||||||||
| Contributed inventory | $ | - | $ | 22,150 | $ | 22,150 | ||||||
| Stock Issued for services | $ | - | $ | - | $ | 49,000 | ||||||
| From inception | ||||||||
| For the year ended | May 11, 2010 to | |||||||
| December 31, 2011 | December 31, 2010 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | (130,996 | ) | $ | (128,423 | ) | ||
| Stock for services | - | 49,000 | ||||||
| Adjustments to reconcile net loss to net cash | ||||||||
| provided by operation activities: | ||||||||
| (Increase)/decrease in: | ||||||||
| Accounts receivable | (2,793 | ) | - | |||||
| Inventory | 2,793 | - | ||||||
| Prepaid legal fees | (3,624 | ) | - | |||||
| Increase/(decrease) in: | ||||||||
| Accounts payable | (18,717 | ) | 18,717 | |||||
| Net cash used in operating activities | (153,337 | ) | (60,706 | ) | ||||
| Cash flows used in Financing Activities: | ||||||||
| Proceeds from issuance of common stock | 200,250 | 125,000 | ||||||
| Net cash provided by financing activities | 200,250 | 125,000 | ||||||
| NET INCREASE IN CASH | 46,913 | 64,294 | ||||||
| CASH AT BEGINNING OF THE PERIOD | 64,294 | - | ||||||
| CASH AT THE END OF THE PERIOD | $ | 111,207 | $ | 64,294 | ||||
| Non-Cash Transactions: | ||||||||
| Contributed inventory | $ | 22,150 | $ | - | ||||
F-5
EMPIRE GLOBAL GAMING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 20112012
Note 1. Basis of Presentation and Organization and Significant Accounting Policies
Basis of Presentation and Organization
Empire Global Gaming, Inc. (the “Company”) was incorporated in the State of Nevada on May 11, 2010 in order to acquire certain U.S Patent license agreements pertaining to roulette and actively engage in the gaming business worldwide and has just recently commenced operations in June, 2010. Empire Global Gaming, Inc. was founded to develop, manufacture and sell Class II & Class III Casino electronic and table games for the general public and casinos worldwide. The Company owns exclusive rights through license agreements to four U.S. Patents consisting of 14 roulette games patents. EGGI also sells a complete line of public &and casino grade gaming products for roulette, blackjack, craps, baccarat, mini baccarat, pinwheels, Sic Bo, slot machines, poker tables and bingo games. These patents are certified by Gaming Laboratories International to minimize any unfairness in the multi-number bets in roulette (American double 0 & European single 0) to both players and casinos. One of the patents controlled by the Company is for a “new number pattern and board layout” that will insure, the various gaming control boards and commissions in the United States and eventually worldwide, that the highest standards of security and integrity are met.
The Company currently has limited operations in accordance with Financial Accounting Standard Board Codification (“FASB ASC”) Development Stage Entities topic. The Company has been in the development stage since its formation. The accompanying financial statements have been prepared in accordance with authoritative guidance for development stage entities. A development stage entity is one in which planned principal operations has not commenced or if its operations have commenced, there has been no significant revenues there from.
Summary of Significant Accounting Policies
Cash
The Company considers all highly liquid investments with an original maturity of year end or less to be cash equivalents. Cash equivalents include cash on hand and cash in the bank
Advertising
The Company expenses advertising when incurred. As of December 31, 2011,2012, the Company has incurred advertising expenses of $0.
$560.
F-6
EMPIRE GLOBAL GAMING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2011
2012
NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. However, the majority of our business operates in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
Fair value of financial instruments
As required by the Fair Value Measurements and Disclosures Topic 820 of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The carrying amounts for the Company’s accounts payable and accrued liabilities approximate fair value due to the short-term maturity of these instruments.
The three levels of the fair value hierarchy are described below:
| Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
| Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; |
| Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The Company does not have any assets or liabilities required to be measured at fair value.
Revenue Recognition
The Company derives its revenue from sale of gaming products. The Company recognizes revenue only when there is persuasive evidence of an arrangement, delivery has occurred, the sale price is determinable and collectability is reasonably assured.
Inventory
Inventory consists of finished gaming products that were contributed by a shareholder of the Company and are valued at the cost.
Income Taxes
The Company has adopted the provision of FASB ASC 740-10-05, “Accounting for Uncertainties in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and when,measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the opinion of management, it is more likely than not that some portion or all of the deferreda tax assets will not be realized.return. The computation of limitations relating to the amount of such tax assets,ASC provides guidance on de-recognition, classification, interest and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complexpenalties, accounting in interim periods, disclosure and require the exercise of judgment. As additional information becomes available, we continually assess the carrying value of our net deferred tax assets.
Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risk as of December 31, 2011.2012.
We maintain cash balances at highly-rated financial institutions in various states.institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 (a temporary increase which expires December 31, 2013). At December 31, 2011,2012, we had no account balances over federally insured limits.
F-7
EMPIRE GLOBAL GAMING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
Stock Based Compensation
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.
Stock based compensation for employees is accounted for using the Stock Based Compensation Topic of the FASB ASC. We use the fair value method for equity instruments granted to employees and will use the Black Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
Net Loss Per Common Share
Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. From inception, May 11, 2010, to December 31, 2011,2012, the Company incurred a net loss, resulting in no potentially dilutive common shares.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. As of December 31, 2011,2012, the Company had no cash equivalents.
F-8
EMPIRE GLOBAL GAMING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 20112012
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company generated revenue of $2,793,$12,325 from inception, is considered a development stage Company,company, has experienced recurring net operating losses, hadand has a net loss of $259,419$360,668 for the period of May 11, 2010 to December 31, 2011and $130,9962012 and $101,249 for the year ended December 31, 2011 and working capital of $114,831 at December 31, 2011.2012. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or increase revenues to continue operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources or increase revenues. Management’s plan is to continue progressing in its business plan and increase revenues, and if necessary, obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3. INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for the period presented because we have experienced operating losses since inception. Per authoritative guidance pursuant to accounting for income tax and uncertainty in income taxes, when it is more likely than not that a tax asset cannot be realized through future income, the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
The components of the Company’s deferred tax asset are as follows as of December 31, 2011:2012:
| December 31, 2011 | December 31, 2012 | December 31, 2011 | ||||||||||
| Net operating loss carry forward at 35% | $ | 44,948 | $ | 126,234 | $ | 90,797 | ||||||
| Valuation allowance | (44,948 | ) | (126,234 | ) | (90,797 | ) | ||||||
| Net deferred tax asset | $ | - | $ | - | $ | - | ||||||
Deferred tax asset consists of net operating losses of net operating losses approximating $360,000 and $259,000 for the years ended December 31, 2012 and 2011, which expires between 2030 to 2032.
F-9
EMPIRE GLOBAL GAMING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2011
| Since Inception | ||||
| Tax at statutory rate (35%) | $ | 44,948 | ||
| Increase in valuation allowance | (44,948 | ) | ||
| Net deferred tax asset | $ | - | ||
At the date of inception, the Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. At December 31, 2011,2012, the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably affect the effective income tax rate in future periods after valuation allowances were $0. The Company has not accrued any additional interest or penalties.
The Company files income tax returns in the United States federal jurisdiction. The Company will file its U.S. federal return for the year ended December 31, 20112012 in 2012.2013. Once filed, the 20112012 U.S. federal return will be considered as open tax years. No tax returns are currently under examination by any tax authorities. The Company has not accrued any additional interest or penalties or the delinquency of our outstanding tax returns as we have incurred net losses in those periods still outstanding.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property.
The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.
In May 2010,December 2012, Nicholas Sorge, Sr. loaned the Company the sum of $2,000 for monies to use to get the Company started and$2,120 to pay for various outexpenses. Shareholder loans payable consists of pocket expenses. Ita notes payable with one of its shareholders. The notes payable bears interest at 4% per annum and is due with interest on December 31, 2018. The Company has been repaid by the Company in May 2010.accrued interest of $7 through December 31, 2012.
During 2011, Nicholas Sorge, Jr. contributed $22,150 of inventory to the Company. Since the inventory was contributed the original cost to the stockholderMr. Sorge was recorded to Additional Paid in Capital. TheAs such, the Company paid $0 and owes $0 to the stockholder.toMr. Sorge for such inventory. This inventory consisted of various different gaming items for resale.
During 2012, 77% of the Company’s revenue was derived from existing shareholders/officers of the Company.
F-10
EMPIRE GLOBAL GAMING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 20112012
NOTE 5. COMMON STOCK
The Company’s authorized Common Stock is 980,000,000 common shares with $0.001 par value.
During the year ended December 31, 2011, 801,000 shares of Common Stock were sold and issued as follows: 348,000 shares on May 9, 2011, 40,000 shares on May 23, 2011, 73,000 shares on May 31, 2011, 20,000 shares on June 15, 2011, 40,000 shares on June 22, 2011, 60,000 shares on July 1, 2011, 160,000 shares on July 5, 2011, 40,000 shares on July 13, 2011, and 20,000 shares on October 3, 2011.
As of December 31, 2012, the Company has 50,801,000 shares of Common Stock issued and outstanding.
NOTE 5.6. SUBSEQUENT EVENTS
Management evaluated all activity of the Company through March 14, 2012 (thethe issue date of the Financial Statements)Statement and noted thethere have been no subsequent events that would have a material impact on the financial statements as of and for the period ended December 31, 2011.2012 other than:
F-11
There have been no changes in or disagreements with our certified public accountants on accounting matters or financial disclosure.
Item 9a:9A: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
(a) We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in our filings and submissions under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
We completed an evaluation under the supervision and with participation of our management, including our principal executive officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and Chief Financial Officer have concluded that as of December 31, 2011,2012, such disclosure controls and procedures were effective to provide the reasonable assurance described above.
(b) There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
12
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of our Company's consolidated subsidiaries.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control-Integrated Framework."2012. Based on this assessment, management believes that, as of December 31, 2011,2012, our internal control over financial reporting was effective based on those criteria.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter ended December 31, 20112012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9b.9B. Other Information.
None.
13
Item 10: Directors, Executive Officers And Corporate Governance
Identification of Officers and Directors
The current executive officers, key employees and directors of Empire Global Gaming, Inc. are as follows:
| Name | Age | Position | Director Since |
| Nicholas Sorge, Sr. | President & Director | May 2010 | |
| Dolores Marsh | Secretary, Chief Financial Officer & Director | May 2010 |
Nicholas Sorge, Sr. is the founder and current President and Director of Empire Global Gaming, Inc. and has been since his appointment to the Board of Directors on May 11, 2010. He personally created a revolutionary new system for roulette which led him to obtain U.S. Patents pertaining to roulette and other games. He has licensed Empire Global Gaming, Inc. as the exclusive licensee for four of his patents covering fourteen roulette games. For the past 27 years Mr. Sorge has served Pallets R Us, Inc. of Bellport, New York, as its President. Pallets R Us, Inc. is an industrial pallet manufacturer servicing the tri-state area of New York, New Jersey, Connecticut and Pennsylvania since 1984.
Dolores Marsh is the current Secretary, Chief Financial Officer and Director of Empire Global Gaming, Inc. since May 11, 2010. Ms. Marsh is a native of New York and lives in Manhattan. She graduated from NYU with a BA in Business. She founded The Media Department of New York in 1980 and has served as its President and CEO for the past thirty years. The Media Department of New York is a successful independent media planning and buying company with offices in midtown and downtown New York City. The company works with national advertising agencies and clients offering them complete media capabilities. Ms. Marsh is the aunt of Mr. Sorge.
No Involvement in Certain Legal Proceedings
During the past ten years, none of our executive officers/directors have been involved in any of the following:
| 1. | A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any officer or director, or any partnership in which any officer or director was a general partner at or within two years before the time of such filing, or any corporation or business association of which any officer or director was an executive officer at or within two years before the time of such filing; |
| 2. | No officer or director was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
14
| 3. | No officer or director was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: |
| i. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment Company, bank, savings and loan association or insurance Company, or engaging in or continuing any conduct or practice in connection with such activity; |
| ii. | Engaging in any type of business practice; or |
| iii. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| 4. | No officer or director was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) of this section, or to be associated with persons engaged in any such activity; |
| 5. | No officer or director was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | No officer or director was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | No officer or director was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| i. | Any Federal or State securities or commodities law or regulation; or |
| ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | No officer or director was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
15
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities to file with the SEC statements of ownership and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file. We believe that all of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities complied with the applicable filing requirements during fiscal year 2011.2012.
Code of Ethics
We have not adopted a formal code of ethics statement. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors and many of the persons employed by the Company are independent contractors, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.
Committees
Since we do not have an audit or nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.
16
The following table sets forth the cash and non-cash compensation paid by the Company to its President and all other executive officers for services rendered to date. No salaries are being paid at the present time. There were no grants of options or SAR grants given to any executive officers during the current fiscal year.
Summary Compensation Table
| Name and principal position | Year | Salary | Bonus | Stock awards | Option awards | Non-equity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | All other compensation | Total | Year | Salary | Bonus | Stock awards | Option awards | Non-equity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | All other compensation | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nicholas Sorge, Sr. | 2010 | 0 | 0 | $ | 40,000 | (1) | 0 | 0 | 0 | 0 | $ | 40,000 | 2010 | 0 | 0 | $ | 40,000 | (1) | 0 | 0 | 0 | 0 | $ | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||
| President | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dolores Marsh | 2010 | 0 | 0 | $ | 1,000 | (1) | 0 | 0 | 0 | 0 | $ | 1,000 | 2010 | 0 | 0 | $ | 1,000 | (1) | 0 | 0 | 0 | 0 | $ | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Valuation of the shares granted to executives was based upon the fair value of the shares when granted pursuant to FASB ASC Topic 718. Shares were granted and delivered at the time of the incorporation of the Company and were for services rendered to the Company in the development of the business plan and for services to the Company in the performance of duties as officers and directors of the Company. The shares were valued at $.001 per share. We have made no provisions for cash compensation to its officers and directors. Management received 41,000,000 shares of common stock as compensation for contributing the business plan to the Company and for services. These 41,000,000 shares have been accepted as full compensation for management’s services for the first year of operation. The amounts listed in the Stock Awards column above have been calculated based upon the aggregate grant date value computed in accordance with FASB ASC Topic 718.
Employment Contracts
We currently have no employment agreements or compensatory plan or arrangement in effect with our officer/director.
Compensation Arrangements of Services Provided as a Director
We have no arrangements with our directors for compensation regarding service on the board nor has either of our directors received any compensation for service on our board during the last fiscal year.
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Item 12: Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
The following table presents certain information regarding beneficial Ownership of Empire Global Gaming, Inc.’s Common Stock as of March 28, 2012,2013, by (i) each person known by Empire Global Gaming, Inc.the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director of Empire Global Gaming, Inc.,the Company, (iii) each Namednamed Executive Officer, and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person in the table has sole voting and investment power as to the shares shown.
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned (1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned (1) | |||||||||||||
Nicholas Sorge, Sr. (2) 555 Woodside Ave. Bellport New York 11713 | 40,000,000 | 78.7% | 40,000,000 | 78.7 | % | ||||||||||||
Dolores Marsh (3) 555 Woodside Ave. Bellport New York 11713 | 1,040,000 | 2.0% | 1,040,000 | 2.0 | % | ||||||||||||
| Officers and Directors as a Group | 41,040,000 | 80.8% | 41,040,000 | 80.8 | % | ||||||||||||
| (1) | The above table is based on 50,801,000 shares of Common Stock outstanding. |
| (2) | Nicholas Sorge, Sr. is the President and Director of the Company. Mr. Sorge is the nephew of Dolores Marsh. |
| (3) | Dolores Marsh is the Secretary, Chief Financial Officer and Director of the Company. Ms. Marsh is the aunt of Mr. Sorge. |
Securities Authorized for Issuance Under Equity Compensation Plans
We presently do not have any equity based or other long-term incentive programs.
Item 13. Certain Relationships And Related Transactions, and Director Independence.
Transactions with Management and Others
Since the beginning of the 20112012 fiscal year, the following transactions, series of similar transactions, currently proposed transactions, or series of currently proposed similar transactions, to which we were or are to be a party, in which the amount involved exceeded either $120,000 or one percent of the average of our total assets at the year end of our last two fiscal years, whichever is less, and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than five percent of our Common Stock, or any member of the immediate family of any of the foregoing persons is a party areis as follows:
In December 2012, Nicholas Sorge, Sr. loaned the Company the sum of $2,000 for monies to use to get the Company started and to pay for various out of pocket expenses. It has been repaid byThe loan was in the Company.form of a note and due on December 31, 2018.
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Our common stock is not listed for trading on any national securities exchange, and as such we are not otherwise subject to the requirements of any national securities exchange or an inter-dealer quotation system with respect to the need to have a majority of our directors be independent.
In the absence of such requirements, we have elected to use the definition for “director independence” under the Nasdaq Stock Market’s listing standards, which defines an “independent director” as “a person other than an officer or employee of us or its subsidiaries or any other individual having a relationship, which in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” The definition further provides that, among others, employment of a director by us (or any parent or subsidiary of ours) at any time during the past three years is considered a bar to independence regardless of the determination of our Board of Directors.
Our Board of Directors has determined that neither Mr. Sorge nor Ms. Marsh are independent directors.
Item 14. Principal Accounting Fees and Services.
Audit Fees
The aggregate fees accrued by Paritz & Company, P.A. during the fiscal yearyears ended December 31, 20112012 and 20102011 for professional services for the audit of our financial statements and the review of financial statements included in our Forms 10-Q and SEC filings were $11,200 and $12,000$11,200 respectively.
Audit-Related Fees
Paritz & Company, P.A. did not provide, and did not bill, and it was not paid any fees for, audit-related services in the fiscal years ended December 31, 20112012 and 2010.2011.
Tax Fees
Paritz & Company, P.A. did not provide, and did not bill, and was not paid any fees for, tax compliance, tax advice, and tax planning services for the fiscal years ended December 31, 20112012 and December 31, 2010.2011.
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All Other Fees
Paritz & Company, P.A. did not provide, and did not bill, and were not paid any fees for, any other services in the fiscal years ended December 31, 20112012 and 2010.2011.
Audit Committee Pre-Approval Policies and Procedures
The entire Board of Directors, acting as the Audit Committee shall pre-approve all audit engagement fees and terms and pre-approve any other significant compensation to be paid to the independent registered public accounting firm. No other significant compensation services were performed for us by Paritz & Company, P.A. during 20112012 and 2010.2011.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| Exhibit No. | Description | ||||
| 3.1 (1) | Articles of Incorporation. | ||||
| 3.2 (1) | ByLaws. | ||||
| 4.1 (1) | Specimen Stock Certificate. | ||||
| 10.1 (1) | License Agreement dated May 12, 2010 between the Company and Nicholas M. Sorge Sr. | ||||
| 31.1 (2) | Certification of Chief Executive Officer filed pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Act of 1933. | ||||
| 31.2 (2) | Certification of Chief Financial Officer filed pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Act of 1933. | ||||
| 32 (2) | Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101* | The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, | ||||
| (1) | Filed with the Registrant’s Registration Statement on Form S-1 filed September 22, 2010 and incorporated herein by reference. | ||||
| (2) | Filed herewith. | ||||
* Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Empire Global Gaming, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th28th day of March, 2012.2013.
EMPIRE GLOBAL GAMING, INC.
By: /s//s/ Nicholas Sorge, Sr.,
Nicholas Sorge, Sr.,
President and Director
By:/s/ /s/ Dolores Marsh
Dolores Marsh,
Chief Financial Officer, Secretary and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
| NAME | TITLE | DATE | ||
/s/ Nicholas Sorge, Sr. | Principal Executive Officer, President and Director | March | ||
| Nicholas Sorge, Sr. | ||||
| /s/ Dolores Marsh | Chief Financial Officer, Secretary and Director | March | ||
| Dolores Marsh |
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