LAW and MEDIATION OFFICES
HENRY C. CASDEN
77-770 COUNTRY CLUB DRIVE, SUITE E
PALM DESERT, CALIFORNIA 92211
TELEPHONE: 760.989.4030
FACSIMILE: 760.406.5799
Founding Member Mediation Panel
Riverside County Superior Court
Graduate Straus Institute for
Alternative Dispute Resolution
By Facsimile (703) 813-6967
By Edgar Filing
December 7, 2010
Mr. Donald Field
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549
Re: | Empire Global Gaming (“EGGI”) | |
Response Letter for Amendment 2 on Registration Statement on Form S-1 | ||
Filed December 7, 2010 | ||
File No. 333-169531 |
Dear Mr. Field:
This letter is written in response to your comment letter to EGGI dated November 30, 2010. We have endeavored to respond to your comments and to make changes that you have requested in the above referenced comment letter and in that regard we will be sending you the amended S-1 filing together with another “mark-up draft” indicating all of the changes made therein by edgar filing. Please note that our numbering of the paragraphs below are consistent with the numbers of the comments in your letter of November 30, 2010. The filing contemporaneous to this letter is Amendment No. 2. Please also note also that page numbers may have changed because of the inclusion of additional text required to conform the S-1 Amendment 2 to include your comments and requested changes.
Registration Statement Cover Page
1. Please note changes made.
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Prospectus Cover Page
2. Please note the date of the end of the offering.
Prospectus Summary
Our Business
3. Please note additional wording per your comment.
4. See changes made.
5. See changes made.
6. So changed per comment.
7. See changes made.
8. See changes made.
Summary Financial Data
9. Change made.
Use of Proceeds
10. See changes made consistent with comments.
11. See changes made consistent with comments.
12. We have included the line item of the Underwriting Cost of $22,150 to show that amount being an expense reducing the proceeds to calculate net proceeds. We have not double counted this and the net proceeds we believe are correct on that line item.
Dilution
13. Made changes as requested.
14. Made changes as requested.
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Directors, Executive Officers, Promoters and Control Persons
Identification of Officers and Directors
15. We have deleted the last four sentences of Mr. Sorge’s biography per your request.
Market for Common Equity and Related Stockholder Matters
Shares Eligible for Future Sale
16. So changed per comment.
OTC Bulletin Board
17. So changed per comment.
Interest of Named Experts
18. Henry Casden, attorney, has received 2,500,000 shares which were valued at the time of issuance at $2,500 since they were issued at par value. The value of the shares are far below $50,000 and therefore do not meet the threshold amount of Item 509 of Regulation S-K.
Description of Business
Company Overview, Business Development, History and Organization
19. See changes in the description of the business inserted into the paragraph referenced in your comment letter.
20. See language inserted to cover comment.
21. See language inserted to respond to your comment.
Plan of Operations-In General
22. See changes made.
23. See changes made in “Patents” page 32 and 33.
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24. We have eliminated the marketing language.
Management’s Discussion and Analysis of Financial Condition and Plan of Operation
Going Concern
25. Changed pursuant to comments.
Cash Flows and Capital Resources
26. Changes made as requested.
Certain Relationships and Related Party Transactions
Transactions with Management and Others
27. Changes made as requested.
Executive Compensation
28. See changes made.
Audited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
29. See changes made.
30. See changes made.
Age of Financial Statements
31. See changes made.
Accountant’s Consent
32. See changes made
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33. See language added to accountant’s consent.
Signatures, page II-7
34. See changes made.
35. See changes made.
Exhibit 10.1, License Agreement
36. See changes made.
We look forward to completion of the above comment process and to obtain an effective date of the registration statement as soon as possible. Thank you.
Very truly yours,
/s/ Henry C. Casden
HENRY C. CASDEN
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