Pershing Gold Corp. - FORM S-1/A

Attached files

file	filename
EX-21.1 - LIST OF SUBSIDIARIES - Pershing Gold Corp.	sagebrushex211.htm
EX-23.1 - CONSENT OF J.H. COHN LLP - Pershing Gold Corp.	sagebrushex231.htm
EX-10.19 - UNANIMOUS SHAREHOLDER AGREEMENT, DATED APRIL 26, 2011 - Pershing Gold Corp.	sagebrushex1019.htm
EX-10.11 - FORM OF PROMISSORY NOTE - Pershing Gold Corp.	sagebrushex1011.htm
EX-10.21 - REVOLVING DEMAND LOAN ACKNOWLEDGMENT LETTER TO CII AND DENIS BENOIT, DATED APRIL 26, 2011 - Pershing Gold Corp.	sagebrushex1021.htm
EX-10.22 - REVOLVING DEMAND LOAN ACKNOWLEDGMENT LETTER TO CAPITAL HOEDOWN INC., DATED APRIL 26, 2011 - Pershing Gold Corp.	sagebrushex1022.htm
EX-10.20 - MANAGEMENT SERVICES AGREEMENT, DATED APRIL 26, 2011 - Pershing Gold Corp.	sagebrushex1020.htm
EX-10.17 - SEVERANCE AGREEMENT AND RELEASE - Pershing Gold Corp.	sagebrushex1017.htm

Registration No. 333-171925

As filed with the Securities and Exchange Commission on June 15, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SAGEBRUSH GOLD LTD.

(Exact name of registrant as specified in its charter)

Nevada	7990	26-0657736
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1640 Terrace Way

Walnut Creek, California 94597

(925) 930-6338

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sheldon Finkel, Chief Executive Officer

110 Greene Street, Suite 403

New York, New York 10012

(212) 810-6193

David Rector, President

1640 Terrace Way

Walnut Creek, California 94597

(925) 930-6338

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Harvey J. Kesner, Esq.

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by a 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. (Check One):

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-accelerated Filer ¨	Smaller Reporting Company x

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price		Amount of registration fee
Primary Offering
Common stock, par value $0.0001 per share		(2)	$	25,000,000	$	2,902.50
Secondary Offering
Common stock, par value $0.0001 per share	(3)
Total					$	2,902.50	*

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Act”), this registration statement shall be deemed to cover any additional number of shares of common stock as may be issued from time to time upon exercise of the warrants or options to prevent dilution as a result of stock splits, stock dividends or similar transactions. No additional consideration will be received for the common stock, and therefore no registration fee is required pursuant to Rule 457(i) under the Act.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o).

(3)

We intend to identify the shares to be offered by the selling stockholders through one or more amendments to be filed to this Registration Statement.

* $5,224.50 previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be used in connection with a public offering of shares of our common stock having an aggregate initial offering price of up to $25,000,000 (the "Prospectus") and one to be used in connection with the potential resale by certain selling stockholders of shares of our common stock (the "Selling Stockholder Prospectus"). We intend to identify the shares to be offered by the selling stockholders through one or more amendments to be filed to this Registration Statement. The Prospectus and Selling Stockholder Prospectus will be identical in all respects except for the alternate pages for the Selling Stockholder Prospectus included herein which are labeled "Alternate Page for Selling Stockholder Prospectus."

The Selling Stockholder Prospectus is substantively identical to the Prospectus, except for the following principal points:

•

they contain different outside and inside front covers;

•

they contain different Offering sections in the Prospectus Summary section on page 7;

•

they contain different Use of Proceeds sections on page 34; and

•

a Selling Stockholder section is included in the Selling Stockholder Prospectus beginning on page 48.

The Company has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Selling Stockholder Prospectus as compared to the Prospectus.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 15, 2011

PRELIMINARY PROSPECTUS

OFFERING UP TO ______ SHARES

Sagebrush Gold Ltd.

This prospectus relates to a public offering of _______ shares of our common stock, par value $0.0001 per share. We are not required to sell any specific dollar amount or number of shares of common stock but will use our best efforts to sell all of the shares of common stock being offered. The Company offering expires on the earlier of (i) the date upon which all of the shares of common stock being offered have been sold, or (ii) 24 months following the date of this prospectus.

We will bear all costs relating to the registration of these shares of our common stock.

Our common stock is quoted on the OTC Bulletin Board under the symbol “SAGE.OB” (formerly “EXCX.OB”). The last reported sale price of our common stock as reported by the OTC Bulletin Board on June 10, 2011 , was $1.44 per share.

Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” beginning on page 9 of this prospectus before making a decision to purchase our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We intend to engage one or more placement agents in connection with this offering. The placement agents will not purchase or sell any of our securities, nor will they be required to arrange for the purchase and sale of any specific number or dollar amount of securities, other than to use their “best efforts” to arrange for the sale of securities by us. We have not arranged to place the funds in an escrow, trust or similar account.

Price to

Public

Placement

Agent Fees

Proceeds,

Before

Expenses, to

Per Share

Total

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

The date of this prospectus is June *, 2011

TABLE OF CONTENTS

	Page

Prospectus Summary	5

Special Note Regarding Forward Looking Statements	8

Summary Consolidated Financial Data	9

Risk Factors	10

Use of Proceeds	34

Dilution	34

Market for Our Common Stock and Related Stockholder Matters	35

Dividend Policy	36

Selected Consolidated Financial Data	36

Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Business	52

Management	69

Executive Compensation	72

Certain Relationships and Related Transactions	77

Security Ownership of Certain Beneficial Owners and Management	80

Description of Securities	81

Plan of Distribution	84

Legal Matters	87

Experts	87

Where You Can Find Additional Information	87

Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms “the Company,” “we,” “us,” and “our” refer to Sagebrush Gold Ltd., formerly known as The Empire Sports & Entertainment Holdings Co., and its subsidiary, The Empire Sports & Entertainment, Co.

Overview

We were formerly known as The Empire Sports & Entertainment Holdings Co. and changed our name to Sagebrush Gold Ltd. in order to reflect additional businesses to be pursued by us. Following the departure, in March 2011, of a senior executive officer responsible for developing our sports and entertainment projects, we evaluated several new business opportunities. During May 2011, we were presented with an opportunity to acquire, in consideration for the issuance of 21,000,000 shares of our common stock (which includes common stock underlying 8,000,000 shares of our Series B Convertible Preferred Stock), certain leases with the potential to pursue natural resource exploration, primarily precious metals, as a junior gold exploration company. As a result, our Board of Directors determined to pursue such acquisition. We appointed a new President, David Rector, with resource and exploration experience, and appointed a Chief Geologist. Our management conducted due diligence and management and their advisors concluded that the Nevada claims were conducive to exploration for gold. However, no deposits have been identified on the leased properties. We will, as a result, be engaged in two primary lines of business, through separate subsidiaries, consisting of resource exploration and sports and entertainment.

Through our subsidiary “The Empire Sports & Entertainment, Co.”, we are engaged in the business of live entertainment as a promoter and producer of entertainment events such as concerts, music festivals, pay-per-view programming and other live events . Our goal is to become a leader in integrated promotion, production, and marketing for a broad variety of live events in sports and music . We promote or produce live music and entertainment shows and sporting events, such as professional boxing and mixed martial arts (MMA). We generate revenue primarily through promoter fees and sharing arrangements with performers and athletes and production of concerts and events. These revenues are expected to consist primarily of sponsorship, advertising and concession fees, ticket sales (“gate”), televised revenue (Pay-Per-View) and media distribution. We believe there may also be opportunities to integrate social media, interactive gaming and social networking technologies directly with our live events and derive additional revenue from our events. Our current operations are primarily focused on the entertainment line of our business and particularly in music festivals. For example, we have entered into a joint venture with respect to promotion of a summer music festival known as the Capital Hoedown to be held in Ottawa, Canada, which headlines Kenny Chesney and Carrie Underwood, on August 11-13, 2011.

Through our subsidiary “Arttor Gold, LLC”, a Nevada limited liability company (“Arttor Gold”), we have the rights to explore on two properties, known as Red Rock and North Battle Mountain. The exploration rights to these properties are evidenced by leases between Arttor Gold and F.R.O.G. Consulting, LLC, a Nevada limited liability company (”FROG”)(an affiliate of Arthur Leger, our chief geologist), which acquired its rights to these properties from the Federal Bureau of Land Management by staking claims.

We plan to initially conduct exploration for gold at Red Rock. Our property currently has no known gold deposits. We have commenced planning for these initial exploration activities. We plan to seek to acquire additional exploration opportunities. Our exploration staff consists of our Chief Geologist, Arthur Leger, and the actual drilling and related activities will be outsourced. We plan to engage independent engineers, contractors and consultants on an as-needed basis. We cannot assure that any commercially exploitable gold deposit will be found on our properties or if found, will be of sufficient quality or quantity to justify removal and mining.

Our History

We were incorporated under the laws of the State of Nevada on August 2, 2007 to be a web-based service provider and consulting company. On November 28, 2007, we entered into a license agreement with a third party to use their software on a non-exclusive basis. We later determined that we were unable to implement the software with clients. As a result, on December 29, 2009, we entered into a termination agreement. On September 27, 2010, we amended and restated our Articles of Incorporation in order to, among other things, change our name to The Empire Sports & Entertainment Holdings Co.

Our wholly-owned subsidiary, The Empire Sports & Entertainment, Co. (“Empire”) began operations in 2009. Certain of our assets were acquired from Golden Empire, LLC (“Golden Empire”), a New Jersey limited liability company and as a result our financial statements and results of operations includes certain information regarding the operations of Golden Empire, although we did not acquire Golden Empire. In May 2010, Empire entered into a series of assignment and assumption agreements with Golden Empire, pursuant to which Golden Empire assigned all of its rights, title and interest in certain promotion rights agreements with various professional boxers to Empire. As of December 31, 2010, we had total assets of $2,777,672. For the period from February 10, 2010 (Inception) through December 31, 2010, we recorded a net loss of $2,022,497.

On September 29, 2010, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Empire and the shareholders of Empire. Upon closing of the transaction contemplated under the Exchange Agreement (the “Share Exchange”), the Empire Shareholders transferred all of the issued and outstanding capital stock of Empire to us in exchange for shares of our common stock. Such Share Exchange caused Empire to become a wholly-owned subsidiary of the Company. Following the Share Exchange, we succeeded to the business of Empire as our sole line of business.

At the closing of the Share Exchange, each share of Empire’s common stock issued and outstanding immediately prior to the closing of the Share Exchange was exchanged for the right to receive one share of our common stock. Accordingly, an aggregate of 19,602,000 shares of our common stock were issued to the Empire Shareholders.

On October 8, 2010, we entered into an Agreement of Conveyance, Transfer of Assets and Assumption of Obligations (the “Conveyance Agreement”) with our wholly-owned subsidiary, Excel Global Holdings, Inc. (“SplitCo”). Pursuant to the Conveyance Agreement, we transferred all of the assets and liabilities associated with our web-based consulting services business to SplitCo. We also entered into a stock purchase agreement (the “Purchase Agreement”) pursuant to which we sold all of the outstanding capital stock of SplitCo to certain purchasers (the “Split-Off”) in exchange for 17,596,603 shares of our common stock held by the purchasers which were thereafter cancelled (the “Share Cancellation”).

The foregoing description of certain changes to our Certificate of Incorporation, the Share Exchange and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of (i) the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 4, 2010, (ii) the Share Exchange Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on October 5, 2010, (iii) the Conveyance Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 12, 2010, and (iv) the Stock Purchase Agreement, which was filed with the SEC as Exhibit 10.2 to our Current Report on Form 8-K filed on October 12, 2010, each of which is incorporated herein by reference.

Following the closing of the Share Exchange and the Share Cancellation there were 22,135,805 shares of common stock issued and outstanding, which excludes 2,800,000 shares of common stock reserved for issuance under our 2010 Equity Incentive Plan and 250,000 shares of our common stock issuable upon exercise of options issued to one of our executive officers.

On May 16, 2011, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada in order to change our name to “Sagebrush Gold Ltd.” from “The Empire Sports & Entertainment Holdings Co.” The name change became effective and a new symbol was issued by FINRA for the Company’s common stock on June 1, 2011.

On May 24, 2011, we entered into four limited liability company membership interests purchase agreements (the “Agreements”) with the owners of Arttor Gold. Each of the owners of Arttor Gold (the “Members”), sold their interests in Arttor Gold in privately negotiated sales resulting in the Company acquiring one hundred percent (100%) of Arttor Gold. Prior to the sale our President, David Rector, owned approximately 9.5% of Arttor Gold. 2,000,000 shares of our Common Stock were issued to Mr. Rector. Arthur Leger, who the Company intends to engage as its chief geologist, also received 2,000,000 shares of Common Stock in exchange for his approximate 9.5% membership interest in Arttor Gold. Arttor Gold leases from Mr. Leger certain claims in the State of Nevada which the Company intends to explore, and Arttor Gold also holds approximately $2,000,000 of cash acquired by the Company at closing.

Pursuant to the Agreements, in addition to 2,000,000 shares of Common Stock issued to each of Mr. Rector and Mr. Leger (4,000,000 total), the Company issued an additional 8,000,000 shares of a class of preferred stock, designated Series B Convertible Preferred Stock, par value $0.0001 per share, (the “Series B Preferred Stock”) and 9,000,000 shares of Common Stock (including 7,000,000 shares of Common Stock to its principal investor Frost Gamma Investments Trust (“FGIT”)). After giving effect to the foregoing, and assuming the conversion into Common Stock of the Series B Preferred Stock, the Company will have an additional 21,000,000 shares of its Common Stock, on a fully-diluted basis, outstanding following the transaction.

Each share of Series B Preferred Stock is convertible into one share of Common Stock, and has a liquidation preference equal to $0.0001 per share. Shares of Common Stock issued pursuant to the Agreements are subject to lockup agreements which restrict certain sales, transfers and assignments for a period of 24 months unless there has occurred a change of control of the Company, the Board of Directors (the “Board”) terminates the lockup provisions or a minimum of 1,000,000 ounces of gold deposits are removed from the Arttor lease properties. The lockup agreements do not apply to shares of Common Stock underlying the Series B Preferred Stock. Upon termination of the lockup period with respect to the Arttor Gold Agreements, similar prior lockup agreements with other shareholders of the Company in effect on the closing date are also required to be terminated.

On May 24, 2011, the Company entered into an agreement with FGIT pursuant to which the Company agreed that in connection with any private offering completed within six months, the Company shall make available to FGIT the same terms (including terms related to anti-dilution price protection, registration rights, dividends and similar terms and provisions) provided to investors in such private placement with respect to the 7,000,000 shares of Common Stock of the Company issued to FGIT.

Also on May 24, 2011 and prior to the closing of the limited liability company membership interests purchase agreements, the Members adopted the Amended and Restated Operating Agreement of Arttor Gold (the “Operating Agreement”). The Operating Agreement provides that Arttor Gold be managed by the Members and that the Members may appoint an officer or officers to manage the business of Arttor Gold. No Member may transfer any portion of his or its interest in Arttor Gold without the unanimous written consent of all of the Members, provided, however, that any Member may transfer all or any portion of his or its membership interest to any other Member. The owners of the majority of the membership interests shall determine the timing, form and amount of distributions, which shall be made to the Members pro rata in accordance with their respective ownership interests.

On June 3, 2011 David Rector was appointed sole manager of Arttor Gold.

Principal Executive Offices

Our principal executive offices have changed and are located at 1640 Terrace Way, Walnut Creek, California 94597 and our telephone number has changed to (925) 930-6338 . We maintain a website at www.theempirese.com and at www.sagebrushgold.com . The information on our website is not incorporated into this prospectus.

The Offering

Securities offered by us		[_____________]

Common stock outstanding before the offering		44,945,808 shares . (1)

Common stock to be outstanding after the offering		[__________] shares. (2)

Use of proceeds		We will not receive any proceeds from the sale of the common stock by the selling stockholders. We intend to use the proceeds from the sale of the securities by the Company as described in “Use of Proceeds”.

OTB Bulletin Board Symbol		SAGE.OB

Risk Factors		You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 9 of this prospectus before deciding whether or not to invest in our common stock.

(1)

Represents the number of shares of our common stock outstanding as of June 15, 2011, and includes 21,000,000 shares issued in connection with the acquisition of Arttor Gold . Excludes (i) 2,800,000 shares of our common stock issuable upon exercise of options reserved under the 2010 Equity Incentive Plan, and (ii) 250,000 share of common stock issuable upon exercise of options issued to one of our executive officers.

(2)	Excludes (i) 2,800,000 shares of our common stock issuable upon exercise of options reserved under the 2010 Equity Incentive Plan, and (ii) 250,000 share of common stock issuable upon exercise of options issued to one of our executive officers.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations, and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include the risks described in greater detail in the following paragraphs. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information.

Summary Consolidated Financial Data

The following tables set forth our summary statement of operations data for the period from November 30, 2009 (inception) to December 31, 2009, and for the period from February 10, 2010 (inception) to December 31, 2010, and for the three months ended March 31, 2011 , and our summary balance sheet data as of December 31, 2009 and 2010 and as of March 31, 2011 . Our statement of operations data for the period from November 30, 2009 (inception) to December 31, 2009, and for the period from February 10, 2010 (inception) to December 31, 2010 and our balance sheets dated as of December 31, 2009 and 2010 is derived from our audited consolidated financial statements included elsewhere in this prospectus. Our statement of operations data for the three months ended March 31, 2011 is derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus.

The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

Statement of Operations Data:

	For the period from November 30, 2009 (inception) to December 31, 2009 (1)			For the period from February 10, 2010 (Inception) to December 31, 2010

Net revenues	$	-		$	906,639
Operating expenses		53,051			2,918,416
Loss from operations		(53,051	)		(2,011,777	)
Interest expense and other financial costs, net		-			(10,720	)
Net loss		(53,051	)		(2,022,497	)

Balance Sheet Data:

		December 31, 2009 (1)			December 31, 2010
Working capital (deficit)		$	(30,551	)	$	2,055,157
Total assets			15,386			2,777,672
Total liabilities			45,937			101,329
Accumulated deficit			(53,051	)		(2,075,548	)
Total stockholders’ equity			(30,551	)		2,676,343

(1)	Represents financial statement data of Golden Empire, LLC, the predecessor of The Empire Sports & Entertainment, Co.

The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

Statement of Operations Data:

	For the Three Months Ended March 31, 2011

Net revenues	$	291,200
Operating expenses		1,178,136
Loss from operations		(886,936	)
Interest expense and other financial costs, net		(401,426)
Net loss		(1,288,362	)

Balance Sheet Data:

	March 31, 2011
Working capital	$	4,690,484
Total assets		8,387,834
Total liabilities		3,153,305
Accumulated deficit		(3,423,522	)
Total stockholders’ equity		5,234,529

RISK FACTORS

RISKS RELATING TO OUR ENTERTAINMENT BUSINESS AND INDUSTRY

Our business is highly sensitive to public tastes and dependent on our ability to secure popular artists and athletes and other events. We may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for our services.

Our ability to generate revenue from music and sports operations is highly sensitive to rapidly changing public tastes and dependent on the availability of popular artists, athletes and events. Declines in general economic conditions could result in our fans or potential fans having less discretionary income to spend on our live and televised entertainment and branded merchandise, which could have an adverse effect on our business and/or prospects. Our success depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to create and perform live content, any unwillingness to tour or lack of availability of popular artists or athletes could limit our ability to generate revenue. In particular, there are a limited number of artists and athletes that can headline a North American or global tour or event who can sell out larger venues, including many of our anticipated amphitheaters. If those key artists do not continue to tour, or athletes are not willing or able to obtain successful matches, or if we are unable to secure the rights to their future tours or matches, then our business would be adversely affected.

In addition, live music is typically booked for music tours from one to four months in advance of the beginning of the tour and often an agreement to pay an artist a fixed guaranteed amount is required prior to our receiving any operating income. Therefore, if the public is not receptive to the tour, or we or a performer cancel the tour, we may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as foregone revenue we could have earned at booked venues. We may be able to secure cancellation insurance policies but such policies to cover a portion of our losses if a performer cancels a tour may not be sufficient, we may choose not to procure such policies, and they are subject to deductibles. Furthermore, consumer preferences change, from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our services, which would adversely affect our operating results and profitability.

Our entertainment operations are seasonal and may be affected by declines in general economic conditions.

Our financial results and cash needs will vary from quarter to quarter and year to year depending on, among other things, the timing of tours and events, cancellations, capital expenditures, seasonal and other fluctuations in our operating results, the timing of guaranteed payments and receipt of ticket sales, financing activities, acquisitions and investments and receivables management. Because our results will vary significantly from quarter to quarter and year to year, our financial results for one quarter or year cannot necessarily be compared to another quarter or year and may not be indicative of our future financial performance in subsequent quarters or years. Typically, the financial performance for live entertainment is in the first and fourth quarters of the calendar year as outdoor venues are primarily used, and festivals primarily occur, during May through September. In addition, the timing of tours of top grossing acts can impact comparability of quarterly results year over year and potentially annual results.

We have incurred net losses and may experience future net losses.

Our operating results from continuing operations have been adversely affected by, among other things, event profitability and overhead costs. For the period February 10, 2010 to December 31, 2010, we recorded a net loss of $2,022,497. We expect to continue to incur net losses for the foreseeable future. We may face reduced demand for our events and other factors that could adversely affect our results of operations in the future. We cannot predict whether we will achieve profitability in future periods or at all.

We may be adversely affected by the current, or any future, general deterioration in economic conditions, which could affect consumer and corporate spending and, therefore, significantly adversely impact our entertainment-related operating results.

A decline in attendance at or reduction in the number of live events may have an adverse effect on our revenue and operating income. In addition, during past economic slowdowns and recessions, many consumers reduced their discretionary spending and advertisers reduced their advertising expenditures. The impact of slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and our ability to generate revenue. The risks associated with our businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live events.

Our entertainment business depends on discretionary consumer and corporate spending. Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, fuel prices, interest and tax rates and inflation which can significantly impact our operating results. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact our operating results. These factors can affect attendance at our events, premium seat sales, sponsorship, advertising and hospitality spending, concession and souvenir sales, as well as the changes in our industry. Negative factors such as challenging economic conditions, public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor can impact our results more than another. There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any further or future deterioration in economic conditions, thereby possibly impacting our operating results and growth.

Loss of our management and other personnel could result in the loss of key events and negatively impact our entertainment business.

The event business is uniquely dependent upon personal relationships, as promoters and executives within the company leverage their existing network of relationships with artists, athletes, agents and managers in order to secure the rights to the live tours and events which are critical to our success. Due to the importance of those industry contacts to our business, the loss of any of our officers or other key personnel could adversely affect our operations.

Our future success depends, to a significant extent, on the continued services of our senior management, particularly Sheldon Finkel, our Chief Executive Officer. Moreover, we do not have key-man insurance on Mr. Finkel. The loss of Mr. Finkel or certain other employees, would have a material and adverse effect on our business. Competition for talented personnel throughout our industry is intense and we may be unable to retain our current key employees or attract, integrate or retain other highly qualified employees in the future. We have in the past experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business could be adversely affected.

We face intense competition in live music and entertainment, ticketing and artist/athlete services industries, and we may not be able to maintain or increase our current revenue, which could adversely affect our financial performance.

The industry in which we compete is a rapidly evolving, highly competitive and fragmented. We expect competition to intensify in the future. There can be no assurance that we will be able to compete effectively. We believe that the main competitive factors in the sports, entertainment and media industries include personal and professional relationships, trust and access to capital in order to develop a roster of talent and media relationships that provide returns on the Company’s investments. Many of our competitors are established, profitable and have strong attributes in many, most or all of these areas. They may be able to leverage their existing relationships to offer alternative products or services at more attractive pricing or with better organizational or financial support. Other companies may also enter our markets with better athletes, greater financial and human resources and/or greater brand recognition. Competitors may continue to evolve and improve or expand current offerings and introduce new talent. We may be perceived as relatively too small, untested or possessing a poor track record inasmuch as similar business models developed in the past have failed to produce successful performance or returns to investors to succeed, which may be hurtful to our success relative to the competition. To be competitive, we will have to invest significant resources in business development, advertising and marketing. We may also have to rely on strategic partnerships for critical branding and relationship leverage, which partnerships may or may not be available or sufficient. There are no assurances that we will have sufficient resources to make these investments or that we will be able to make the advances necessary to be competitive. Increased competition may result in price inflation for talent, reduced gross margins from our media and other relationships and loss of market share. Failure to compete successfully against current or future competitors could have a material adverse effect on the Company’s business, operating results and financial condition.

We compete in the live music and sports industries and within these industries we compete with venues to book performers, athletes and events, and, in the markets in which we promote concerts and events, we face competition from other promoters and venue operators. Our competitors compete with us for key employees who have relationships with popular artists and athletes that have a history of being able to book such artists for concerts and tours or athletes for fights or other events. These competitors have already and may continue to engage in extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential artists and athletes. Our competitors have already developed many of the elements that are important to our success, as we are a newcomer in the industry, and they may continue to develop services, advertising options or venues that are equal or superior to those we utilize or that achieve greater market acceptance and brand recognition than we achieve. It is possible that new competitors may emerge and rapidly acquire significant market share.

We do not presently have ticketing capabilities, but rely on others for ticketing services. Our ticketing vendors compete in the ticketing industry with other vendors and intense competition in the ticketing industry could cause the proceeds from our ticketing to decline, although immaterial at present. There can be no assurance that we will be able to compete successfully in the future with existing or potential competitors or that competition will not have an adverse effect on our business and financial condition. We may face direct competition in the live music industry with our prospective or current primary ticketing clients, who primarily include live event content providers (such as owners or operators of live event venues) and face similar competition in the sporting event industry. If we were to enter the ticketing business directly , direct competition with our prospective or current primary ticketing clients could result in a decline in the number of clients we may obtain and a decline in the volume of our ticketing services business, which could adversely affect our business and financial condition, although at the present, our direct ticketing business revenue is immaterial.

Other variables that could adversely affect our financial performance by, among other things, leading to decreases in overall revenue, the number of sponsors, event attendance, ticket prices or profit margins include:

	•	an increased level of competition for advertising dollars, which may lead to lower sponsorships as we attempt to retain advertisers or which may cause us to lose advertisers to our competitors offering better programs that we are unable or unwilling to match;
	•	unfavorable fluctuations in operating costs, including increased guarantees to performers and athletes, which we may be unwilling or unable to pass through to our customers via ticket prices;
	•	our competitors may offer more favorable terms than we do in order to obtain agreements for new venues or to obtain events for the venues they operate;
	•	technological changes and innovations that we are unable to adopt or are late in adopting that offer more attractive entertainment alternatives than we currently offer, which may lead to reduction in attendance at live events, a loss of ticket sales or to lower ticket prices;
	•	other entertainment options available to our audiences that we do not offer;
	•	unfavorable changes in labor conditions which may require us to spend more to retain and attract key employees; and
	•	unfavorable shifts in population and other demographics which may cause us to lose audiences as people migrate to markets where we have a smaller presence, or which may cause sponsors to be unwilling to pay for sponsorship and advertising opportunities if the general population shifts into a less desirable age or geographical demographic from an advertising perspective.

We believe that barriers to entry into the live music and into the sports promotion business are low and that local promoters, Internet based businesses and others are increasingly expanding the scope of their operations.

The speculative nature of the entertainment industry may result in our inability to develop performers or athletes that receive sufficient market acceptance for us to be successful.

Certain segments of the entertainment industry are highly speculative and historically have involved a substantial degree of risk. If we are unable to produce products or services that receive sufficient market acceptance we may not generate sufficient revenues to maintain our operations and our business will be unsuccessful.

We may not be able to successfully implement our business model which is subject to inherent uncertainties.

Our business is predicated on our ability to attract athletes and artists, advertisers and persons willing to pay subscriptions in order to view our events in the appropriate medium. We cannot assure that there will be a large enough audience for our programs or that prospective fans or participants will agree to pay the prices that we propose to charge. In the event our customers resist paying the prices we set for our programs, our business, financial condition, and results of operations will be materially and adversely affected.

We must respond to and capitalize on rapid changes in consumer behavior resulting from new technologies and distribute programs and media content in order to become and remain competitive and exploit new opportunities.

Technology in the entertainment and sports arenas is changing rapidly and Internet and mobile viewership is still relatively new and untested. If we are unable to adapt to advances in technologies, distribution outlets and content transfer and storage (legally or illegally) to ensure that our programs remain desirable and widely available to our audiences while protecting our intellectual property interests our revenues and results of operations will be negatively impacted . The ability to anticipate and take advantage of new and future sources of revenue from these technological developments will affect our ability to secure revenue and expand our business. If we cannot ensure that our content is responsive to the lifestyles of our target audiences and capitalize on technological advances, our revenues will decline which may cause us to curtail operations or be unable to take advantage of opportunities.

The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

In the processing of consumer transactions, we may receive, transmit and store personally identifiable information and other user data. The sharing, use, disclosure and protection of this information are subject to privacy and data security expectations , laws and regulations, which are evolving . We do not have any procedures in place or policies for handling personally identifiable information other than as are generally available to vendors from transaction processing companies. Federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data may be asserted by individuals or groups that may claim we are responsible for security lapses or breaches. Personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted. We could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.

We may also become exposed to potential liabilities as a result of differing views on the privacy of the consumer and other user data collected by our business. The failure of us and/or the various third-party vendors and service providers with which we do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of our business, discourage potential users from trying the products and services that we offer and/or result in fines and/or proceedings by governmental agencies and/or consumers, one or all of which could adversely affect our business, financial condition and results of operations.

Poor weather may adversely affect attendance at our events, which could negatively impact our financial performance and entertainment business.

We expect to promote many outdoor events. Weather conditions surrounding these events affect sales of tickets, concessions and merchandise, among other things. Poor weather conditions can have a material effect on our results of operations particularly because we expect to promote a finite number of events. Due to weather conditions, we may be required to reschedule an event to another available day or a different venue, which would increase our costs for the event and could negatively impact the attendance at the event, as well as food, beverage and merchandise sales. Poor weather can affect current periods as well as successive events in future periods. If we are unable to reschedule events due to poor weather, we may be forced to issue refunds for those events.

Our entertainment businesses may be adversely affected by the occurrence of extraordinary events.

The occurrence and threat of extraordinary events, such as terrorist attacks, intentional or unintentional mass-casualty incidents, natural disasters or similar events, may substantially decrease the use of and demand for our services and the attendance at events, which may decrease our revenue or expose us to substantial liability. The terrorism and security incidents in the past, military actions in foreign locations, and periodic elevated terrorism alerts can be expected to negatively impact us, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.

Following past extraordinary events, some performers and athletes refused to travel or book tours or events, which if it were to occur to our performers or athletes, could adversely affect our business. The occurrence or threat of future terrorist attacks, military actions by the United States, contagious disease outbreaks, natural disasters such as earthquakes and severe floods or similar events cannot be predicted, and their occurrence can be expected to negatively affect the economies of the United States and other foreign countries where we expect to do business.

Costs associated with, and our ability to obtain adequate insurance could adversely affect our profitability and financial condition.

We may experience increased difficulty obtaining insurance coverage at all or at reasonable costs, including coverage for acts of terrorism. We may have a material investment in property and equipment that may be located at venues, which are generally located near major cities and which hold events typically attended by a large number of fans.

These operational, geographical and situational factors, among others, may result in significant increases in insurance premium costs and difficulties obtaining sufficiently high policy limits with deductibles that we believe to be reasonable. We cannot assure that future increases in insurance costs and difficulties obtaining high policy limits will not adversely impact our profitability, thereby possibly impacting our operating results and growth.

In addition, we enter into various agreements with artists and athletes from time to time, including artists and athletes . The profitability of those arrangements depends upon those artists’ willingness and ability to continue performing, and we may not be able to obtain sufficient insurance coverage at reasonable costs to adequately protect us against the death, disability or other failure to continue engaging in revenue-generating activities under those agreements.

We cannot guarantee that our insurance policy coverage limits, including insurance coverage for property, casualty, liability, artists and business interruption losses and acts of terrorism, would be adequate under the circumstances should one or multiple events occur at or near any of our events, or that our insurers would have adequate financial resources to sufficiently or fully pay our related claims or damages. We cannot guarantee that adequate coverage limits will be available, offered at reasonable costs, or offered by insurers with sufficient financial soundness. The occurrence of such an incident or incidents affecting any one or more venues, even if such an incident did not involve any events put on by us , could have a material adverse effect on our financial position and future results of operations. If asset damage and/or company liability were to exceed insurance coverage limits or if an insurer were unable to sufficiently or fully pay our related claims or damages we could be forced to issue compensation on an uninsured basis.

There is the risk of personal injuries and accidents in connection with events, which could subject us to personal injury or other claims and increase our expenses, as well as reduce attendance at events, causing a decrease in our revenue.

There are inherent risks involved with producing live events. As a result, personal injuries and accidents have, and may, occur from time to time, which could subject us to claims and liabilities for personal injuries. Incidents in connection with our live events at any venue or venues that we rent could also result in claims, reducing operating income or reducing attendance at our events, causing a decrease in our revenue. We may maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, however there can be no assurance that we will have or maintain adequate insurance or any insurance .

We are subject to extensive governmental regulation, and our failure to comply with these regulations could adversely affect our entertainment business, results of operations and financial condition.

Our live music operations are subject to federal, state and local laws, both domestically and internationally, governing matters such as construction, renovation and operation, as well as:

	•	licensing, permitting and zoning, including noise ordinances;
	•	human health, safety and sanitation requirements;
	•	requirements with respect to the service of food and alcoholic beverages;
	•	working conditions, labor, minimum wage and hour, citizenship and employment laws;
	•	compliance with the ADA and the DDA;
	•	sales and other taxes and withholding of taxes;
	•	privacy laws and protection of personally identifiable information;
	•	historic landmark rules; and
	•	environmental protection laws.

We cannot predict the extent to which any future laws or regulations will impact our operations. The regulations relating to food service in venues are many and complex. Although we generally contract with a third-party vendor for these services, we cannot assure that we or our third-party vendors are in compliance with all applicable laws and regulations at all times or that we or our third-party vendors will be able to comply with any future laws and regulations or that we will not be held liable for violations by third-party vendors. Furthermore, additional or amended regulations in this area may significantly increase the cost of compliance.

Alcoholic beverages will be served at many of venues during live events and must comply with applicable licensing laws, as well as state and local service laws, commonly called dram shop statutes. Dram shop statutes generally prohibit serving alcoholic beverages to certain persons such as an individual who is intoxicated or a minor. If we violate dram shop laws, we may be liable to third parties for the acts of the customer. Although we generally hire outside vendors to provide these services at venues and regularly sponsor training programs designed to minimize the likelihood of such a situation, we cannot guarantee that intoxicated or minor customers will not be served or that liability for their acts will not be imposed on us. We cannot assure that additional regulation in this area would not limit our activities in the future or significantly increase the cost of regulatory compliance. We must also obtain and comply with the terms of licenses in order to sell alcoholic beverages in the states in which we serve alcoholic beverages.

From time to time, governmental bodies have proposed legislation that could have an effect on our business. For example, some legislatures have proposed laws in the past that would impose potential liability on us and other promoters and producers of live events for entertainment taxes and for incidents that occur at our events, particularly relating to drugs and alcohol.

We and the venues are subject to extensive environmental laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances, as well as zoning and noise level restrictions which may affect, among other things, the hours of operations of the venues. Additionally, certain laws and regulations could provide strict, joint and several responsibility for the remediation of hazardous substance contamination at facilities or at third-party waste disposal sites, which could hold us responsible for any personal or property damage related to any contamination.

We depend upon unionized labor for the provision of some services and any work stoppages or labor disturbances could disrupt our business.

The stagehands at some venues and other employees are subject to collective bargaining agreements. Union agreements regularly expire and require negotiation. Whether or not our employees become subject to collective bargaining agreements or employees of third parties are subject to collective bargaining agreements, our operations may be interrupted as a result of labor disputes or difficulties and delays in the process of renegotiating collective bargaining agreements. In addition, our business operations at one or more of our facilities may also be interrupted as a result of labor disputes by outside unions attempting to unionize. A work stoppage at one or more venues or at our promoted events could have a material adverse effect on our business, results of operations and financial condition. We cannot predict the effect that a potential work stoppage will have.

Our entertainment business is dependent upon venues, and if we are unable to secure access to venues on acceptable terms, or at all, our results of operations could be adversely affected.

We require access to venues to generate revenue. We expect to operate in a number of venues under various agreements which include leases with third parties or equity or booking agreements, which are agreements where we contract to book events at a venue for a specific period of time. Our long-term success will depend in part on the availability of venues, our ability to lease venues and our ability to enter into booking agreements. As many of these agreements are with third parties over whom we have little or no control, we may be unable to renew agreements or enter into new agreements on acceptable terms or at all, and may be unable to obtain favorable agreements with venues. Our ability to renew agreements or obtain new agreements on favorable terms depends on a number of other factors, many of which are also beyond our control, such as national and local business conditions and competition from other promoters. If the cost of renewing agreements is too high or the terms of any new agreement with a new venue are unacceptable or incompatible with our existing operations, we may decide to forego these opportunities. There can be no assurance that we will be able to renew agreements on acceptable terms or at all, or that we will be able to obtain attractive agreements with substitute venues, which could have a material adverse effect on our results of operations.

Costs associated with capital improvements could adversely affect our profitability and liquidity.

Although we do not currently own any venues, growth or maintenance of our revenue may come to depend on consistent investment. Therefore, we may need to anticipate making capital improvements in venues to meet long-term demand, entertainment value and revenue. We may have a number of capital projects underway simultaneously. Numerous factors, many of which are beyond our control, may influence the ultimate costs and timing of various capital improvements at venues, including:

	•	availability of financing on favorable terms;
	•	unforeseen changes in design;
	•	increases in the cost of construction materials and labor;
	•	additional land acquisition costs;
	•	fluctuations in foreign exchange rates;
	•	litigation, accidents or natural disasters affecting the construction site;
	•	national or regional economic changes;
	•	environmental or hazardous conditions; and
	•	undetected soil or land conditions.

The amount of capital expenditures can vary significantly. In addition, actual costs could vary materially from our estimates if the factors listed above and our assumptions about the quality of materials or workmanship required or the cost of financing such construction were to change. Construction is also subject to governmental permitting processes which, if changed, could materially affect the ultimate cost.

Entertainment revenues depend in part on the promotional success of marketing activities , and there can be no assurance that advertising , promotional and other marketing campaigns will be successful or will generate revenue or profits.

We plan to spend significant amounts on advertising, promotional and other marketing campaigns for events and other business activities. Such marketing activities include, among others, promotion of ticket sales, premium seat sales, hospitality and other services for events and venues and may include advertising associated with souvenir merchandise and apparel. There can be no assurance that our advertising, promotional and other marketing campaigns will be successful or will generate revenue or profits.

Promotion requires significant up front outlays that may not be capable of being recouped.

We intend to invest heavily in development and marketing which will require a significant expenditure of funds for rehearsal, practice, and for athletes, training, housing, and promotion. As a result, there can be no assurance that such investments will yield the anticipated returns.

Changes in technology may reduce the demand for the products or services traditionally associated with sports and entertainment programs and promotion.

Online digital media may present a challenge to our expected sources of revenue from pay per view and other media relations. Cable, satellite and broadcast television are substantially affected by rapid and significant changes in technology, including the increasing use and access to the Internet for media and entertainment, and the increasing use and access to technologies that may defeat copyright protections, reducing our income. These changes may reduce the demand for certain existing services and technologies used in these industries or render them obsolete. We cannot assure you that the technologies used by or relied upon or produced by our business. While many attempt to adapt and apply the services provided by the target business to newer technologies, we cannot assure you that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful or produce revenue. If we are unable to respond quickly to changes in technology our business could fail.

A decline in media or advertising expenditures could cause our revenues and operating results to decline significantly in any given period or in specific markets.

We anticipate deriving a portion of our revenues from the sale of media content which is dependent on advertising. A decline in advertising expenditures generally or in specific markets could significantly adversely affect our revenues and operating results in any given period. Declines can be caused by the economic conditions and sentiment, prospects of advertisers or the economy in general could alter current or prospective media consumer or advertisers’ spending priorities. Disasters, acts of terrorism, political uncertainty or hostilities could lead to a reduction in media advertising expenditures as a result of economic uncertainty. Our advertising revenues may also be adversely affected by changes in audience traffic, which advertisers rely upon in making decisions to purchase advertising. A decrease in our media or in advertising revenues will adversely impact our results of operations.

If we are unable to obtain additional funding, our business operations will be harmed and if we do obtain additional financing, our then existing shareholders may suffer substantial dilution.

There is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any indebtedness or that we will not default on our debt obligations, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. We estimate that based on current plans and assumptions, that our available cash will be sufficient to satisfy our cash requirements under our present operating expectations, without further financing for more than 12 months. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

We may incur liabilities that we might be unable to repay in the future.

We may incur liabilities with affiliated or unaffiliated lenders. These liabilities would represent fixed costs which would be required to be paid regardless of the level of our business or profitability. There is no assurance that we will be able to pay all of our liabilities. Furthermore, we are always subject to the risk of litigation from customers, suppliers, employees, and others because of the nature of our business, including but not limited to consumer lawsuits. Litigation can cause us to incur substantial expenses and, if cases are lost, judgments, and awards can add to our costs. An increase in our costs may cause us to increase the prices at which we charge our customers which may lead to our customers to seek alternatives to our products. In such event, our revenues will decrease and we may be forced to curtail our operations.

Funding for events may not be available from independent third parties, or at all. As a result we may undertake funding for events with insiders and others affiliated with the Company which may not be on an arms-length basis. During February 2011 our subsidiary EXCX Funding Corp. secured a loan of $4.5 million (the “Loan”) from our Co-Chairman and a significant stockholder. The Loan is senior secured, bearing 6% interest and due on January 31, 2012. As additional collateral our Chief Executive Officer Sheldon Finkel pledged a $1 million letter of credit originally procured by the Company to secure the Company’s payment obligations to Mr. Finkel under his employment agreement. The loan was obtained in order to provide funding for a single event, the Capital Hoedown, to be performed in Ottawa, Canada, during August 2011. Under the terms of the loan any proceeds from the Capital Hoedown must be used to pay, in addition to principal, interest, fees and expenses of the loan, an override fee of 15% of the initial $4.5 million loan, of which Mr. Finkel shall receive a pro-rata portion (1/3). In addition to the risks appurtenant to such an event generally, the nature of the loan provides a further risk that even if the event is profitable, until the interest, principal, and override amount are repaid to our lenders, who are affiliates of the Company, there may not be sufficient proceeds for the Company to realize a profit from the event.

We have significantly increased our leverage as a result of the Loan.

In connection with the Loan, we incurred new indebtedness of $4.5 million. The degree to which we are leveraged could, among other things:

• make it difficult for us to make payments on the loans;

• make it difficult for us to obtain financing for working capital, acquisitions or other purposes on favorable terms, if at all;

• make us more vulnerable to industry downturns and competitive pressures; and

• limit our flexibility in planning for, or reacting to changes in, our business.

Our ability to meet our debt service obligations will depend upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control.

The security interest governing the Loan contains financial covenants and restrict the incurrence of debt by us or our subsidiaries and, as a result, neither the Company nor our subsidiaries can incur additional secured indebtedness, which would significantly affect the availability of future financing on favorable terms.

The security interests granted in connection with the Loan contain various financial covenants or restrictions prohibiting the incurrence of indebtedness, including additional indebtedness by us or the incurrence of any indebtedness by our subsidiary, EXCX. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

We may be unable to repay the Loan at maturity or prior to a change of control.

At maturity, January 31, 2012, of the Loan the entire outstanding principal and accrued interest on the Loan will become due and payable by us. Upon a change of control, as defined in the governing credit facility agreement, the entire outstanding principal and accrued interest on the Loan will become due and payable by us. We cannot assure you that we will have enough funds or be able to arrange for additional financing to pay the principal amount at maturity or upon such a change of control.

Our failure to repay the Notes at maturity or prior to a change of control would constitute an event of default under the agreement that governs the Loans and may also constitute an event of default under any other indenture or other agreement governing then-existing indebtedness, which could prevent us from paying the Loan. If a change of control occurred and accelerated any other then-existing indebtedness, there are no assurances that we would have sufficient financial resources, or be able to arrange for additional financing, to repay the principal amount at maturity or pay the repurchase price for the Notes and amounts due under any other indebtedness.

Provisions of the Loan and the agreements governing the Loan could discourage an acquisition of us by a third party.

Certain provisions of the Loan could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a change of control, the lenders of the Loan will have the right, at their option, to require us to pay all or any portion of the Loan to be immediately due and payable. Furthermore the lenders of the Loan will have the immediate right, in addition to any legal and equitable rights and remedies available under law, to enforce and realize upon the first priority collateral security granted under any of the documents governing the Loan in any manner or in any order, which could result in the requirement to liquidate our assets.

We may incur unanticipated cost overruns which may significantly affect our operations.

We may incur substantial cost overruns in the acquisition, development and promotion of our talent. Management is not obligated to contribute capital to us and we do not maintain any credit facility which can finance events or artists and athletes . Unanticipated costs may force us to obtain additional capital or financing from other sources if we are unable to obtain the additional funds necessary to implement our business plan. There is no assurance that we will be able to obtain sufficient capital to implement our business plan successfully. If a greater investment is required in the business, our revenues and profitability may decline, although we have never turned a profit from our operations .

Our operating results are difficult to predict, so our operating results may fall below the expectations of securities analysts and investors.

Because our operating results are difficult to predict, our operating results may fall below the expectations of securities analysts and investors. We presently are not followed by any securities analysts . If this happens, the trading price of our common stock may fall significantly. Factors that affect our quarterly and annual operating results include, among other things, the following:

	·	our ability to establish and strengthen brand awareness;
	·	our success in promoting our performers and events;
	·	the amount and timing of costs relating to our marketing efforts or other initiatives;
	·	our ability to enter into favorable contracts with entertainers, athletes and venues, content distributors, developers, and other parties;

	·	acquisition-related costs;
	·	our ability to compete in a highly competitive market; and
	·	economic trends specifically affecting the entertainment and sports business, as well as general economic conditions in the markets we serve.

If we do not manage our growth efficiently, we may not be able to operate our business effectively; we may abandon or reduce our entertainment business

We may expand our entertainment operations and if we do so we will seek additional financing to fund such expansion. We may elect to discontinue or sell our entertainment operations, although the value of such may be dependent solely upon the resources of our management and artists and athletes, who may elect to sever their relations with us or any buyer. If we expand our operations, we may strain our management, operations, systems and financial resources. To manage our future growth, we must improve and effectively utilize our existing operational, management, marketing and financial systems, successfully recruit, hire and manage personnel and maintain close coordination among our performers, and athletes, technical, finance, marketing, sales and production staffs. We may need to hire additional personnel in all areas of our business during 2011 and thereafter if we elect to continue the entertainment business or expand it . In addition, we may also need to improve our accounting systems, internal control procedures, and computer software and hardware systems in order to operate our business more effectively and manage our expansion. We also will need to manage an increasing number of complex relationships with performers and athletes, strategic partners, advertisers and other third parties. Our failure to effectively manage our growth or the determination to diminish or discontinue our entertainment business could have a material adverse impact on our financial conditions and results of operations .

Many of our agreements may be short-term and we face the risk of losing relationships to competitors with greater resources and others.

We believe that our future success in entertainment businesses depends in large part upon our ability to maintain our existing relationships. Our agreements that are for a fixed term have the option for a party electing whether or not to renew their contracts upon expiration. If we become unable to provide valuable services, or if we otherwise fail to maintain good relations or are in breach of our agreements, our performers or athletes may elect to terminate or fail to renew their agreements with us. In addition, if we cannot provide adequate incentives to remain with us, our efforts to sign new performer or athletes may be impaired. Furthermore, historically, when performers or athletes have achieved substantial commercial success they have sought to renegotiate the terms of their agreements. This may adversely affect our financial condition and results of operations.

We may not be able to identify and retain talent in the future which would likely lead to a decline in the appeal of our events.

Our success depends, in large part, upon our ability to recruit and retain entertainers and athletic talent. There can be no assurance that we will be able to identify, recruit and retain such talent in the future. Additionally, we cannot assure that we will be able to retain our current talent when their contracts expire. Our failure to attract and retain key talent, or a serious or untimely injury to, or the death of, any of our key talent, would likely lead to a decline in the appeal of our events, which would adversely affect our ability to generate revenues. One of our founders and officers recently departed our Company and several athletes cancelled their relationship with us to remain with our former officer in his new venture of sports promotion. Future instances may arise of raiding or termination in order to obtain services from others rather than the Company. There is little loyalty or allegiance in sports and entertainment promotion and related businesses.

In order for us to sign new performers and athletes, our principal existing or prospective performers and athletes must remain with us and sustain their success and popularity. Our business would be adversely affected by:

	·	our inability to recruit new performers and athletes with commercial promise and to enter into production and promotional agreements with them;
	·	the loss of talent and/or popularity of our existing performers and athletes;
	·	increased competition to maintain relationships with existing performers and athletes;
	·	non-renewals of current agreements with existing performers and athletes; and
	·	poor performance or negative publicity of existing performers and athletes.

We may be unsuccessful in our future acquisition endeavors, if any, which may have an adverse effect on our business. Our compliance with antitrust, competition and other regulations may limit our operations and future acquisitions.

Our future growth depends in part on our selective acquisition of additional businesses. We may be unable to identify other suitable targets for further acquisition or make further acquisitions at favorable prices. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisition would depend on a variety of factors, including our ability to obtain financing on acceptable terms and requisite government approvals. Acquisitions involve risks, including those associated with:

	·	integrating the operations, financial reporting, technologies and personnel of acquired companies;
	·	managing geographically dispersed operations;
	·	the diversion of management’s attention from other business concerns;
	·	the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; and
	·	the potential loss of key employees, customers and strategic partners of acquired companies.

Unless we develop a strong brand identity, our business may not continue to grow and our financial results may suffer.

We believe that historical growth and brand recognition are important factors not only in persuading performers and athletes to choose us as their promoter, but also in our ability to effectively utilize the dominant marketing resources in the entertainment and sports industry (television, radio, Internet, public relations, trade publications, etc.). We believe that establishing and maintaining a brand will be critical to attracting performers and athletes. However, brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses we incur in building a brand .

Our sports entertainment offerings may not be commercially successful.

We expect a significant amount of our revenue to come from the production and distribution of our events and programs, as well as the use of our events in televised programs. The success of these offerings depends primarily upon their acceptance by the public, which is difficult to predict. The commercial success of an event or program depends on the quality and acceptance of competing offerings released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure-time activities, general economic conditions and other tangible and intangible factors, all of which can change quickly. Because we expect the popularity of our offerings to be a significant factor driving the growth of our company, our failure to produce events and programs with broad consumer appeal could materially harm our business and prospects for growth.

Our failure to continue to create popular events and programs would likely lead to a decline in our ability to generate entertainment revenues.

The creation, marketing and distribution of our live and televised entertainment, including pay-per-view events, are the core of our business and are critical to our ability to generate revenues. Our failure to continue to create popular live events and televised programming would likely lead to a decline in our television ratings and attendance at our live events. Such a decline would adversely affect our ability to generate revenues.

We compete for attendance, broadcast audiences and advertising revenue. If we fail to compete successfully, our entertainment business may suffer due to lost viewers, venues, distribution channels and performers.

We compete for entertainment and advertising dollars with professional and college sports and with other entertainment and leisure activities. We face competition from professional and college baseball, basketball, hockey and/or football, among other activities, in most cities in which we hold live events. We also compete for attendance, broadcast audiences and advertising revenue with a wide range of alternative entertainment and leisure activities.

This competition could result in a significant loss of viewers, venues, distribution channels or performers and fewer entertainment and advertising dollars spent on our form of sports entertainment, any of which could have a material adverse effect on our revenues, profits, results of operations, financial condition and future prospects.

We may be liable to third parties for certain license rights and other entertainment content that we produce and distribute.

We may be liable to third parties for certain license rights and other content that we produce and distribute. We attempt to minimize these types of liabilities by requiring representations and warranties relating to our ownership of and rights to use and distribute such material. However, alleged liability could harm our business by damaging our reputation, requiring us to incur legal costs in defense, exposing us to awards of damages and costs and diverting management's attention away from our business.

We rely on intellectual and other property rights. If any of our intellectual properties infringe on the proprietary rights of third parties, we may be subject to costly litigation which will have a negative impact on our business.

We regard the protection of our copyrights, trademarks and service marks as critical to our future success, and, in particular, to our ability to create and exploit artists and athlete related content. We rely on federal and international copyright and trademark statutes, as well as contractual restrictions, to establish and protect our intellectual property and other proprietary rights in products and services. However, there can be no assurance that these contractual arrangements or the other steps taken by us to protect our intellectual property and proprietary rights will prove sufficient to prevent misappropriation of them, or to deter independent third-party development of similar rights which may infer upon ours. We plan to pursue the registration of its trademarks, service marks and copyrights in the United States and internationally to the extent feasible, however, effective trademark and copyright protection may not be economically viable, and even if it is, we may not have the financial capacity in the future to protect, enforce and defend our rights against competitors with greater resources.

It is possible that in the future, we may license some of our proprietary rights, such as trademarks or copyrighted material, to third parties. While we will attempt to ensure that the quality of our brand is maintained by such licensees, there can be no assurance that such licensees will not take actions that might materially adversely affect the value of our proprietary rights or reputation, which could have a materially adverse effect on our revenues, profits, results of operations, financial condition and future prospects.

We have not been notified that our intellectual properties infringe on the proprietary rights of any third party, but there can be no assurance that third parties will not claim infringement by us with respect to the past, current or future use of these assets. Any such claim, whether meritorious or not, could be time-consuming, result in costly legal proceedings and/or settlement arrangements, or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements may not be available on terms acceptable to us, or at all. As a result, any such claim can have a materially adverse effect upon our revenues and results of operations.

We rely on certain licenses to operate. In the event that we fail to comply with the regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our live events in that jurisdiction.

In various states in the United States and some foreign countries, athletic commissions and other applicable regulatory agencies require us to obtain promoters licenses, performers’ licenses, medical licenses and/or event permits in order for us to promote and conduct our live events. In the event that we fail to comply with the regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our live events in that jurisdiction. The inability to present our live events over an extended period of time or in a number of jurisdictions would lead to a decline in the various revenue streams generated from our live events, which could have an adverse effect on our revenues and results of operations.

We acquired certain rights and agreements of Golden Empire owned by a former officer who is no longer associated with the Company . In the event that a dispute involving Golden Empire asserted that we were a successor in interest to Golden Empire we could face potential successor liability type claims and potential liability for acts or actions of Golden Empire.

Certain of our assets, including promotional contracts, were acquired from Golden Empire. Golden Empire was owned by our former President and Chief Operating Officer. In the event that a dispute involving Golden Empire asserted that we were a successor in interest to Golden Empire we could face potential successor liability type claims and potential liability for acts or actions of Golden Empire.

We are involved in litigation with a boxer who has asserted that we have violated the terms of his agreements with Golden Empire and that we were not authorized as assignee of such agreement.

On January 24, 2011, Shannon Briggs filed suit against Gregory D. Cohen, Sheldon Finkel, Barry Honig, The Empire Sports & Entertainment Co., and The Empire Sports & Entertainment Holdings Co. in the Supreme Court (the “Court”) of the State of New York, County of New York (Case No. 100 938/11). The plaintiff was a heavyweight boxer who had entered into a promotional agreement which had been assigned to The Empire Sports & Entertainment Co. The plaintiff brought the suit against the defendants asserting professional boxing and non-professional boxing related claims for breach of fiduciary duties, unjust enrichment, conversion and breach of contract. The suit did not specify the amount of damages being sought. The basis of the plaintiff’s claims stem primarily from his allegation that the Company failed to pay Briggs’ purse for his heavyweight title fight in Germany in October 2010, and that Briggs ownership interest in a New Jersey limited liability company named Golden Empire LLC was wrongly diluted by the actions of the Company. The Company disputes the plaintiff’s allegations. On February 10, 2010, the Company filed a motion to compel arbitration of the plaintiff’s professional boxing related claims and to dismiss the plaintiff’s non-professional boxing related claims. On May 4, 2011, the Court entered an order compelling arbitration of the plaintiff’s professional boxing claims against The Empire and stayed the action against all other defendants, pending the conclusion of such arbitration. This stay included a stay of all of the plaintiff’s Non-Boxing Claims against all of the defendants. On May 6, 2011, Briggs filed a motion for leave to reargue before the Court, which requests that the Court reconsider its decision compelling arbitration. The Company filed papers with the Court opposing the motion for reargument, which motion is currently pending before the Court. If we are unsuccessful defending this action, the damages we could be required to pay would have a material adverse effect on our revenues and results of operations.

We may discontinue or allocate scarce financial resources and management time and attention to new business opportunities and suspend, terminate or dispose of our entertainment business at any time.

Limited access to capital and management time and attention may lead to our reconsideration of our commitment to our entertainment businesses which we may discontinue. In such event we may be unable to find a buyer and may incur losses and accounting charges related to such discontinuance.

RISKS RELATING TO OUR JUNIOR GOLD RESOURCE EXPLORATION BUSINESS AND INDUSTRY

Exploring for gold is an inherently speculative business.

Natural resource exploration, and exploring for gold in particular, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other resources which can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from actually mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

We will need to obtain additional financing to fund our exploration program.

We do not have sufficient capital to fund our exploration program as it is currently planned or to fund the acquisition and exploration of new properties. We estimate that we will require approximately $6.0 million to pay for our gold exploration expenses, including the costs of being a public company, through 2012. We will require additional funding. We do not have any sources of funding (other than approximately $2 million cash acquired with Arttor Gold). We may be unable to secure additional financing on terms acceptable to us, or at all. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership of existing stockholders may be diluted and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our Common Stock. Such securities may also be issued at a discount to the market price of our Common Stock, resulting in possible further dilution to the book value per share of Common Stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.

The global financial crisis may have an impact on our business and financial condition in ways that we currently cannot predict.

The continued credit crisis and related turmoil in the global financial system may have an impact on our business and financial position. The recent high costs of fuel and other consumables may negatively impact costs of our operations. In addition, the financial crisis may limit our ability to raise capital through credit and equity markets. As discussed further below, the prices of the metals that we may produce are affected by a number of factors, and it is unknown how these factors will be impacted by a continuation of the financial crisis.

Our management has conflicts of interest.

Our Chief Geologist, Art Leger, may serve as a director or Geologist of other mining and exploration companies. Consequently, his personal interests may come into conflict with our interests. Situations may arise where Mr. Leger is presented with business opportunities which may be desirable not only for us, but also to the other companies with which he is affiliated. In addition to competition for suitable business opportunities, we also compete with these other exploration companies for investment capital, technical resources, key personnel and other things. You should carefully consider these potential conflicts of interest before deciding whether to invest in our securities.

Mr. Leger holds a 100% ownership interest in FROG, which leased the Company’s claims to Arttor Gold, LLC, which prior to acquisition by the Company was owned, in aggregate, approximately 20% by each of Mr. Leger and our President, David Rector, from which we acquired the lease for our Red Rock Mineral Prospect and North Battle Mineral Prospect in Lander County, Nevada. See “Certain Relationships and Related Transactions” below. The lease agreements relating to our properties are described in greater detail in the section captioned “Properties.”

We do not know if our property contains any gold or other minerals that can be mined at a profit.

The property on which we have the right to explore for gold is not known to have any deposits of gold which can be mined at a profit (as to which there can be no assurance). Whether a gold deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of gold, which is highly volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection.

We are a junior gold exploration company with no mining operations and we may never have any mining operations in the future.

Our business is exploring for gold and to a lesser extent, other minerals. In the unlikely event that we discover commercially exploitable gold or other deposits, we will not be able to make any money from them unless the gold or other minerals are actually mined or we sell our interest. Accordingly, we will need to find some other entity to mine our properties on our behalf, or sell our rights to mine to third parties. Mining operations in the United States are subject to many different federal, state and local laws and regulations, including stringent environmental, health and safety laws. In the unlikely event we assume any operational responsibility for mining on our property, it is possible that we will be unable to comply with current or future laws and regulations, which can change at any time. It is possible that changes to these laws will be adverse to any potential mining operations. Moreover, compliance with such laws may cause substantial delays and require capital outlays in excess of those anticipated, adversely affecting any potential mining operations. Our future mining operations, if any, may also be subject to liability for pollution or other environmental damage. It is possible that we will choose to not be insured against this risk because of high insurance costs or other reasons.

We are a new company with a short operating history and have only lost money.

Arttor Gold, LLC, our exploration operating subsidiary, was formed during April 2011. Our operating history consists of starting our preliminary exploration activities. We have no income-producing activities from mining or exploration. We have already lost money because of the expenses we have incurred in acquiring the rights to explore on our property, and starting our preliminary exploration activities. Exploring for gold and other minerals or resources is an inherently speculative activity. There is a strong possibility that we will not find any commercially exploitable gold or other deposits on our property. Because we are an exploration company, we may never achieve any meaningful revenue.

Our business is subject to extensive environmental regulations which may make exploring for or mining prohibitively expensive, and which may change at any time.

All of our operations are subject to extensive environmental regulations which can make exploration expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration. This may adversely affect our financial position, which may cause you to lose your investment. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or to enter into interim compliance measures pending the completion of the required remedy. If a decision is made to mine our properties and we retain any operational responsibility for doing so, our potential exposure for remediation may be significant, and this may have a material adverse effect upon our business and financial position. We have not purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities) because we currently have no intention of mining our property. However, if we change our business plan to include the mining of our property and assuming that we retain operational responsibility for mining, then such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration and, if warranted, development activities may be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.

We may be denied the government licenses and permits which we need to explore on our property. In the event that we discover commercially exploitable deposits, we may be denied the additional government licenses and permits which we will need to mine on our property.

Exploration activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented mineral claims requires a permit to be obtained from the United States Bureau of Land Management, which may take several months or longer to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.

The value of our property is subject to volatility in the price of gold and any other deposits we may seek or locate.

Our ability to obtain additional and continuing funding, and our profitability in the unlikely event we ever commence mining operations or our opportunity to sell our rights to mine, will be significantly affected by changes in the market price of gold. Gold prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold by central banks and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand; and the political and economic conditions of major gold or other mineral-producing countries throughout the world, such as Russia and South Africa. The price of gold or other minerals have fluctuated widely in recent years, and a decline in the price of gold could cause a significant decrease in the value of our property, limit our ability to raise money, and render continued exploration and development of our property impracticable. If that happens, then we could lose our rights to our property and be compelled to sell some or all of these rights. Additionally, the future development of our mining property beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the development of our property economically viable. You may lose your investment if the price of gold decreases. The greater the decrease in the price of gold, the more likely it is that you will lose money.

Our property title may be challenged. We are not insured against any challenges, impairments or defects to our mineral claims or property title. We have not verified title to our property.

Our property is comprised of unpatented lode claims created and maintained in accordance with the federal General Mining Law of 1872. Unpatented lode claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented lode claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law. Although FROG has certification of claim to our properties, we have not conducted a title search on our Red Rock Prospect or North Battle Mountain Prospect property. The uncertainty resulting from not having a title search on the property leaves us exposed to potential title suits. Defending any challenges to our property title will be costly, and may divert funds that could otherwise be used for exploration activities and other purposes. In addition, unpatented lode claims are always subject to possible challenges by third parties or contests by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase our costs of operation or limit our ability to explore on certain portions of our property. We are not insured against challenges, impairments or defects to our property title, nor do we intend to carry title insurance in the future. Potential conflicts to our mineral claims are discussed in detail in the section captioned “Properties.”

Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute our business plan.

The U.S. Congress has considered proposals to amend the General Mining Law of 1872 that would have, among other things, permanently banned the sale of public land for mining. The proposed amendment would have expanded the environmental regulations to which we are subject and would have given Indian tribes the ability to hinder or prohibit mining operations near tribal lands. The proposed amendment would also have imposed a royalty of 4% of gross revenue on new mining operations located on federal public land, which would have applied to all of our property. The proposed amendment would have made it more expensive or perhaps too expensive to recover any otherwise commercially exploitable gold deposits which we may find on our property. While at this time the proposed amendment is no longer pending, this or similar changes to the law in the future could have a significant impact on our business model.

Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other resources.

Gold exploration, and resource exploration in general, is a very competitive business. Competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration program. Fuel prices are extremely volatile as well. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect our exploration activities and financial condition.

We may not be able to maintain the infrastructure necessary to conduct exploration activities.

Our exploration activities depend upon adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our exploration activities and financial condition.

Our exploration activities may be adversely affected by the local climate, which prevents us from exploring our property year-round.

The local climate makes it impossible for us to conduct exploration activities on our properties year-round. Because of their rural location and the lack of developed infrastructure in the area, our properties are generally impassible during the muddy season, which lasts roughly from December through May. During this time, it may be difficult or impossible for us to access our property, make repairs, or otherwise conduct exploration activities on them. Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the destruction of facilities, equipment or means of access to our property, or may otherwise prevent us from conducting exploration activities on our property.

We do not carry any property or casualty insurance and do not intend to carry such insurance in the future.

Our business is subject to a number of risks and hazards generally, including but not limited to adverse environmental conditions, industrial accidents, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to our property, equipment, infrastructure, personal injury or death, environmental damage, delays, monetary losses and possible legal liability. You could lose all or part of your investment if any such catastrophic event occurs. We do not carry any property or casualty insurance at this time, nor do we intend to carry this type of insurance in the future (except that we will carry all insurance that we are required to by law, such as motor vehicle insurance). Even if we do obtain insurance, it may not cover all of the risks associated with our operations. Insurance against risks such as environmental pollution or other hazards as a result of exploration is generally not available to us or to other companies in our business on acceptable terms. Should any events against which we are not insured actually occur, we may become subject to substantial losses, costs and liabilities which will adversely affect our financial condition.

We must make annual lease payments and claim maintenance payments or we will lose our rights to our property.

We are required under the terms of our property leases to make annual lease payments. We are also required to make annual claim maintenance payments to Federal Bureau of Land Management and to the county in which our property is located in order to maintain our rights to explore and, if warranted, to develop our property. The leases grant the exclusive right to explore, mine and develop gold, silver, palladium, platinum and other minerals on the properties for a term of ten (10) years and may be renewed in ten (10) year increments. The terms of the Leases may not exceed ninety-nine (99) years. Arttor Gold paid FROG $5,000 upon the signing of each lease and advance minimum royalty payments of $15,000 are due upon the first anniversary of signing, $35,000 upon the second anniversary of signing, $45,000 upon the third anniversary of signing, $80,000 upon the fourth anniversary of signing and the greater of $100,000 or the U.S. dollar equivalent of ninety (90) ounces of gold upon the fifth anniversary of signing and annually thereafter during the terms of the Leases. A production royalty of three percent (3%) of the dollar value or gross sales price of gold, silver, platinum, or palladium sold to a buyer and one percent (1%) of the gross sales price of any other mineral sold to a buyer (the “NSR Royalty”). We have the right to buy down the production royalties on gold, silver, platinum and palladium by payment of $2,000,000 for the first one percent (1%).

All advance minimum royalty payments constitute prepayment of production royalties to FROG, on an annual basis. If the total dollar amount of production royalties due within a calendar year exceed the dollar amount of the advance minimum royalty payments due within that year, Arttor Gold may credit all uncredited advance minimum royalty payments made in previous years against fifty percent (50%) of the production royalties due within that year. The royalties payable to FROG under the Leases shall be the greater of either: (1) the advance minimum royalties, as specified above, or (2) the production royalties less any credits. The Leases also require Arttor Gold to spend a total of $100,000 on work expenditures on each property for the period from lease signing until December 31, 2012 and $200,000 on work expenditures on each property per year in 2013 and annually thereafter.

If we fail to meet these obligations, we will lose the right to explore for gold on our property. Our property lease is described in greater detail in the section captioned “Properties.”

Risks Relating to Our Organization and Common Stock

Our principal stockholders, officers and directors own a substantial interest in our voting stock and investors will have limited voice in our management.

Our principal stockholders, officers and directors, in the aggregate, beneficially own in excess of approximately 35% of our outstanding common stock.

As a result of their ownership and positions, our principal stockholders, directors and executive officers collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Their stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Investor Relations Activities, Nominal “Float” and Supply and Demand Factors May Affect the Price of our Stock.

We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for our Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may directly provide, or others may provide, compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning our Company. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by us or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods and as a result the dissemination of inaccurate or misleading information may require us to comment or issue a corrective announcement. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition to public relations costs, we may issue shares of restricted stock, and budget cash compensation to consultants and advisors for these activities, and such amounts may be increased in the future. In addition, investors in our Company may be willing, from time to time, to encourage investor awareness through similar activities, including payment of cash or stock compensation. Investor awareness activities may also be suspended or discontinued which may impact the trading market in our Common Stock. During February 2011 , the Company raised $750,000 from seven investors, including Barry Honig, our Co-Chairman of the Board or Directors. The funds are required to be held in escrow and may be released only in order to assist the Company in paying third party expenses, which may include activities related to broadening the Company’s shareholder base through shareholder awareness campaigns and other activities, as described above.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of improper activities may exist, such as rapid share price increases or decreases. As a small public company with a public market established through a reverse merger, it is likely our activities, and our shareholders’ activities, will be subjected to enhanced regulatory scrutiny due regulatory skepticism and potential bias against this manner of becoming publicly traded. These factors, as well as because of the small number of holders who initially own the registered shares of our Common Stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold (which markets have historically been associated by regulatory bodies with improper activities concerning penny-stocks, such as the OTC Bulletin Board (“OTCBB”) or the OTCQB Marketplace (Pink OTC), may lead to regulatory and investor perceptions that are unfavorable.

During 2010, Empire conducted a private placement (the “Offering”) which, following acquisition by our Company, resulted in 6,512,000 shares of our common stock being issued to purchasers in the Offering. Until such time as the Empire shares sold in the Offering are registered or available for resale under Rule 144 of the Securities Act of 1933, there will continue to be a small number and percentage of our shares (2,513,800) held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, that will constitute the entire available trading market. Other than these shares and the shares underlying this prospectus, there are no additional shares that are presently registered or available for resale under Rule 144.

The United States Supreme Court has stated that manipulative action is a “term of art” connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators and the courts with forces that upset the supply and demand factors that would normally determine trading prices. As described above, a small number and percentage of our outstanding common stock will initially be available for trading, held by a small number of individuals or entities. Accordingly, prior to the effectiveness of the Registration Statement, of which this prospectus forms a part , the supply of our common stock for resale will be extremely limited (for example, under Rule 144 promulgated under the Securities Act until one year following October 5, 2010, the date on which we filed our Current Report on Form 8-K containing Form 10 type information) , and prior to such time, our shares issued to Empire shareholders may not be able to be sold absent a registration statement under the Securities Act), which could result in higher bids, asks/offers or sales prices than would otherwise exist. Securities regulators have often cited thinly-traded markets, small numbers of holders, and investor awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that our activities or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock. Further, this is an evolving area of the law and regulators may adopt new or different interpretations of the foregoing factors which could impact the market for our shares in various respects.

As a result of the Share Exchange, Empire became a subsidiary of ours and since we are subject to the reporting requirements of federal securities laws, this can be expensive and may divert resources from other projects, thus impairing our ability grow.

As a result of the Share Exchange, Empire became a subsidiary of ours and, accordingly, is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if Empire had remained privately held and did not consummate the Share Exchange.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We will need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. Management has determined that our internal audit function is significantly deficient due to insufficient qualified resources to perform internal audit functions. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2010, management identified significant deficiency related to (i) our internal audit functions, and (ii) a lack of segregation of duties within accounting functions. 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 any policies and procedures may deteriorate.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs in 2011 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

Because our chief financial officer devotes only a portion of his business time to us, conflicts of interests may arise with respect to his other activities which could materially and adversely affect our Company.

Adam Wasserman, our Chief Financial Officer, does not work for us exclusively. Therefore, it is possible that a conflict of interest with regard to Mr. Wasserman may arise based on Mr. Wasserman’s other employment. Mr. Wasserman devotes approximately 20 hours per week to Company matters, compared to approximately 20 hours Mr. Wasserman devotes to other companies. We have not adopted any policies or procedures for the review and approval of any transactions that cause a conflict of interest.

Because we became public by a reverse merger, we may not be able to attract the attention of major brokerage firms.

There may be risks associated with us becoming public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on behalf of our post-Share Exchange company.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	·	changes in our industry;
	·	competitive pricing pressures;
	·	our ability to obtain working capital financing;
	·	additions or departures of key personnel;
	·	limited “public float” following the Share Exchange, in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
	·	sales of our common stock;
	·	our ability to execute our business plan;
	·	operating results that fall below expectations;
	·	loss of any strategic relationship;
	·	regulatory developments;
	·	economic and other external factors;
	·	period-to-period fluctuations in our financial results; and
	·	inability to develop or acquire new or needed technology.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

There is currently a very limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

Our shares of common stock are very thinly traded, only a small percentage of our common stock is available to be traded and is held by a small number of holders and the price, if traded, may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business, among other things. We will take certain steps including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low priced shares of common stock as collateral for any loans.

We anticipate having our common stock continue to be quoted for trading on the OTC Bulletin Board, however, we cannot be sure that such quotations will continue. As soon as is practicable, we anticipate applying for listing of our common stock on either the NYSE Amex, The NASDAQ Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain listed on the OTC Bulletin Board or suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

Our common stock may be deemed a “penny stock,” which would make it more difficult for our investors to sell their shares.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market or upon the expiration of any statutory holding period, under Rule 144, or upon expiration of lock-up periods applicable to outstanding shares, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Exercise of options may have a dilutive effect on our common stock.

If the price per share of our common stock at the time of exercise of any options, or any other convertible securities is in excess of the various exercise or conversion prices of such convertible securities, exercise or conversion of such convertible securities would have a dilutive effect on our common stock. As of June 15, 2011 , we had reserved options to purchase 2,250,000 shares of our common stock at an exercise price of $0.60 per share and option to purchase 350,000 shares of our common stock at an exercise price of $1.01 per share . Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our common stock and which result in additional dilution of the existing ownership interests of our common stockholders.

Our certificate of incorporation allows for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors also has the authority to issue preferred stock without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

USE OF PROCEEDS

We estimate that we will receive up to $_______ in net proceeds from the sale of shares of common stock in this offering, based on an assumed offering price of $__ per share and after deducting estimated placement agent fees and estimated offering expenses in the approximate aggregate amount of $______.

We will retain broad discretion over the use of the net proceeds to us from the sale of our common stock under this prospectus. We currently anticipate that the net proceeds from the sale of our securities under this prospectus will be used for field operations relating to resource exploration, general and administrative expenses, and for general working capital. The Company anticipates approximately $6 million will be required for exploration and development of its newly acquired mining-related properties. These funds are expected to be expended during 2011 (approximately $1.6 million) and 2012 (approximately $4.4 million). These expenditures primarily are for the cost of the planning-drilling program, expected to commence in July 2011for the Company’s two acquired prospects, Red Rock and North Battle Mountain properties, and a potential third acquisition which has not yet been determined. Of the above, approximately $300,000 and $570,000 is budgeted for general and administrative costs in 2011 and 2012, respectively, and approximately $1.3 million and $3.8 million is budgeted for drilling and related field operations for 2011 and 2012, respectively. The Company reserves the right to revise such use of proceeds in its sole discretion.

DILUTION

Purchasers of common stock in this offering will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share represents the difference between the amount per share paid by purchasers of common stock in this offering and the pro forma, adjusted net tangible book value (deficit) per share of common stock immediately after completion of this offering. Pro forma net tangible book value (deficit) per share as of a specified date is determined by dividing our tangible book value (deficit) (total tangible assets less total liabilities) by the number of outstanding shares of common stock at such date.

After giving effect to our sale of the ______ shares of common stock offered by this prospectus (based upon a public offering price of $___ per share, after deducting ______________ expenses), our net tangible book value as of _______, would be $______, or $___ per share of common stock. This represents ___________ in net tangible book value to existing stockholders of $___ per share, and _________ to new investors of $____ per share, or __% of the public offering price of the shares offered in this offering. The following table illustrates the per share dilution:

Public offering price per share
Net tangible book value (deficit) per share as of ____________		$
Increase in net tangible book value (deficit) per share attributable to new investors in this offering
Net tangible book value per share as of ________ after this offering
Net tangible book value dilution per share to new investors in this offering

The following table sets forth, on an as adjusted basis as of __________, the difference between the number of shares of common stock purchased from us, the total cash consideration paid, and the average price per share paid by our existing stockholders and by new public investors before deducting estimated placement agent commissions and estimated offering expenses payable by us, using an assumed public offering price of $___ per share of common stock:

Average

Shares Purchased

Total Cash Consideration

Price Per

Number

Percent

Amount

Percent

Existing stockholders

New investors from public offering

Total

The total consideration amount for shares of common stock held by our existing stockholders includes total cash paid for our outstanding shares of common stock as of _________.

The discussion and tables above is based on (i) _________ shares of common stock issued and outstanding as of ________, and (ii) ______ shares of common stock issued in the public offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock has been quoted on the OTC Bulletin Board under the symbol EXCX.OB since June 23, 2009 and effective as of June 1, 2011, FINRA issued the Company a new symbol and our Common Stock has been quoted on the OTC Bulletin Board under the new symbol SAGE.OB . Prior to August 20, 2009, there was no active market for our common stock. Trading of our common stock commenced on August 20, 2009. As of June 15, 2011 , there were 107 holders of record of our common stock.

The following table sets forth the high and low bid prices for our common stock for the periods indicated, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Year Ended December 31, 2011	High		Low
1 st Quarter Ended March 31, 2011	$	3.00	$	0.60
2 nd Quarter Ending June 30, 2011 (through June 10, 2011 )	$	1.49	$	1.36

Year Ended December 31, 2010	High		Low
1 st Quarter Ended March 31, 2010	$	0.32	$	0.22
2 nd Quarter Ended June 30, 2010	$	0.32	$	0.32
3 rd Quarter Ended September 30, 2010	$	0.58		0.32
4 th Quarter Ended December 31, 2010	$	2.00		0.58

Year Ended December 31, 2009	High		Low
3 rd Quarter Ended September 30, 2009	$	0.30		0.22
4 th Quarter Ended December 31, 2009	$	0.32		0.30

The last reported sales price of our common stock on the OTC Bulletin Board on June 10, 2011 was $1.44 per share.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2010, securities issued and available for future issuance under our Equity Incentive Plan were as follows:

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		2,800,000	$	0.60		200,000
Equity compensation plans not approved by security holders(1)		250,000		0.60		-
Total		3,050,000	$	0.60		200,000

(1)

Pursuant to an individual compensation agreement, the Company granted a 10-year options to purchase 250,000 shares of common stock at $0.60 per share to the Company’s Executive Vice President in connection with his one year employment agreement commencing on October 1, 2010. The options vest and become exercisable in equal installments of the first three anniversaries of the effective date.

DIVIDEND POLICY

We have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant.

Selected Consolidated Financial Data

The following tables set forth our summary statement of operations data for the period from November 30, 2009 (inception) to December 31, 2009, and for the period from February 10, 2010 (inception) to December 31, 2010, and for the three months ended March 31, 2011 and our summary balance sheet data as of December 31, 2009 and 2010 and as of March 31, 2011 . Our statement of operations data for the period from November 30, 2009 (inception) to December 31, 2009, and for the period from February 10, 2010 (inception) to December 31, 2010 and our balance sheets dated as of December 31, 2009 and 2010 is derived from our audited interim consolidated financial statements included elsewhere in this prospectus. Our statement of operations data for the three months ended March 31, 2011 is derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus.

Statement of Operations Data:

	For the Period from November 30, 2009 (inception) to December 31, 2009 (1)			For the Period from February 10, 2010 (inception) to December 31, 2010

Net revenues	$	-		$	906,639
Operating expenses		53,051			2,918,416
Loss from operations		(53,051	)		(2,011,777	)
Interest expense and other financial costs, net		-			(10,720	)
Net loss		(53,051	)		(2,022,497	)

Balance Sheet Data:

	December 31, 2009 (1)			December 31, 2010
Working capital (deficit)	$	(30,551	)	$	2,055,157
Total assets		15,386			2,777,672
Total liabilities		45,937			101,329
Accumulated deficit		(53,051	)		(2,075,548	)
Total stockholders’ equity		(30,551	)		2,676,343

(1)	Represents financial statement data of Golden Empire, LLC, the predecessor of The Empire Sports & Entertainment, Co.

The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

Statement of Operations Data:

	For the Three Months Ended March 31, 2011

Net revenues	$	291,200
Operating expenses		1,178,136
Loss from operations		(886,936	)
Interest expense and other financial cost, net		(401,426)
Net loss		(1,288,362	)

Balance Sheet Data:

	March 31, 2011
Working capital	$	4,690,484
Total assets		8,387,834
Total liabilities		3,153,305
Accumulated deficit		(3,423,522	)
Total stockholders’ equity		5,234,529

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors”.

Recent Events

Sagebrush Gold Ltd., formerly The Empire Sports & Entertainment Holdings Co., formerly Excel Global, Inc. (the “Shell”), was incorporated under the laws of the State of Nevada on August 2, 2007. We operated as a web-based service provider and consulting company. In September 2010, we changed our name to The Empire Sports & Entertainment Holdings Co, which was subsequently changed to Sagebrush Gold Ltd., as further described below.

On September 29, 2010, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with The Empire Sports & Entertainment, Co., and the shareholders of Empire (the “Empire Shareholders”). Upon closing of the transaction contemplated under the Exchange Agreement (the “Exchange”), the Empire Shareholders transferred all of the issued and outstanding capital stock of Empire to the Company in exchange for shares of common stock of the Company. Such Exchange caused Empire to become a wholly-owned subsidiary of the Company.

At the closing of the Exchange, each share of Empire’s common stock issued and outstanding immediately prior to the closing of the Exchange was exchanged for the right to receive one share of the Company’s common stock. Accordingly, an aggregate of 19,602,000 shares of the Company’s common stock were issued to the Empire Shareholders. Additionally, pursuant to the Agreement of Conveyance, Transfer of Assets and Assumption of Obligations (the “Conveyance Agreement”), the Company’s former officers and directors cancelled 17,596,603 of the Company’s common stock they owned. Such shares were administratively cancelled subsequent to the Exchange pursuant to the Conveyance Agreement (see below). After giving effect to the cancellation of shares, we had a total of 2,513,805 shares of common stock outstanding immediately prior to Closing. After the Closing, we had a total of 22,135,805 shares of common stock outstanding, with the Empire Shareholders owning 89% of the total issued and outstanding shares of the Company's common stock.

On October 8, 2010, we administratively entered into a series of agreements with the purpose of transferring certain of the residual assets and liabilities which were owned by the shell with which the we did a reverse merger on September 29, 2010. These agreements were effectively consummated on the date of reverse merger. The agreements transferred certain assets and liabilities in connection with a website business to the former shareholders of the Shell in exchange for 17,596,603 shares of the Company's common stock. We believe that the fair value of the shares received for those assets and liabilities was not material. The shares were cancelled immediately upon receipt.

Prior to the Exchange, we were a shell company with no business operations.

The Exchange is being accounted for as a reverse-merger and recapitalization. Empire is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Exchange will be those of Empire and will be recorded at the historical cost basis of Empire, and the consolidated financial statements after completion of the Exchange will include the assets and liabilities of the Company and Empire, historical operations of Empire and operations of the Company from the closing date of the Exchange.

In January 2011, a newly-formed wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed for the purpose of entering into a Credit Facility Agreement in February 2011.

On May 16, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to change its name to “Sagebrush Gold Ltd.” from “The Empire Sports & Entertainment Holdings Co.” The name change became effective and a new symbol was issued by FINRA for the Company’s common stock on June 1, 2011.

On May 24, 2011, we entered into four limited liability company membership interests purchase agreements with the owners of Arttor Gold. Each of the owners of Arttor Gold (, sold their interests in Arttor Gold in privately negotiated sales resulting in the Company acquiring one hundred percent (100%) of Arttor Gold. Prior to the sale our President, David Rector, owned approximately 9.5% of Arttor Gold. 2,000,000 shares of our Common Stock were issued to Mr. Rector. Arthur Leger, the Company’s Chief Geologist, also received 2,000,000 shares of Common Stock in exchange for his approximate 9.5% membership interest in Arttor Gold. Arttor Gold leases from Mr. Leger certain claims in the State of Nevada which the Company intends to explore, and Arttor Gold also holds approximately $2,000,000 of cash acquired by the Company at closing.

Pursuant to the Agreements, in addition to 2,000,000 shares of Common Stock issued to each of Mr. Rector and Mr. Leger (4,000,000 total), the Company issued an additional 8,000,000 shares of a class of preferred stock, designated Series B Convertible Preferred Stock and 9,000,000 shares of Common Stock (including 7,000,000 shares of Common Stock to its principal investor Frost Gamma Investments Trust). After giving effect to the foregoing, and assuming the conversion into Common Stock of the Series B Preferred Stock, the Company will have an additional 21,000,000 shares of its Common Stock, on a fully-diluted basis, outstanding following the transaction.

Each share of Series B Preferred Stock is convertible into one share of Common Stock, and has a liquidation preference equal to $0.0001 per share. Shares of Common Stock issued pursuant to the Agreements are subject to lockup agreements which restrict certain sales, transfers and assignments for a period of 24 months unless there has occurred a change of control of the Company, the Board terminates the lockup provisions or a minimum of 1,000,000 ounces of gold deposits are removed from the Arttor lease properties. The lockup agreements do not apply to shares of Common Stock underlying the Series B Preferred Stock. Upon termination of the lockup period with respect to the Arttor Gold Agreements, similar prior lockup agreements with other shareholders of the Company in effect on the closing date are also required to be terminated.

Also on May 24, 2011 and prior to the closing of the limited liability company membership interests purchase agreements, the Members adopted the Amended and Restated Operating Agreement of Arttor Gold. The Operating Agreement provides that Arttor Gold be managed by the Members and that the Members may appoint an officer or officers to manage the business of Arttor Gold. No Member may transfer any portion of his or its interest in Arttor Gold without the unanimous written consent of all of the Members, provided, however, that any Member may transfer all or any portion of his or its membership interest to any other Member. The owners of the majority of the membership interests shall determine the timing, form and amount of distributions, which shall be made to the Members pro rata in accordance with their respective ownership interests.

On June 3, 2011, David Rector was appointed sole manager of Arttor Gold.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on 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 may differ from these estimates under different assumptions or conditions. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of consolidation

The consolidated condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and present the financial statements of the Company and our wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

We follow the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-10-S99 “Revenue Recognition Overall – SEC Materials”. We record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

We, in accordance with ASC Topic 605-45 “Revenue Recognition – Principal Agent Considerations” report revenues for transactions in which it is the primary obligor on a gross basis and revenues in which it acts as an agent on and earns a fixed percentage of the sale on a net basis, net of related costs. Credits or refunds are recognized when they are determinable and estimable.

We earn revenue primarily from live event ticket sales, sponsorship, advertising, concession fees, promoter fees, television rights fee and pay per view fees for events broadcast on television or cable.

The following policies reflect specific criteria for our various revenue streams:

Revenue from ticket sales is recognized when the event occurs. Advance ticket sales and event-related revenues for future events are deferred until earned, which is generally once the events are conducted. The recognition of event-related expenses is matched with the recognition of event-related revenues.

Revenue from sponsorship, advertising, television/cable distribution agreements and promoter/service agreements is recognized in accordance with the contract terms, which are generally at the time events occur.

Revenue from the sale of products is recognized at the point of sale at the live event concession stands.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The FASB ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Accounts Receivable

We have a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote.

Advances, participation guarantees and other receivables

Advances receivable represent cash paid in advance to athletes for their training. We have the right to offset the advances against the amount payable to such athletes for their future sporting events. The amounts advanced under such arrangements are short-term in nature. Promotional advances represents signing bonuses paid to athletes upon signing the promotional agreements with the Company. Promotional advances are amortized over the terms of the promotional agreements, generally from three to four years. Also included in this caption were a receivable for a participation guarantee, a receivable for a refundable advance and other receivables at December 31, 2010.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to five years.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Recent Accounting Pronouncements

In June 2009, the FASB issued ASC Topic 810-10, “Amendments to FASB Interpretation No. 46(R)”. This updated guidance requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. It is effective for annual reporting periods beginning after November 15, 2009. The adoption of ASC Topic 810-10 did not have a material impact on the results of operations and financial condition.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” an amendment to ASC Topic 820, “Fair Value Measurements and Disclosures.” This amendment requires an entity to: (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii) present separate information for Level 3 activity pertaining to gross purchases, sales, issuances, and settlements. ASU No. 2010-06 is effective for our interim and annual reporting beginning after December 15, 2009, with one new disclosure effective after December 15, 2010. The adoption of ASU No. 2010-06 did not have a material impact on the results of operations and financial condition.

In July 2010, the FASB issued ASU No. 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. ASU 2010-20 requires additional disclosures about the credit quality of a company’s loans and the allowance for loan losses held against those loans. Companies will need to disaggregate new and existing disclosures based on how it develops its allowance for loan losses and how it manages credit exposures. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class. The new guidance is effective for interim and annual periods beginning after December 15, 2010. Management anticipates that the adoption of these additional disclosures will not have a material effect on the Company’s financial position or results of operations.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Results of Operations

Our business began on November 30, 2009. We were incorporated in Nevada on February 10, 2010 to succeed to the business of the predecessor company, Golden Empire, LLC (“Golden Empire”), which was formed and commenced operations on November 30, 2009. We assumed all assets, liabilities and certain promotion rights agreements entered into by Golden Empire at carrying value which approximated fair value on February 10, 2010. Golden Empire ceased operations on that date. The results of operations for the period from January 1, 2010 to February 9, 2010 of Golden Empire were not material. Financial statements and results of operations and cash flows are required to be reported for Arttor Gold and we intend to file such statements through one or more amendments to be filed to this Registration Statement.

For the Three Months Ended March 31, 2011 and for the period from February 10, 2010 (inception) to March 31, 2010.

Net Revenues

Revenue from live and televised events, consisting primarily of promoter’s fees and sponsorships, was $291,200 for the three months ended March 31, 2011 as compared to $0 for the period from February 10, 2010 (inception) to March 31, 2010. We have no comparable net revenues during the prior period as we were in our early stages of our operations.

The following table provides data regarding the source of our net revenues for the three months ended March 31, 2011:

	$		% of Total
Live events – promoter’s fee and related revenues	$	286,200		98	%

Advertising – sponsorships		5,000		2	%

Total	$	291,200		100	%

Operating Expenses

Total operating expenses for the three months ended March 31, 2011 was $1,178,136 as compared to $171,782 for the period from February 10, 2010 (inception) to March 31, 2010. The operating expenses consisted of the following:

	Three months ended March 31, 2011		Period from February 10, 2010(inception) to March 31, 2010
Cost of revenues	$	189,916	$	-
Sales and marketing		9,914		6,525
Live events expenses		90,181		70,947
Compensation expense and related taxes		352,711		45,000
Consulting fees		187,860		4,000
General and administrative		347,554		45,310
Total	$	1,178,136	$	171,782

The increase of $1,006,354 or 586% was primarily due to the following factors:

	●	Cost of revenues: Cost of revenues for live event production was $189,916 for three month periods ended March 31, 2011 as compared to $0 for the period from February 10, 2010 (inception) to March 31, 2010. Live event production costs consist principally of fighters’ purses, production cost of live events, venue rental and related live events expenses. The increase of $189,916 or 100% in cost of revenues reflects the effects of increase net revenues during the three months ended March 31, 2011. We expect cost of revenues for live events to increase for the remainder of our current fiscal year as we promote more music and sporting events.

	●	Sales and marketing: For the three month periods ended March 31, 2011, sales and marketing expense was $9,914 as compared to $6,525 for the period from February 10, 2010 (inception) to March 31, 2010. The increase of $3,389 or 52% was primarily due to the increase in operations. Sales and marketing expenses primarily consist of marketing, advertising and promotion expenses directly and indirectly related to live events. Indirect expenses consist of internet and print advertising.

●

Live events expenses: For the three month periods ended March 31, 2011, live events expenses was $90,181 as compared to $70,947 for the period from February 10, 2010 (inception) to March 31, 2010. Live events operations expenses consist primarily of wages and consultants’ fees related to day-to-day administration of the Company’s live events, fighter recruiting and signing bonuses. The increase of $19,234 or 27% was primarily attributable to the live events that occurred during the three months ended March 31, 2011 as compared to none during the period from February 10, 2010 (inception) to March 31, 2010.

●

Compensation expense and related taxes: Compensation expense includes salaries and stock-based compensation to our employees. For the three months ended March 31, 2011, and for the period from February 10, 2010 (inception) to March 31, 2010, compensation expense and related taxes were $352,711 and $45,000. The increase of $307,711 or 684% were primarily attributable to the hiring of our executive employees and additional support staff in June 2010 and the recognition of stock-based compensation expense of $105,000 which is attributable to stock options granted to our chief executive officer, executive vice president and two directors.

●

Consulting fees: For three month period ended March 31, 2011, we incurred consulting fees of $187,860 as compared to $4,000 for the period from February 10, 2010 (inception) to March 31, 2010, which were primarily attributable to the issuance of our common stock for services rendered to a consultant for investor relations and advisory services of $46,666 and payment of $60,000 in connection with an investor relation and consulting agreement. This increase is also primarily attributable to stock-based compensation expense of $71,250 which is attributable to stock options granted to two consultants.

●

General and administrative expenses: For the three month period ended March 31, 2011 and for the period from February 10, 2010 (inception) to March 31, 2010, general and administrative expenses were $347,554 and $45,310 and consisted of the following:

	Three months ended March 31, 2011		Period from February 10, 2010(inception) to March 31, 2010
Rent	$	17,304	$	3,240
Professional fees		152,749		-
Telephone		10,065		2,195
Travel/Entertainment		42,294		35,576
Depreciation		1,960		46
Bad debts		60,794		-
Insurance expense		23,469		-
Other general and administrative		38,919		4,253
Total	$	347,554	$	45,310

The overall increase of $302,244 or 667% in general and administrative expenses is primarily related to an increase in accounting, auditing and legal fees in connection with our SEC filings. The overall increase in general and administrative expenses is also primarily attributable to an increase in operations and the expected overall growth in our business. Our general and administrative expenses during the period from February 10, 2010 (inception) to March 31, 2010 were much lower as we were in our early stages of our operations and had not generated revenues during the prior period.

Loss from Operations

We reported a loss from operations of $886,936 and $171,782 respectively for the three months ended March 31, 2011 and for the period from February 10, 2010 (inception) to March 31, 2010.

Other Income (Expenses)

Total other income (expense) was $401,426 and $0, respectively, for the three months ended March 31, 2011 and for the period from February 10, 2010 (inception) to March 31, 2010 and is primarily attributable to:

•	$23,659 of interest income for the three months ended March 31, 2011 attributable to our certificates of deposit and interest receivable from loans receivable.
•	$425,085 in interest expense for the three months ended March 31, 2011. Such increase is primarily attributable to the amortization of debt discounts and deferred financing cost on promissory notes of $385,479 and interest on notes payable and convertible promissory notes issued during 1st quarter of fiscal 2011.

Net Loss

As a result of these factors, we reported a net loss available to common shareholders of $1,288,362 for the three months ended March 31, 2011 which translates to basic and diluted net loss per common share of $0.06, as compared to a net loss of $171,782 for the period from February 10, 2010 (inception) to March 31, 2010, which translates to basic and diluted net loss per common share of $0.01.

For the period from November 30, 2009 (Inception) to December 31, 2009- Golden Empire, LLC

Net Revenues

We have not generated revenues during the period from November 30, 2009 (Inception) to December 31, 2009.

Operating Expenses

Total operating expenses for the period from November 30, 2009 (Inception) to December 31, 2009 were $53,051 and consisted of the following:

Live events expenses	$	2,000
Sales and marketing		7,800
General and administrative		43,251

Total	$	53,051

Live events expenses. For the period from November 30, 2009 (Inception) to December 31, 2009, live events operations expenses were $2,000. Live events operations expenses consist primarily of wages and consultants’ fees related to day-to-day administration of the Company’s live events, fighter recruiting and signing bonuses.

Sales and marketing. For the period from November 30, 2009 (Inception) to December 31, 2009, sales and marketing costs were $7,800. Sales and marketing expenses primarily consist of marketing, advertising and promotion expenses directly and indirectly related to live events. Indirect expenses consist of Internet and print advertising.

General and administrative expense . For the period from November 30, 2009 (Inception) to December 31, 2009, general and administrative expenses were $43,251. General and administrative expenses include consulting, travel expense, office expense, supplies, telephone and communications expenses, and other expenses. In addition, this also includes compensation expense of $22,500 which were primarily attributable to contributed services provided by one of our officers valued at $22,500.

Loss from Operations

We reported a loss from operations of $53,051 for the period from November 30, 2009 (Inception) to December 31, 2009.

Net Loss

As a result of these factors, we reported a net loss of $53,051 for the period from November 30, 2009 (Inception) to December 31, 2009.

Golden Empire ceased operations on February 9, 2010. The results of operations for the period from January 1, 2010 to February 9, 2010 of Golden Empire were not material.

For the Period from February 10, 2010 (Inception) to December 31, 2010

Net Revenues

Revenues from live and televised events, consisting primarily of ticket sales, television rights fee and sponsorship, was $906,639 for the period from February 10, 2010 (Inception) to December 31, 2010.

The following table provides data regarding the source of our net revenues for the period from February 10, 2010 (Inception) to December 31, 2010:

	$		% of Total
Live events – ticket sales and related revenues	$	772,250		85	%

Television rights fee		101,889		11	%

Advertising – sponsorships		32,500		4	%

Total	$	906,639		100	%

For the period from February 10, 2010 (Inception) to December 31, 2010, we recognized revenues from television rights fee and advisory fee from live events of approximately $740,000 from three customers that accounted for 62%, 11%, and 9%, respectively , of our total net revenues.

Operating Expenses

Total operating expenses for the period from February 10, 2010 (Inception) to December 31, 2010 were $2,918,416 and consisted of the following:

Cost of revenues	$	444,648
Sales and marketing		139,130
Live events expenses		503,346
Compensation expense and related taxes		782,348
Consulting fees		359,760
General and administrative		689,184

Total	$	2,918,416

Cost of revenues: Cost of revenues for live event production was $444,648 for the period from February 10, 2010 (Inception) to December 31, 2010. Live event production costs consist principally of fighters’ purses, production cost of live events, venue rental and related expenses. We expect cost of revenues for live events to increase for the next fiscal year as we promote more events.

Sales and marketing: For the period from February 10, 2010 (Inception) to December 31, 2010, sales and marketing costs were $139,130. Sales and marketing expenses primarily consist of marketing, advertising and promotion expenses directly and indirectly related to live events. Indirect expenses consist of internet and print advertising.

Live events expenses: For the period from February 10, 2010 (Inception) to December 31, 2010, live events operations expenses were $503,346. Live events operations expenses consist primarily of wages and consultants’ fees related to day-to-day administration of the Company’s live events, fighter recruiting, signing bonuses and training expenses.

Compensation expense and related taxes: Compensation expense includes salaries and stock-based compensation to our employees. For the period from February 10, 2010 (Inception) to December 31, 2010, compensation expense and related taxes were $782,348 and were primarily attributable to contributed services provided by one of our officers valued at $90,000 and stock-based compensation expense of $228,333 which is attributable to stock options granted to our chief executive officer, executive vice president, and two directors. Such increase is also due to the hiring of three executive employees and three additional support staff. We anticipate that compensation levels will remain the same for the next fiscal year

Consulting fees: For the period from February 10, 2010 (Inception) to December 31, 2010, we incurred consulting fees of $359,760 which were primarily attributable with the issuance of our common stock for services rendered to consultants for investor relations and advisory services of $240,000 and stock-based compensation expense of $107,500 which is attributable to stock options granted to four consultants.

·	General and administrative expenses: For the period from February 10, 2010 (Inception) to December 31, 2010, general and administrative expenses were $689,184. For the period from February 10, 2010 (Inception) to December 31, 2010, general and administrative expenses consisted of the following:

Rent	$	35,584
Bad debt expenses		70,500
Professional fees		154,033
Telephone		17,506
Travel/Entertainment		282,392
Depreciation		8,928
Other general and administrative		120,241
	$	689,184

Loss from Operations

We reported a loss from operations of $2,011,777 for the period from February 10, 2010 (Inception) to December 31, 2010.

Other Income (Expenses)

Total other income (expense) was ($10,720) for the period from February 10, 2010 (Inception) to December 31, 2010 and is primarily attributable to:

• $8,241 of interest income on cash for the period from February 10, 2010 (Inception) to December 31, 2010 attributable to our certificates of deposit.

• $18,961 in interest expense for the period from February 10, 2010 (Inception) to December 31, 2010 in connection with the 5% note payable to a related party and fees for the letter of credit arrangements.

Net Loss

As a result of these factors, we reported a net loss of $2,022,497 for the period from February 10, 2010 (Inception) to December 31, 2010, which translates to basic and diluted net loss per common share of $0.11.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2011, we had a cash balance of $261,509 and working capital of $4,690,484. We have been funding our operations through the issuance of notes payable and convertible promissory notes for operating capital purposes. For the three months ended March 31, 2011, we received proceeds from such debts of $5,250,000. Our balance sheet at March 31, 2011 reflects convertible notes payable from both related and unrelated parties amounting to $4,500,000, which bears interest at 6% per annum plus certain fees incurred by the lenders and matures on January 31, 2012, subject to acceleration in the event we undertake third party financing. Furthermore, we issued 5% convertible promissory notes to related and unrelated parties amounting to $750,000, which were to mature in February 2012. In April 2011, we sold 410,000 shares of common stock for gross proceeds of $246,000

Our net revenues are not sufficient to fund our operating expenses. At March 31, 2011, we had a cash balance of $261,509 and a working capital of $4,690,484. During the three months ended March 31, 2011, we received proceeds of $5,250,000 from issuance of notes payable and convertible promissory notes which we expect to utilize to fund certain of our operating expenses, pay our obligations, and grow our Company. In April 2011, we also received gross proceeds of $246,000 from the sale of our stocks for operating capital purposes. We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than our current working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations after 12 months. While we are attempting to increase revenues, it has not been significant enough to support our daily operations. We may need to raise significant additional capital to fund our future operating expenses, pay our obligations, and grow our Company. We do not anticipate we will be profitable in 2011. Therefore our future operations will be dependent on our ability to secure additional financing.

We anticipate our long term financing requirements to be primarily dedicated to the expansion of our resource exploration business purpose. Expenses relate to our resource exploration business are expected to include drill holes, drill samples, Bureau of Land Management fees and reclamation bonds. Our financing requirements also include our corporate expenses, such as officer, director and consultant compensation, expenses for legal services, accounting and audit expenses, and key-man insurance. A more detailed discussion is provided in the section entitled “Use of Proceeds” herein.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

Operating activities

Net cash flows used in operating activities for the three months ended March 31, 2011 amounted to $3,341,441 and was primarily attributable to our net loss of $1,288,362, offset by depreciation of $1,960, amortization of promotional advances of $8,643, amortization of debt discount and deferred financing cost of $385,479, amortization of prepaid services of $46,666, and stock-based compensation of $176,250 and add-back of total changes in assets and liabilities of $2,732,871. These changes in assets and liabilities is primarily attributable to an increase in restricted cash – current portion for a total of $3,135,568, and decrease in accounts receivable of $218,196 advances, participation guarantees, and other receivables of $107,161.

Net cash flows used in operating activities for the period from February 10, 2010 (inception) to March 31, 2010 amounted to $326,850 and was primarily attributable to our net loss of $171,782, offset by depreciation of $46, amortization of promotional advances of $5,346, contributed officer services of $45,000 and add-back of total changes in assets and liabilities of $205,460.These changes in assets and liabilities is primarily attributable to an increase in advances, participation guarantees, and other receivables of $156,601.

Investing activities

Net cash used in investing activities for the three months ended March 31, 2011 was $2,156,600 and represented an investment in note and loans receivable of $2,177,628 and the purchase of property and equipment of $3,972 offset by collection on note receivable of $25,000.

Net cash used in investing activities for the period from February 10, 2010 (inception) to March 31, 2010 was $15,479 and represented the purchase of property and equipment of $15,479.

Financing activities

Net cash flows provided by financing activities was $5,250,000 for the three months ended March 31, 2011. We received net proceeds from the issuance of notes payable and convertible promissory notes from both related and unrelated parties of $5,250,000.

Net cash flows provided by financing activities were $366,744 for the period from February 10, 2010 (Inception) to March 31, 2010. We received proceeds from loan payable – related party of $319,000, advances from a related party of $61,885 and offset by payments on related party advances of $14,141.

Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows.

The following table summarizes our contractual obligations as of March 31, 2011, and the effect these obligations are expected to have on our liquidity and cash flows in future periods:

	Payments Due By Period
	Total		Less than 1 year		1-3 Years		4-5 Years		5 Years +
Contractual Obligations:
Note payable	$	2,250,000	$	2,250,000	$	-	$	-	$	-
Note payable – related party		2,250,000		2,250,000		-		-		-
Convertible promissory notes		650,000		650,000		-		-		-
Convertible promissory note - related party		100,000		100,000		-		-		-
Operating lease		264,864		47,520		200,061		17,283		-

Total Contractual Obligations	$	5,514,864	$	5,297,520	$	200,061	$	17,283	$	-

Joint Venture Arrangement

In February 2011, a new entity was formed and organized in preparation and in connection with a proposed joint venture. We had entered into a non-binding joint venture term sheet in December 2010 whereby it outlines the material terms and conditions of a proposed joint venture to be entered into between the Company and Concerts International, Inc. (“CII”). Under the terms of this non-binding joint venture term sheet, the parties formed an entity, Capital Hoedown, Inc. (“Capital Hoedown”), to operate an annual country music festival. In connection therewith, a Unanimous Shareholder Agreement, which is filed as Exhibit 10.19 herewith (the “Shareholder Agreement”), was executed and entered into between the Company, CII and Capital Hoedown on April 26, 2011. Based on the Shareholder Agreement, the Company owns 66.67% and CII owns 33.33% of the issued and outstanding shares of Capital Hoedown. Contemporaneously with the execution of the Shareholder Agreement, Capital Hoedown entered into a Management Services Agreement, which is filed as Exhibit 10.20 herewith, with CII and Denis Benoit, owner of CII, whereby a management fee of $100,000 (in Canadian dollars) shall be paid to CII each year such country music festival event is produced. The management fee will be paid in eight equal monthly installments of $12,500 and will cover the salaries of the manager and general office overhead. On April 26, 2011, we issued a revolving demand loan to CII and Denis Benoit up to a maximum amount of $500,000. Additionally, on April 26, 2011, we issued a revolving demand loan to Capital Hoedown up to a maximum amount of $4,000,000. These funds are exclusively for the operation and management of Capital Hoedown. We are entitled to interest of 10% per annum under these revolving demand loans and shall be payable on the earlier of January 15, 2012 or upon demand by the Company. It is currently anticipated that the operations of the Joint Venture will be consolidated with our financial position and operations from its inception.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Recent Accounting Pronouncements

In July 2010, the FASB issued ASU No. 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. ASU 2010-20 requires additional disclosures about the credit quality of a company’s loans and the allowance for loan losses held against those loans. Companies will need to disaggregate new and existing disclosures based on how it develops its allowance for loan losses and how it manages credit exposures. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class. The new guidance is effective for interim- and annual periods beginning after December 15, 2010. Management anticipates that the adoption of these additional disclosures will not have a material effect on the Company’s financial position or results of operations.

BUSINESS

Overview

We were formerly known as The Empire Sports & Entertainment Holdings Co. and we changed our name to Sagebrush Gold Ltd. in order to reflect additional businesses to be pursued by us. Following the departure, in March 2011, of a senior executive officer responsible for developing our sports and entertainment projects, we evaluated several new business opportunities. During May 2011, we were presented with an opportunity to acquire, in consideration for the issuance of 21,000,000 shares of our common stock (which includes common stock underlying 8,000,000 shares of our Series B Convertible Preferred Stock), certain leases with the potential to pursue natural resource exploration, primarily precious metals, as a junior exploration company. As a result, our Board of Directors determined to pursue such acquisition. We appointed a new President, David Rector, with resource and exploration experience, and appointed a Chief Geologist. Our management conducted due diligence and management and their advisors concluded that the Nevada claims were conducive to exploration for gold. However, no deposits have been identified on the leased properties. We will, as a result, be engaged in two primary lines of business, through separate subsidiaries, consisting of resource exploration and sports and entertainment.

Through our subsidiary “The Empire Sports & Entertainment, Co.”, we are engaged in the business of live entertainment as a promoter and producer of entertainment events such as concerts, music festivals, pay-per-view programming and other live events. Our goal is to become a leader in integrated promotion, production, and marketing for a broad variety of live events in sports and music. We promote or produce live music and entertainment shows and sporting events, such as professional boxing and mixed martial arts (MMA). We generate revenue primarily through promoter fees and sharing arrangements with performers and athletes and production of concerts and events. These revenues are expected to consist primarily of sponsorship, advertising and concession fees, ticket sales (“gate”), televised revenue (Pay-Per-View) and media distribution. We believe there may also be opportunities to integrate social media, interactive gaming and social networking technologies directly with our live events and derive additional revenue from our events. Our current operations are primarily focused on the entertainment line of our business and particularly in music festivals. For example, we have entered into a joint venture with respect to promotion of a summer music festival known as the Capital Hoedown to be held in Ottawa, Canada, which headlines Kenny Chesney and Carrie Underwood, on August 11-13, 2011.

Through our subsidiary Arttor Gold, we have the rights to explore on two properties, known as Red Rock and North Battle Mountain. The exploration rights to these properties are evidenced by leases between Arttor Gold and FROG (an affiliate of Arthur Leger, our chief geologist), which acquired its rights to these properties from the Federal Bureau of Land Management by staking claims.

Corporate History

Our wholly-owned subsidiary, The Empire Sports & Entertainment, Co. began operations in 2009. Certain of our assets were acquired from Golden Empire, LLC, a New Jersey limited liability company and as a result our financial statements and results of operations includes certain information regarding the operations of Golden Empire, although we did not acquire Golden Empire. In May 2010, Empire entered into a series of assignment and assumption agreements with Golden Empire, pursuant to which Golden Empire assigned all of its rights, title and interest in certain promotion rights agreements with various professional boxers to Empire.

On September 29, 2010, we entered into the Exchange Agreement with Empire and the shareholders of Empire. Upon closing of the Share Exchange, the Empire Shareholders transferred all of the issued and outstanding capital stock of Empire to us in exchange for shares of our common stock. Such Share Exchange caused Empire to become a wholly-owned subsidiary of the Company. Following the Share Exchange, we succeeded to the business of Empire as our sole line of business.

On October 8, 2010, we entered into the Conveyance Agreement with our wholly-owned subsidiary, Excel Global Holdings, Inc. Pursuant to the Conveyance Agreement, we transferred all of the assets and liabilities associated with our web-based consulting services business to SplitCo. We also entered into the Purchase Agreement pursuant to which we sold all of the outstanding capital stock of SplitCo to certain purchasers in exchange for 17,596,603 shares of our common stock held by the purchasers which were thereafter cancelled.

On May 24, 2011, we entered into four limited liability company membership interests purchase agreements with the owners of Arttor Gold. Each of the Members, sold their interests in Arttor Gold in privately negotiated sales resulting in the Company acquiring one hundred percent (100%) of Arttor Gold. Prior to the sale our President, David Rector, owned approximately 9.5% of Arttor Gold. 2,000,000 shares of our Common Stock were issued to Mr. Rector. Arthur Leger, who the Company intends to engage as its chief geologist, also received 2,000,000 shares of Common Stock in exchange for his approximate 9.5% membership interest in Arttor Gold. Arttor Gold leases from Mr. Leger certain claims in the State of Nevada which the Company intends to explore, and Arttor Gold also holds approximately $2,000,000 of cash acquired by the Company at closing.

Pursuant to the Agreements, in addition to 2,000,000 shares of Common Stock issued to each of Mr. Rector and Mr. Leger (4,000,000 total), the Company issued an additional 8,000,000 shares of a class of preferred stock, designated Series B Preferred Stock and 9,000,000 shares of Common Stock (including 7,000,000 shares of Common Stock to its principal investor FGIT). After giving effect to the foregoing, and assuming the conversion into Common Stock of the Series B Preferred Stock, the Company will have an additional 21,000,000 shares of its Common Stock, on a fully-diluted basis, outstanding following the transaction.

Each share of Series B Preferred Stock is convertible into one share of Common Stock, and has a liquidation preference equal to $0.0001 per share. Shares of Common Stock issued pursuant to the Agreements are subject to lockup agreements which restrict certain sales, transfers and assignments for a period of 24 months unless there has occurred a change of control of the Company, the Board terminates the lockup provisions or a minimum of 1,000,000 ounces of gold deposits are removed from the Arttor lease properties. The lockup agreements do not apply to shares of Common Stock underlying the Series B Preferred Stock. Upon termination of the lockup period with respect to the Arttor Gold Agreements, similar prior lockup agreements with other shareholders of the Company in effect on the closing date are also required to be terminated.

Also on May 24, 2011 and prior to the closing of the limited liability company membership interests purchase agreements, the Members adopted the Amended and Restated Operating Agreement of Arttor Gold. The Operating Agreement provides that Arttor Gold be managed by the Members and that the Members may appoint an officer or officers to manage the business of Arttor Gold. No Member may transfer any portion of his or its interest in Arttor Gold without the unanimous written consent of all of the Members, provided, however, that any Member may transfer all or any portion of his or its membership interest to any other Member. The owners of the majority of the membership interests shall determine the timing, form and amount of distributions, which shall be made to the Members pro rata in accordance with their respective ownership interests.

On June 3, 2011 David Rector was appointed sole manager of Arttor Gold.

Our Business – Entertainment

We are engaged in the business of live entertainment as a promoter and producer for music and sports. Our goal is to become a leader in integrated promotion, production, and marketing for a broad variety of live events. We intend to promote or produce both live music and entertainment shows and sporting events, including professional boxing and mixed martial arts (MMA). We expect to generate revenue primarily through promoter fees and sharing arrangements with performers and athletes, production of concerts and events. These revenues are expected to consist primarily of sponsorship, advertising and concession fees, ticket sales (“gate”), televised revenue (Pay-Per-View), television licensing and media distribution. See “Ticketing, Concession, and Sponsorship Revenues” section below.

As of July 1, 2010, Sheldon Finkel joined Empire as director and Chief Executive Officer pursuant to a written employment agreement . Sheldon Finkel has, for over 30 years, been involved with many name brand music entertainers such as The Grateful Dead, The Allman Brothers, The Doors, The Who, Jimi Hendrix, and Cream. In addition, he was the organizer of the Watkins Glen Summer Jam, which once received the Guinness Book of World Records entry for the largest audience at a pop festival. Mr. Finkel has been a boxing manager since 1980. On June 13, 2010, Mr. Finkel was inducted into the Boxing Hall of Fame. Mr. Finkel no longer represents the foregoing artists however the Company believes it benefits from the broad experience and relationships of Mr. Finkel.

We expect to be a supplier of live music, entertainment and athletic events for domestic and foreign venues and to television networks.

We anticipate our core business will be the promotion and production of live entertainment events, most significantly for concert and other music performances in venues leased and/or operated by us. As a result of our management’s historical involvement in boxing, our sports promotion has initially had an emphasis on boxing and is expanding into mixed martial arts (MMA).

In April 2011, we became the Joint Venture promoter of a three day music festival in Ottawa Canada. The music festival provides the Company with a share of the revenues earned from ticketing, concessions and sponsorships. The Company secured from certain shareholders and its Co-Chairman senior secured loans in the amount of approximately $4.5 million, which has been paid to secure various artists and other rights associated with the event. See “Certain Relationships and Related Transactions” section. During April 2011] we invested $175,000 for a Mixed Martial Arts event that was held on April 9, 2011. Following the event, we received $205,000 in satisfaction of our portion of the proceeds from the April 9, 2011 event. During April 2011 we advanced $225,000 into a Mixed Martial Arts event that will be held on June 18, 2011 in Dallas.

As promoter, we typically would be providing the following services:

• Book talent or tours in an individual market;

• Sell tickets and advertise the event to attract ticket buyers;

• Rent or otherwise provide event venues;

• Arrange for local production services, such as stage, set, sound, lighting; and

• Sell event sponsorships.

As producer, we typically would be providing the following services:

• Develop event content;

• Hire artistic talent;

• Schedule performances in select venues;

• Promote tours; and

• Sell sponsorships.

Our principal products and services for our entertainment business include the following:

•	sale of tickets for our live events,
•	sale of event sponsorship, advertising, and television/cable distributions, and
•	sale of products at the live event concession stands.

Our Business – Sports Promotion

A promoter is in charge of setting up and paying for everything involved and making sure all legal requirements are met. The promoter assumes all financial risk associated with the event, whether paying for the event or securing secondary investors to pay or guarantee the costs. The promoter may be responsible for costs of recruiting, training, housing and travel as well as everything involved in an event. This can include a multitude of items from the plastic cups to the chairs for each corner of the boxing ring to the ring itself. In addition, the promoter is also responsible for the referee, the ticket sales, advertising, licenses and making sure the scales used for weigh-in are properly calibrated.

A promoter will often contract out a lot of the details but the promoter is ultimately responsible if anything doesn't meet legal requirements or if any other issues arise.

A promoter is not a manager. The manager's job is to look out for the interests of the athlete. The promoter's job is to look out for the interests of the promoter. Sometimes those interests align with the athlete’s interests, but many times they do not.

Our mission is to endeavor to align our interests more with the athlete than traditional promoters by creating incentives for our success that also benefit the athlete. This may be through equity ownership, incentives and similar arrangements with athletes who hire us as their promoter.

Since the promoter is assuming all of the financial risk in setting up an event, it means the promoter also expects a large portion of the profit from an event. This is where the promoter's interests traditionally diverge from and become opposed to the athlete’s interests. The promoter and the athlete's manager, for example, negotiate the boxer's "purse" for a fight — how much money the boxer takes home for stepping in the ring. The boxers' respective purses are a cost involved in setting up the fight, just like supplying an ambulance and food vendors are costs. The larger the boxer's purse, the smaller the profit the promoter takes home. So the promoter's financial interests are best served by minimizing the boxer's purse as much as possible. We seek to realign interests and reduce those conflicts and align the interests of athletes more with ours, even though the promoter has no actual duty to be fair.

We will utilize our executive’s skills and know-how to market and advertise an event so that it appeals to a broad demographic and to attract the most paying customers. We will be responsible for the pay-per-view system and obtaining other revenue generating activities. We intend to seek relationships with athletes of various calibers, for boxing and MMA from developing young amateurs to heavyweight champions, and develop new and innovative strategies that enhance our value while providing an equity interest to the athlete in our company. In this manner, we seek to be the first choice for athletes to associate with in order to obtain a promoter that maintains relationships and is operated by people who know the business of boxing, and other sports which we may in the future enter.

We believe that boxing and MMA are among the world's most popular spectator sports and have broad-based international appeal. Domestically, premium networks, HBO and Showtime, use boxing and MMA as core programming.

Our principal products and services for our sports promotion business include the following:

·	Sale of tickets for live sport events;

·	Sale of live sport event sponsorship, advertising and television/cable distributions; and

·	Promoter and advisory services.

Ticketing, Concession, and Sponsorship Revenues

Generally, ticket sales are the Company’s primary source of revenue. Ticket sales for our entertainment and sporting events are handled through third party ticket agencies that specialize in the sale and distribution of tickets. These third parties are contractually responsible for the printing, storage, credit card transactions, cash transactions, and distribution of tickets. The revenues from sold tickets are maintained by the third party ticket vendor and paid to the Company, after any associated ticket expenses, such as “convenience charges,” “order charges,” and “delivery charges” are deducted. The software and systems used in ticket sales are maintained and operated exclusively by the third party vendor, and the Company relies solely on third parties for ticketing and they have their own system back-up procedures. The Company does not have its own ticketing system.

Our ancillary revenue streams are derived from sponsorships and concessions. Sponsorships usually include a combination of an initial fee paid to the Company for the exclusive right for the sponsor to promote a particular category of product or services at one or more of our events and a percentage of sales paid to the Company if the sponsor provides such product or service at the event. Revenues from concessions such as beverages and food purchased by event spectators are paid directly to the Company and then the Company pays for the labor and costs associated with selling these items, retaining the profits in full. Alternatively, we may choose to hire a professional food service and catering company to manage and sell beverages and food, in which case the Company receives a percentage of the profits from the professional food service provider.

Customers

In 2010, three customers accounted for 82% of our total consolidated revenues. These three clients, Klitschko Management Group , Top Rank Inc. and Global Sports Group, LLC, represented approximately 62%, 11% and 9%, respectively, of our total consolidated revenues in 2010.

Business Growth Strategy Goals

Our growth plans focus on the following goals:


	•	Expanding our core business, both domestically and internationally;
	•	Signing, developing and acquiring new talent that can achieve marquee or star status and become premium cable and PPV attractions;
	•	Increasing the sales of media rights, site rights, and sponsorship for existing series;
	•	Acquiring other promotional companies in an effort to increase market share;
	•	Extending our core brand into related merchandising through licensing arrangements with established merchandisers;
	•	Creating and distributing other content;
	•	Acquiring video libraries;
	•	Developing our presence in other entertainment and sports-driven categories (not related to boxing) in the areas of merchandising consulting services and properties;
	•	Consideration of corporate acquisitions of companies in the sports marketing, management (athletes, entertainers, and television production); and
	•	Rights-generating businesses (other event-driven sport/entertainment products).

Competition

We operate in a highly competitive and fragmented industry. Sports and entertainment companies engaged in similar businesses as the Company with which the Company may compete for talent, events or venues include companies significantly larger and more well-known and established than the Company. The greater size, reputation and resources, both financial and otherwise, of such other businesses may put us at a disadvantage.

We may acquire or lease or enter into agreements to operate venues in which our events will take place. In markets where we will lease or operate a venue, we compete with other venues to serve artists likely to perform in that general location. In markets where we do not operate venues, we compete with other venues for dates for popular national tours. Consequently, touring artists have significant alternatives to our venues in scheduling tours. In addition, in the markets in which we promote musical concerts and events, we face competition from other promoters, as well as from artists that promote their own concerts. We believe that barriers to entry into the promotion services business are low and that local promoters are increasingly expanding the geographic scope of their operations.

The marketing and athlete representation industry is highly competitive. Competitors include a few large companies that operate in the areas in which we operate, as well as many smaller entities which operate similarly to us.

Professional boxing and mixed martial arts are dominated by a small number of promoters who work with and are known to the leading television networks and venues. There are approximately 10 major boxing promoters in the world, most of which are based in the United States. The reputation of our major boxing competitors in the U.S. may put us at a significant disadvantage

Our Junior Gold Resource Exploration Business

We are engaged in the highly speculative business of exploring for gold. We currently hold leases on two properties in north central Nevada, on which we have the right to explore, and if warranted, mine for gold. Our current plan is to explore for gold at one of our properties, Red Rock, and to determine if it contains gold deposits, which can be mined at a profit. Our property is currently not known to contain gold deposits which can be mined at a profit. We have commenced initial exploration activities. We also plan to acquire additional exploration prospects, and we are presently negotiating for one. Our exploration staff consists solely of our Chief Geologist, Arthur Leger. We plan to engage independent engineers, contractors and consultants on an as-needed basis. We cannot assure that a commercially exploitable gold deposit will be found on our property.

In Nevada, there are five property categories that can be available for exploration and eventual development and mining: public lands, private fee lands, unpatented mining claims, patented mining claims, and tribal lands. Our properties consist of unpatented mining claims on federal lands. The primary sources of land for exploration and mining activities are land owned by the United States federal government through the Bureau of Land Management and the United States Forest Service, land owned by state governments, tribal governments and individuals, or land obtained from entities which currently hold title to or lease government or private lands.

We currently have rights to explore for gold on two properties, known as Red Rock and North Battle Mountain Mineral Prospects, which we acquired pursuant to our acquisition of Arttor Gold, both of which we lease from Frog, which acquired its rights to this property from the Federal Bureau of Land Management by staking.

Although mineral exploration is a time consuming and expensive process with no assurance of success, the process is straightforward. We first acquire the rights to explore for gold. We then explore for gold by examining the soil, the rocks on the surface, and by drilling into the ground to retrieve underground rock samples, which can then be analyzed for their mineral content. This exploration activity is undertaken in phases, with each successive phase built upon the information previously gained in prior phases. If our exploration program discovers what appears to be an area which may be able to be profitably mined for gold, we will focus most of our activities on determining whether that is feasible, including further delineation of the location, size and economic feasibility of any such potential ore body.

In the event that we discover gold deposits on our property, which can be mined at a profit (as to which there can be no assurance), we will sell the rights to mine our property to a third party or enter into other arrangements. Any gold that is mined from our property will be refined and eventually sold on the open market to dealers.

Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:

·	fluctuation in the supply of, demand and market price for gold;

·	mining activities of our competitors;

·	sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

·	interest rates;

·	currency exchange rates;

·	inflation or deflation;

·	fluctuation in the value of the United States dollar and other currencies; and

·	political and economic conditions of major gold or other mineral-producing countries.

Our Junior Gold Resource Exploration Competition

We compete with other exploration companies, many of which possess greater financial resources and technical abilities than we do. Our main areas of competition are acquiring exploration rights and engaging qualified personnel. The gold exploration industry is highly fragmented, and we are a very small participant in this sector, which places us at a competitive disadvantage. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have probably established more strategic partnerships and relationships and have greater financial accessibility than we do.

There is significant competition for properties suitable for gold exploration. As a result, we may be unable to continue to acquire interests in attractive properties on terms that we consider acceptable.

Properties

We currently have rights to explore for gold on two properties, known as Red Rock and North Battle Mountain Mineral Prospects, which are located in Lander County, in central Nevada, as illustrated in the following maps:

For a full description of the properties, operational histories, and geological data of both the Red Rock Property and the North Battle Mountain Property, including references, please see our Geological Report and Summary of Field Examinations prepared by R.A. Lunceford, M.Sc., CPG, filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on June 10, 2011 and which is incorporated by reference herein.

Red Rock Property

The Red Rock Property (“Red Rock”) is located in Lander County, Nevada, 42 kilometers south of Battle Mountain. The property consists of 5 groups of unpatented lode claims, totaling 269 claims and encompassing approximately 5,560 acres of land. Access to Red Rock is via Nevada State Highway 305, traveled south from Battle Mountain approximately 42 kilometers to the Carico Lake Valley/Red Rock Canyon, then east along an improved gravel road, one-half kilometer to the claim block boundary. Most of the property is accessible by secondary gravel roads. See “Lease Agreements” below.

Red Rock History and Geology

Red Rock is located in Lander County where Barite mining began in the 1930’s, at the north end of the Shoshone Range. The Mountain Springs Mine located approximately one-half kilometer north of Red Rock began production in 1952. The Mountain Springs Mine was reported to have produced over 1.0 million tons of ore in 2004 (Castor, Ferdock, 2004). At the north end of Red Rock barite was exploited from a small pit (Figure 2). In addition, numerous trenches and bulldozed pits, at several locations on the southwestern margin of Red Rock attest to barite prospecting activities which commenced in the 1950’s and continued to the 1980’s (Stewart, et. al., 1977).

Historical prospecting for gold, if any, on Red Rock is not known. Cameco (US) Inc. (“Cameco”) first identified gold potential on Red Rock in 1996, and claims were staked in 1996, 1997, and 1998. In 1996, 165 rock geochemical samples were collected concurrent with geologic mapping. Elevated gold, arsenic, antimony, mercury, and molybdenum were obtained from outcrops cut by limonitic, silicified breccias and iron-oxide coated shears and fractures. A gold anomaly, approximately 670 m by 60 m, was identified in the western one-half of section 22. Rock chip gold values to 13.2, 12.1, 4.4, 3.7, 1.09 ppm, were obtained from outcrops on the current RRC claims (western 10 claim block - not part of Red Rock, - (Leger, 2009)).

In 1998, a modest reverse circulation drill program consisting of five shallow holes totaling 720.9 m targeting upper plate rocks was completed (Figure 2) by Cameco. One hole, RRC98-05 (in the northwest quarter of the RRC claim block - not on Red Rock), intersected 9.1 m at 1.285 ppm Au/t (0.037 oz/ton) immediately beneath alluvium at a depth of 7.6 m. Cameco drill hole RRC98-04 was collared just south of the RRC claims within Red Rock but specific drill results were not available for this hole. Reportedly, anomalous intervals of gold, silver, or mercury were intercepted in all five holes (Conway, et. al., 2006).

In March 2004, Luna Gold Corp. (“Luna”) leased Red Rock, and geologic mapping was undertaken concurrent with the collection of 62 rock and 78 soil geochemical samples. Sample results confirmed the gold anomaly discovered in section 22 by Cameco in 1996-1997 (Conway, et. al., 2006).

In September 2005, Centerra (US) Inc. (“Centerra”) entered into a Letter of Intent with Luna for an exploration agreement on Red Rock which was followed with a formal Exploration Agreement with Option for Joint Venture in February 2006. One hundred fourteen new claims were staked in late 2005 and a Notice of Intent for construction of 12 drill sites and access roads was filed with the BLM and approved in early 2006. Geologic mapping (1:6000 scale) commenced in 2005 and continued into 2006. A grid soil survey (60 m stations by 120 m lines), consisting of 1744 samples, was completed, and 219 rock geochemical samples were collected.

In late December 2005, MWH Geo-Surveys completed a 368 station gravity survey on a 120 m by 600 m grid and the data combined with the earlier 1999 Cameco survey (Conway, et. al., 2006). The objective of the survey was to map the boundary between Tertiary volcanics and Paleozoic rocks along the west side of the Horse Mtn. window, where lower plate rocks are exposed. Low density volcanic rocks produce a gravity low when juxtaposed against the higher density Paleozoic sediments to the north (Wright, 2009). The contact is fault controlled by the west-northwest oriented Caetano Break, which exhibits predominantly normal movement down to the south. The fault is complex with bifurcations and bends noted. Cutting the Caetano Fault, and offsetting the contact are several north-south to northeast oriented cross structures.

Centerra’s 2006 program focused on detailed geologic mapping and rock sampling within a northwest-trending gold soil anomaly identified in 2005. An additional 286 rock and 235 soil samples were collected in 2006. Sampling led to the discovery of a northwest trending gold anomaly 6.5 kilometers long hosted within upper plate Paleozoic rocks along the Caetano Break. Anomalous gold (soil) values range from 20 to 1,200 ppb. Subtle north-northwest zones of elevated gold cut the main trend. Gold rock values confirm bedrock sources and returned values to 1.19 ppm and 3.29 ppm. Elevated mercury and arsenic show strong correlation with gold.

Locations of Centerra drill holes completed on Red Rock during 2006 and 2007 drill programs are indicated in Figure 2. In 2006, drill hole RRC06-06 was collared on a northeast fault east of the gold anomaly on the east side of the Red Rock Property. Lower plate Roberts Mountains Formation calc-siltstone, 176 m in thickness was intersected at a depth of 439 m. Moderately strong antimony (9 to 52 ppm) was present throughout the lower 58 m of decalcified Roberts Mountains Formation from 576 to 634 m, interpreted by Centerra geologists to be the distal geochemical expression of a Carlin-type gold system. The pre-collar hole RRC06-08 in the southwestern part of the claim block was located to test Caetano Break faults within the gold anomaly. Gold values to 232 ppb occurring with faults in the upper part of the hole were intercepted in upper plate stratigraphy.

In 2007, drill hole RRC07-08C was continued as a core tail from a 2006 pre-collar (RRC06-08) located in the southwest part of the property. At a T.D. of 894.1 m, the hole did not reach lower plate stratigraphy but multiple narrow zones up to 0.312 ppm Au were intercepted in structures. Drill hole RRC07-10C, collared on the eastern edge of the property, intercepted 0.514 ppm Au within an interval averaging 0.298 ppm over 12.2 m from at 426.7 to 438.9 m (12.2 m from 427 to 439 m). The mineralization was associated with collapse brecciation, variable to intermittent moderate to strong decalcification, and silicification (+/- pyrite). Roberts Mountains Formation calc-siltstone was intersected at 445 m. Spotty low level gold value to 141 ppb was intercepted in the lower plate Robert Mountain Formation from 653 to 714 m.

The 2006-2007 drill holes completed by Centerra were collared to test structural targets based on geologic mapping and geophysical interpretations but with the prime objective of reaching the lower plate of the Roberts Mountain thrust. Testing surface geochemical anomalies, including gold were secondary objectives or ignored. Drill holes RRC06-06C, and RRC07-10C were targeted on northeast trending faults in the eastern part of Red Rock. They were located with the belief that lower plate Roberts Mountain Formation rocks could be found at a relatively shallow depth, based on the Horse Mountain window, which lies 1.5 kilometers east of the claim block.

In 2007 fifty-three additional claims were located along the southwest part of the claim block, and detailed geologic mapping (1:2400 scale), in select target areas in the northwest, central, and southeast parts of the property, was completed. Mapping focused on tracing marker beds and establishing the location and nature of contacts between units. An additional 96 rock samples and 18 fossil samples were collected and age dates were obtained, although results did not allow for definitive formational assignations.

Centerra expended a total of US$1.52 million on Red Rock (including exploration conducted on the RRC claims - not part of Red Rock) between 2005 and 2007 (Conway, 2007).

North Battle Mountain Property

The North Battle Mountain Property (“NBM Property”) is located in Lander County, Nevada, 18 kilometers north of Battle Mountain. The property consists of 36 contiguous unpatented load claims and encompasses approximately 291 hectares (720 acres) of land. Access to the North Battle Mountain Property is via a paved county road for about 9 kilometers to the North Battle Mountain rail siding, and then the property is reached via a graded gravel road from which an unimproved dirt road leads east to the north-central part of the property. See “Lease Agreements” below.

To date, exploration activities include detailed geologic mapping, rock and soil geochemical sampling; a detailed gravity survey and a three-line CSAMT survey. Three drill holes are planned to test for a Carlin-type gold deposit.

NBM Property History and Geology

Early activity in the North Battle Mountain District was focused on silver-rich base metal mineralization discovered in 1906 at the Snowstorm Mine, located at the south end of the Sheep Creek Range about 13 kilometers south-southeast of the NBM Property. Intermittent mining and exploration at the Snowstorm Mine resulted in a little more than 1,500 tons of ore produced in 1910 and 1927-28 from underground workings and a series of open cuts and pits. The ore contained an average grade of 35 oz. silver per ton, 12% lead, and 0.04 oz. gold per ton (Stewart, et. al., 1977).

Barite exploration in the 1970’s resulted in numerous trenches and prospect pits found scattered along the west side of the Sheep Creek Range. Barite occurs as interbedded chemical precipitates within chert beds; however, most occurrences in the North Battle Mountain District are too low grade to be mined economically (Stewart, et. al., 1977).

The history of gold exploration along the west flank of the Sheep Creek Range has been summarized by Leger (2009).

1968: Gott and Zablocki (1968) published their work on a geochemical and geophysical investigation by the U.S. Geological Survey Heavy Metals Program which was conducted along the western flank of the Sheep Creek Range. Gott and Zablocki.s (1968) study revealed that at various localities along the range-front, especially in section 22, T34N, R45E, elevated precious and base metals (Zn, As, Hg, Ag, Cu, Pb with lesser amounts of Au, Mo, and Sb) are associated with FeOx development on faults, fractures, and quartz veins in pre-Tertiary upper plate rocks.

1970s: Barite exploration was conducted by various companies.

1990-1997: The region was the focus of several gold exploration programs. Companies known to have been active during the last decade include: Battle Mountain Gold Company, (“Battle Mountain Gold”) Placer Dome Corp. (“Placer Dome”), Teck Resources Inc. (“Teck”), Gold Fields Mining Corp. (“Gold Fields”), Touchstone Resources, Inc. (“Touchstone”), Phelps Dodge Corp. (“Phelps Dodge”), Cambior, Inc. (“Cambior”), and Cameco. The primary exploration focus was the pre-Tertiary sedimentary rocks, which crop out along the western range-front. However, most of the known drilling was concentrated in the Snowstorm Mine area, leaving a large tract of prospective ground available for evaluation.

Cambior contracted an aeromagnetic survey along the western side of the Sheep Creek Range and subsequently completed 4-5 shallow reverse circulation holes on their claims. According to Leger (2009), one hole was collared near the southwest corner of section 22.

1998-99: Cameco discovered elevated metal concentrations and extensive hydrothermal alteration on the NBM Property and subsequently located 36 claims. Rock geochemical sampling (82) and soil samples (340) were collected for Cheleach and Enzyme leach studies.

2004: The NBAM claims, located by Leger (2003, 2006, & 2007), were subsequently leased to Luna Gold Corp. Luna Gold’s activities consisted of limited geologic mapping, rock geochemical and soil sampling before terminating their agreement.

2006: Rock samples were collected by Arthur Leger and submitted for geochemical analyses.

2007: Gold Run Inc. and Rae-Wallace Mining Company visited the property and collected rock samples for geochemical analyses. Rae Wallace leased the property and conducted a limited geologic and rock sampling program. Rae Wallace dropped the lease before performing any work.

2008: Rock geochemical sampling was completed by Arthur Leger and Gold Reef International Inc. who intended to lease the NBM Property. Due to financial difficulties, Gold Reef elected not to continue with negotiations (Leger, 2009).

2008: Arthur Leger mapped the property at a scale of 1:6000 and collected 117 rock geochemical samples.

All rock and soil geochemical samples were analyzed for gold and multi-elements. Rock geochemical sampling indicates elevated metals focused in the central portion of section 22, primarily along northeast, east-west and northwest-trending faults. Gold values vary from 10 to 407 ppb Au; arsenic values range from 100 to 1910 ppm as; antimony from 50 to 534 ppm Sb; and mercury from 1 to 69 ppm Hg. The highest gold value (407 ppb Au - #4620) was obtained from a sample of silica-flooded, micro-quartz veined, jasperoid containing abundant limonitic staining. Other rock sampling indicated copper values from 200 to 2110 ppm; molybdenum from 10 to 520 ppm; zinc from 100 to 4730 ppm; lead from 100 to 1445 ppm; bismuth from 100 to 300 ppm; and tungsten from 90 to 360 ppm. Soil samples collected by Luna Gold Inc. indicated gold values from <5 to 31 ppb, arsenic from 4 to 92 ppm, antimony from <2 to 103 ppm, mercury from 10 to 880 ppb and silver from <0.2 to 0.6 ppm (Leger, 2009).

In 2008, Gold Reef International Inc. contracted Big Sky Geophysics (Bozeman, Montana) to conduct a gravity and magnetic survey along the entire west side of the Sheep Creek Range. Permission was given to conduct the survey over the NBM Property. An agreement was made between Arthur Leger and Gold Reef International Inc. that NBM geophysical information would be passed to Leger. In his report on the section 22 geophysical program, Jorgensen. Big Sky Geophysics (2009) noted that magnetic and gravity data complement each other well (e.g. Strong magnetic highs correlate with gravity lows). Jorgensen interpreted the strong gravity high, located in the east-central part of section 22, as either a mafic intrusive at depth or a horst. Jorgensen (2009) recommended four target areas for more detailed work. These areas contain gravity lows that cut across gravity highs and may represent mineralization at depth. He suggested conducting a more detailed gravity survey to better define alteration, structure and estimated depth to the top of the gravity high.

Lease Agreements

On May 24, 2011, as a result of our acquisition of Arttor Gold we acquired through our new wholly-owned subsidiary Arttor Gold two lease agreements with F.R.O.G. Consulting, LLC (an affiliate of Mr. Leger, our chief geologist) for the Red Rock Mineral Property and the North Battle Mountain Mineral Prospect. The leases grant the exclusive right to explore, mine and develop gold, silver, palladium, platinum and other minerals on the properties for a term of ten (10) years and may be renewed in ten (10) year increments. The terms of the Leases may not exceed ninety-nine (99) years.

Arttor Gold paid FROG $5,000 upon the signing of each lease and advance minimum royalty payments of $15,000 are due upon the first anniversary of signing, $35,000 upon the second anniversary of signing, $45,000 upon the third anniversary of signing, $80,000 upon the fourth anniversary of signing and the greater of $100,000 or the U.S. dollar equivalent of ninety (90) ounces of gold upon the fifth anniversary of signing and annually thereafter during the terms of the Leases. A production royalty of three percent (3%) of the dollar value or gross sales price of gold, silver, platinum, or palladium sold to a buyer and one percent (1%) of the gross sales price of any other mineral sold to a buyer (the “NSR Royalty”). Arttor Gold has the right to buy down the production royalties on gold, silver, platinum and palladium by payment of $2,000,000 for the first one percent (1%).

Employees

As of June 15, 2011 , we had 5 active full-time employees, and 1 contractor. We are not represented by labor unions. We believe that our relationship with our employees is satisfactory, but there can be no assurances that we will continue to maintain good relations with our employees.

Legal Proceedings

Other than as described herein, we are not involved in any pending legal proceeding or litigations and, as far as we are aware, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.

Independent Registered Public Accounting Firms

On May 31, 2011, J.H. Cohn LLP (“J.H. Cohn”) resigned as the Company’s and Golden Empire’s independent registered public accounting firm.

During the period from November 30, 2009 to December 31, 2009, J.H. Cohn’s report on Golden Empire’s financial statements did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period from February 10, 2010 (Inception) to December 31, 2010, J.H. Cohn’s reports on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During these periods, both the Company and Golden Empire and the subsequent interim period through May 31, 2011, (i) there were no disagreements between the Company or Golden Empire and J.H. Cohn on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of J.H. Cohn would have caused J. H. Cohn to make reference to the subject matter of the disagreement in connection with its reports on the Company's or Golden Empire’s financial statements; and (ii) there were no reportable events as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K.

On June 1, 2011, J.H. Cohn provided a letter addressed to the Securities and Exchange Commission stating J.H. Cohn’s agreement with the above statements. A copy of the letter, dated June 1, 2011, is filed as Exhibit 16.1 to the Current Report on Form 8-K, filed on June 3, 2011.

On June 1, 2011, the Company engaged KBL, LLP (“KBL”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2011. The change in the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on June 1, 2011.

During the periods referred to above for both the Company and Golden Empire and the subsequent interim period through May 31, 2011, neither the Company nor Golden Empire consulted with KBL regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s or Golden Empire's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

MANAGEMENT

Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of stockholders or until his successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors. The following table sets forth information regarding the members of our board of directors and our executive officers:

Name	Age	Position with the Company

Sheldon Finkel	66	Chairman and Chief Executive Officer

David Rector	64	President

Barry Honig	39	Co-Chairman

Adam Wasserman	46	Chief Financial Officer

Peter Levy	49	Executive Vice President

Sheldon Finkel, Chairman and Chief Executive Officer , was appointed as our Chairman and Chief Executive Officer on September 29, 2010 . He has been managing fighters since 1980. Finkel was selected by the Boxing Writers Association of America as manager of the year in 1990 and 1993. In June 2010, he was inducted into the Boxing Hall of Fame. He produced the Watkins Glen Summer Jam concert in 1973, that featured the Grateful Dead, Allman Brothers and The Band. From 2006 to 2010, Mr. Finkel was the President of Shelly Finkel Management Inc., a business specializing in the management of professional fighters, including world-class boxers such as Mike Tyson and Manny Pacquaio. In addition during 2006 through 2010, Mr. Finkel handled a number of business ventures and negotiated opportunities for boxing heavyweight fighters Vitali and Wladmir Klitschko. From 2010 to present time, Mr. Finkel dedicated his full-time efforts in leading Empire as an entertainment promoter. Mr. Finkel serves as a director on our Board based on his history in the entertainment and live sporting events.

David Rector, President, was appointed as our President on May 12, 2011. Mr. Rector served as the Chief Executive Officer, President and Director of Nevada Gold Holdings, Inc. from November 5, 2009 to May 2, 2011. Mr. Rector had previously served as Nevada Gold Holdings, Inc.’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director from April 19, 2004 through December 31, 2008. He has served as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of Standard Drilling, Inc. since November 2007 and served as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of Universal Gold Mining Corp. from September 30, 2008, until November 2010. Mr. Rector previously served as President, Chief Executive Officer and Chief Operating Officer of Nanoscience Technologies, Inc. from June 2004 to December 2006, when he resigned as an officer and director of Nanoscience. Mr. Rector also served as President, Chief Executive Officer, Chief Financial Officer and Treasurer of California Gold Corp. (f/k/a US Uranium, Inc.) from June 15, 2007 to July 11, 2007 and again from August 8, 2007 to November 12, 2007. From 2007 through 2009 Mr. Rector served on the Board of Directors of Rx Elite, Inc. Since June 1985, Mr. Rector has been the principal of the David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. Mr. Rector serves on the board of directors of the following public companies: Senesco Technologies, Inc. (since February 2002), Dallas Gold & Silver Exchange (since May 2003), California Gold Corp. (since June 2007), Standard Drilling, Inc. (since November 2007), and Li3 Energy, Inc. (since June 2008).

Barry Honig, Co-Chairman , was appointed as our Co-Chairman on September 29, 2010. He has served as Co-Chairman of InterCLICK, Inc. (NASDAQ:ICLK) since August 2007. Since January 2004, Mr. Honig has been the President of GRQ Consultants, Inc., and is a private investor and consultant to early stage companies and sits on the board of several private companies. Mr. Honig serves as a director on our Board of Directors due to his success as an investor, extensive knowledge of the capital markets, his judgment in assessing business strategies, and his knowledge of sports and marketing.

Adam Wasserman, Chief Financial Officer , was appointed as our Chief Financial Officer on November 11, 2010. He has been an integral member of executive management responsible for financial and accounting. He has a strong background in financial reporting, budgeting and planning, mergers and acquisitions, auditing, accounting, automated systems, banking relations and internal controls. Mr. Wasserman has substantial experience with SEC filings such as initial public offerings, 10-Ks and 10-Qs. Mr. Wasserman has a strong background in serving companies located in China, and has been extensively involved in managing private-to-public projects and providing consulting services to public companies in China since 1999.

Mr. Wasserman is chief executive officer for CFO Oncall, Inc. and CFO Oncall Asia, Inc. (collectively “CFO Oncall”), where he owns 80% and 60% of such businesses, respectively. CFO Oncall, Inc. provides chief financial officer services to various companies. Mr. Wasserman has served as Chief Financial Officer of Oriental Dragon Corporation since July 2010 to the present. In addition, Mr. Wasserman has served as the Chief Financial Officer of Transax International Limited since May 2005 and Gold Horse International, Inc. since July 2007 to the present. Mr. Wasserman also served as Chief Financial Officer for Lotus Pharmaceuticals, Inc. from October 2006 to April 2009, China Wind Systems, Inc. in 2007 and 2008, Genesis Pharmaceuticals Enterprises, Inc. from October 2001 until October 2007, and all under the terms of the consulting agreement with CFO Oncall, Inc.

From 1991 to 1999, he was Senior Audit Manager at American Express Tax and Business Services, in Fort Lauderdale, Florida, where his responsibilities included supervising, training and evaluating senior staff members, work paper review, auditing, maintaining positive client relations, preparation of tax returns and preparation of financial statements and the related footnotes. From 1986 to 1991, he was employed by Deloitte & Touche, LLP. During his employment, his significant assignments included audits of public (SEC reporting) and private companies, tax preparation and planning, management consulting, systems design, staff instruction, and recruiting.

Mr. Wasserman holds a Bachelor of Science from the State University of New York at Albany. He is a CPA (New York) and a member of The American Institute of Certified Public Accountants, is a director, treasurer and an executive board member of Gold Coast Venture Capital Association and is a director and audit committee member of China Direct Industries, Inc., a NASDAQ listed company, since January 2010 and Bohai Pharmaceuticals Group, Inc, since July 12, 2010.

Peter Levy, Executive Vice President, was appointed as our Executive Vice President on September 29, 2010. He commenced his career as a practicing attorney with the New York law firm, Rosenman Colin Freund Lewis and Cohen. In 1989, Mr. Levy joined AT&T, first as a technology attorney in the Computer Systems Business Unit, and subsequently as an attorney and Senior Attorney in the Consumer Business Unit and AT&T EasyLink Services, AT&T Internet Division. He became the Division Head of AT&T Advanced Consumer Enterprises, AT&T's strategic planning group responsible for researching and developing new consumer services aligned with telecommunications. From 1999 until April of 2010, Peter Levy was a partner and principal of Sobel & Co., LLC, Certified Public Accountants and Consultants, a regional CPA firm, where Mr. Levy was responsible for the firm's Sarbanes-Oxley practice, Strategic Planning, and the Corporate Integrity Unit. Most recently prior to joining our Company, Mr. Levy was head of Research and Development for JMP Holdings, a real estate development firm maintaining a portfolio of retail, entertainment, sports, education, government projects, and residential properties. Mr. Levy graduated from Harvard University in 1982 and Cornell Law School in 1985.

There are no family relationships among our executive officers and directors.

Tom Arnold, Advisory Board, has established himself to both television and film audiences worldwide, having won such awards as the Peabody Award and a Golden Globe Award. Additionally , he hosted “BEST DAMN SPORTS SHOW PERIOD” on the Fox Sports Network. He recently returned to Fox Sports Network as both producer and host of the kids’ baseball show “KID PITCH”. Arnold also appeared in films like “NINE MONTHS” with Hugh Grant, Julianne Moore, and Robin Williams, “TRUE LIES” with Arnold Schwarzenegger, “HERO” with Dustin Hoffman, and “AUSTIN POWERS: INTERNATIONAL MAN OF MYSTERY” with Mike Myers.

Independent Directors

We do not believe that any of our directors is an “independent director,” as that term is defined by listing standards of the national exchanges and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act.

Board Committees

Our Board of Directors may appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee, in the future. We intend to appoint such persons to the committees of the Board of Directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek listing on a national securities exchange, and we are under no obligation to do so.

Code of Ethics

The Board of Directors has approved, and we have adopted, a Code of Ethics that applies to all of our directors, officers and employees. We will provide a copy of the Code of Ethics free of charge upon request to any person submitting a written request to our Chief Executive Officer.

Director Compensation

Except for the options granted as set forth below, we have not had compensation arrangements in place for members of our Board of Directors and have not finalized any plan to compensate directors in the future for their services as directors. We may develop a compensation plan for our independent directors in order to attract qualified persons and to retain them. We expect that the compensation arrangements may be comprised of a combination of cash and/or equity awards.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below sets forth, for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive officer or principal financial officer during the last fiscal year and (ii) our most highly compensated executive officer, other than those listed in clause (i) above, who was serving as executive officers at the end of the last fiscal year (together, the “Named Executive Officers”). No other executive officer had annual compensation in excess of $100,000 during the last fiscal year. The value attributable to any Option Awards and Stock Awards reflects the grant date fair values of stock awards calculated in accordance with FASB Accounting Standards Codification Topic 718. As described further in Note 5 – Stockholders’ Equity – Common Stock Options to our consolidated year-end financial statements, a discussion of the assumptions made in the valuation of these option awards and stock awards.

Name and Principal Position	Year	Salary		Bonus		Option Awards		Stock Awards	All Other Compensation	Total
		($)		($)		($)		($)	($)	($)

Sheldon Finkel,	2010		250,000		-		510,000		-	760,000
Chairman of the Board of Directors of the Company and Chief Executive Officer (1)			-		-		-	-	-	-

Adam Wasserman, Chief Financial Officer (2)	2010		-		-			12,000	29,250	41,250

Gregory D. Cohen, until March 2011 ,	2010		90,000		-		360,000	-	-	450,000
President, Chief Operating Officer, Secretary and Director (3)			-		-		-	-	-	-

Peter Levy	2010		37,500		-		150,000	-	-	187,500
Executive Vice President

Betty Soumekh , former	2010		-		-		-	-	-	-
President and Chief Executive Officer	2009		-		-		-	-	-	-

(1)	Mr. Finkel was appointed as our Chairman and Chief Executive Officer on September 29, 2010.
(2)	Mr. Wasserman was appointed as our Chief Financial Officer on November 11, 2010.
(3)	Mr. Cohen was appointed as our President, Chief Operating Officer, Secretary and Director on September 29, 2010. He resigned from all positions with the Company on March 29, 2011.
(4)	Ms. Soumekh resigned as President and Chief Executive Officer on September 29, 2010.

Director Compensation

Name	Fees Earned or Paid in Cash	Stock Awards	Option Awards*	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Barry Honig	-	-	$240,000	-	-	-	$240,000

*Calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

Outstanding Equity Awards at Fiscal Year-End

Other than as set forth below, there were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to our named executive officers as of December 31, 2010.

	Option Award
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (1)		Option Exercise Price ($)		Option Expiration Date
Sheldon Finkel		0		0		850,000	$	0.60	September 29, 2020
Gregory D. Cohen		0		0		0 (2)	$	0.60	September 29, 2020
Peter Levy		0		0		250,000	$	0.60	September 29, 2020

(1)	Upon closing of the Share Exchange, we reserved 10-year options to purchase an aggregate of 2,800,000 shares of our common stock at $0.60 per share, which options vest over a three-year period.

(2)	Effective March 29, 2011 Mr. Cohen surrendered all 600,000 options previously awarded.

All options described are subject to and have been issued under our 2010 Equity Incentive Plan except for the options and were issued to Peter Levy pursuant to his employment agreement.

Adam Wasserman Financial Services Agreement

We entered into an engagement letter with Adam Wasserman in September 2010. Pursuant to the terms of this engagement letter, Mr. Wasserman is paid a monthly retainer fee of $4,000 for accounting services performed beginning October 2010 and a onetime fee of 20,000 shares of common stock upon execution of this agreement. We valued these common shares at the fair market value on the date of grant at $0.60 per share. Mr. Wasserman agreed to act as our Chief Financial Officer. During fiscal year ended December 31, 2010, fees amounted to $41,250.

Employment Agreements

On May 19, 2010 (the “Effective Date”), our wholly-owned subsidiary, Empire , entered into a 3 year employment agreement with Sheldon Finkel, our Chief Executive Officer (the “Employment Agreement”). As Chief Executive, Mr. Finkel is solely and exclusively responsible for all operations of Empire, and exclusive authority to hire employees and consultants, within the budget for such activities, reporting directly to the Board of Directors. Unless notice of non-renewal is provided sixty days prior to the end of the term, the term of employment will be continued for an additional 3 years. Mr. Finkel receives a base salary of $500,000 per year, plus reimbursement of expenses and shall participate in an incentive compensation plan to be established for an annual bonus (“Bonus”). Mr. Finkel will be entitled to a Bonus amount equal to ten percent (10%) of our audited annual Net Income (prior to the acquisition, of Empire), determined in accordance with US Generally Accepted Accounting Principles, consistently applied (“GAAP”). Net Income shall be as reported for each fiscal year as filed on the Annual Report on Form 10-K filed with the Securities and Exchange Commission, or if no such report is required to be filed, by mutual agreement on or prior to February 28 of each year, and if not agreed then by an accounting firm mutually agreed to by the parties (whose fees and expenses shall be paid by Empire), and prepared in accordance with GAAP. Each Bonus payment shall be made to Mr. Finkel no later than 95 days following the last day of the fiscal year for which Net Income has been determined.

Pursuant to the Employment Agreement, Mr. Finkel was also entitled to subscribe for 1,252,000 shares of common stock of Empire for consideration of $100,000, which equates to 10% of the fully diluted common stock of Empire as of the effective date of the Employment Agreement. The initial grant (as described below) and any subsequent antidilution shares (as described below) are subject to repurchase by us at the price paid by Mr. Finkel as follows: (i) 100% of the initial grant and any subsequent antidilution shares are subject to repurchase if Mr. Finkel is not employed on the date of the Share Exchange or on the first anniversary of the effective date of the Employment Agreement; (ii) 2/3 of the initial grant and any antidilution shares are subject to repurchase if Mr. Finkel is not employed by Empire or us on the second anniversary of the effective date; and (iii) 1/3 of the initial grant and any antidilution shares are subject to repurchase if Mr. Finkel is not employed by Empire or us on the second anniversary of the effective date of the Employment Agreement. The Board of Directors made an initial grant of restricted stock to Mr. Finkel on the date that is the earlier of: (i) the date on which our common stock shall be quoted on the OTC Bulletin Board, the OTCQB or any national securities exchange or acquired by any such company; or (ii) the date on which we shall become obligated to file reports with the SEC. The initial grant shall be equal to ten (10%) percent of the fully-diluted common stock issued and outstanding on the grant date, without giving effect to any securities issued in any financing transaction(s) or issuances or offerings for cash which close following the date hereof.

In addition, under the terms of the Employment Agreement the Company shall secure and post an irrevocable Letter of Credit, satisfactory in form and substance, and issued by a financial institution satisfactory, by May 31, 2010 in the amount of one million five hundred thousand dollars ($1,500,000.00). This Letter of Credit may be reduced after six (6) months, and after each six (6) month period thereafter, in increments of two hundred and fifty thousand dollars ($250,000.00). At any time base compensation or additional compensation under this Agreement is not timely paid, or if Empire otherwise is in material breach of the Agreement, Mr. Finkel shall be entitled to draw the full remaining amount of the Letter of Credit. The Letter of Credit has been posted including collateral in the amount of $1,500,000 from the Company.

On September 17, 2010, our wholly-owned subsidiary, Empire, entered into an employment agreement with Peter Levy, pursuant to which Mr. Levy agreed to serve as our Executive Vice President for a term of one year. Unless notice of non-renewal is provided sixty days prior to the end of the term, the term of employment will be continued for an additional one year. Mr. Levy receives a base salary of $150,000 per year, plus reimbursement of expenses and shall participate in an incentive compensation plan to be established for an annual bonus (“Bonus”). Mr. Levy was also granted options to purchase an aggregate of 250,000 shares of our common stock at an exercise price of $0.60 per share. Such options were granted subsequent to the acquisition of Empire. Mr. Levy’s options vest over a three year period.

On May 12, 2011, the Board of Directors appointed David Rector as President and authorized that Mr. Rector receive annual compensation of up to $120,000 per year for his services to the Company.

Separation Agreement and General Release

On March 29, 2011, the Company and its wholly-owned subsidiary, The Empire Sports & Entertainment, Co. entered into a Separation Agreement and General Release (the “Agreement”) with Gregory D. Cohen who resigned from the Company as its President, Chief Operating Officer and as a member of its board of directors.

Pursuant to the Agreement, Mr. Cohen is required to deliver 900,000 shares of the Company’s common stock which he currently owns for cancellation by the Company and sell 1,200,000 shares of the Company’s common stock to one or more purchasers who are accredited investors on the closing date (the “Closing”). At the Closing the proceeds from the sale are to be distributed for payment of various fees and obligations outstanding, and $115,000 to Mr. Cohen upon the satisfaction of the conditions to Closing in the Agreement. In addition, Mr. Cohen’s employment agreement shall be terminated and the parties will exchange releases.

In addition, at the Closing, the Company and Mr. Cohen have agreed to: (i) assignments of certain boxing promotional rights agreements (subject to any required consents or approvals), and (ii) various profit sharing agreements with respect to certain of the boxing promotional rights agreements under which Mr. Cohen may elect to continue as the promoter of the boxers named therein.

At the Closing, Mr. Cohen’s employment agreement shall be deemed terminated and all further rights therein, whether or not vested, will be cease. In accordance with the Agreement, the Company shall continue to pay for Mr. Cohen’s health benefits for a period of 12 months.

Equity Compensation Plan Information

Equity Incentive Plan

On September 29, 2010, our Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not intended to qualify as Incentive Stock Options there under. In addition, direct grants of stock or restricted stock may be awarded. The 2010 Plan has reserved 2,800,000 shares of common stock for issuance.

(a) Purpose. The primary purpose of the 2010 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

(b) Administration. The 2010 Plan will be administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors.

(c) Eligibility. Under the 2010 Plan, options may be granted to employees, officers, directors or consultants of the Company, as provided in the 2010 Plan.

(d) Terms of Options. The term of each option granted under the 2010 Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2010 Plan, including the following:

Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2010 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less than 110% of fair market value of such common stock at the time such option is granted;

Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. Unless otherwise provided in the grant agreement, in the event of a change of control (as set forth in the Incentive Stock Plan ) all unvested shares shall immediately become vested;

Expiration. Any option granted to an employee of the Company shall become exercisable over a period of no longer than five years. No option shall in any event be exercisable after ten years from, and no Incentive Stock Option granted to a ten percent shareholder shall become exercisable after the expiration of five years from, the date of the option;

Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2010 Plan shall be subject to execution, attachment or other process;

Option Adjustments. In the event of any change in the outstanding Company’s stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (a) the number of shares of common stock (i) reserved under the 2010 Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii) covered by outstanding stock awards or restricted stock purchase offers; (b) the exercise prices related to outstanding grants; and (c) the appropriate fair market value and other price determinations for such grants. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code applies, and other grants by means of substitution of new grant agreements for previously issued grants or an assumption of previously issued grants.

(e) Termination, Modification And Amendment. The Board may, insofar as permitted by law, from time to time, suspend or terminate the 2010 Plan or revise or amend it in any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision or amendment shall (i) increase the number of shares subject to the 2010 Plan, (ii) decrease the price at which grants may be granted, (iii) materially increase the benefits to participants, or (iv) change the class of persons eligible to receive grants under the 2010 Plan; provided, however, no such action shall alter or impair the rights and obligations under any option, or stock award, or restricted stock purchase offer outstanding as of the date thereof without the written consent of the participant thereunder.

On the closing date of the Share Exchange, the following options to purchase shares of our common stock were granted:

Name	Shares		Vesting Schedule		Exercise Price		Expiration

Sheldon Finkel		850,000		(1)	$	0.60	September 29, 2020
Gregory D. Cohen (2)		600,000		(1)	$	0.60	September 29, 2020
Barry Honig		400,000		(1)	$	0.60	September 29, 2020
Tom Arnold		600,000		(1)	$	0.60	September 29, 2020
Shannon Briggs (2)		100,000		(1)	$	0.60	September 29, 2020
Eddie Mustafa		150,000		(1)	$	0.60	September 29, 2020
Herman Caicedo (2)		100,000		(1)	$	0.60	September 29, 2020

(1)	One-third at the end of each of the first three years, provided the holder is continuing to provide services to the Company
(2)	This individual ceased to be employed by the Company prior to the vesting at any of his options.

In addition, pursuant to his employment agreement, Peter Levy was granted options to purchase an aggregate of 250,000 shares of our common stock with an exercise price of $0.60 per share. His options vest over a three year period and expire on September 29, 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, during the past three years, there have been no transactions, whether directly or indirectly, between the Company and any of its officers, directors or their family members.

Due to related party

Between December 2009 and June 2010, one of our directors, Mr. Barry Honig, loaned a total of $498,935, to the Company. For the period from December 2009 to June 30, 2010, these loans were non interest bearing and were due on demand. On June 30, 2010, we issued 333,333 shares in connection with the conversion of $200,000 of this loan payable. On June 30, 2010, we issued a demand promissory note in the amount of $298,935 which represents the unpaid loan balance to the director. This promissory note accrues interest at the annual rate of five percent (5%) and shall be payable on the earlier of (i) on demand by the lender upon thirty (30) days prior written notice to us or (ii) the two-year anniversary of the date of the note. On September 1, 2010, we made a payment of $100,000 towards this promissory note. In September 2010, the Company issued a demand convertible promissory note for the balance of the promissory note and such promissory note is deemed cancelled and null and void. In December 2010, the Company paid the remaining balance of this convertible note. As of December 31, 2010, the principal amount and accrued interest on this convertible note payable amounted to $0 and $4,771, respectively.

During 2010 Barry Honig posted certain collateral for the purpose of issuance of a letter of credit in the amount of $1,500,000 in favor of Sheldon Finkel, as required under his employment agreement. The Letter of Credit was subsequently replaced by the Company and the collateral was returned to Mr. Honig.

On February 1, 2011, the Company raised $750,000 in consideration for the issuance of convertible promissory notes from various investors, including the Company’s Co-Chairman of the Board of Directors, Mr. Barry Honig. Mr. Honig loaned $100,000 to the Company . The convertible promissory notes bear interest at 5% per annum and are convertible into shares of the Company’s common stock at a fixed rate of $1.00 per share. The convertible promissory notes are due on February 1, 2012. In connection with these convertible promissory notes, the Company granted 750,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant. The funds are required to be held in escrow and may be released only in order to assist the Company in paying third party expenses, which may include activities related to broadening the Company’s shareholder base through shareholder awareness campaigns and other activities. As of March 31, 2011, the outstanding principal amount and accrued interest owed to Mr. Honig amounted to $100,000 and $808, respectively.

On February 23, 2011, Sagebrush Gold Ltd., its wholly-owned subsidiary, The Empire Sports & Entertainment, Co. (“Operating Sub”) and its newly-formed wholly-owned subsidiary, EXCX Funding Corp. (“EXCX” and together with the Company and the Operating Sub, the “Borrowers”) entered into a Credit Facility Agreement (the “Credit Facility Agreement”) with Barry Honig, its Co-Chairman, and Michael Brauser (each, a “Lender” and collectively, the “Lenders”), pursuant to which the Lenders agreed to extend credit to the Borrowers in the form of a loan under which up to $4.5 million may be borrowed from the Lenders on a senior secured basis (the “Loan”).

Pursuant to the Credit Facility Agreement, the Loan shall be utilized exclusively to fund the costs and expenses of certain sports and entertainment events as agreed by the parties (the “Events”). The Loan bears interest at a rate of 6% per annum and matures on January 31, 2012, subject to acceleration in the event the Borrowers undertake third party financing. The indebtedness under the loan facility is evidenced by a promissory note payable to the Lenders . In connection with the Credit Facility Agreement, the Lenders entered into a Contribution and Security Agreement (the “Contribution Agreement”) with the Company’s Chief Executive Officer, Sheldon Finkel, pursuant to which Mr. Finkel agreed to pay or reimburse the Lenders the pro rata portion (1/3) of any net losses from Events. In connection with his obligations under the Contribution Agreement, Mr. Finkel pledged a $1 million letter of credit originally procured by the Company to secure the Company’s payment obligations to Mr. Finkel under his employment agreement. As consideration for the extension of credit pursuant to the Credit Facility Agreement, the Borrowers are obligated to pay a fee equal to 15% of the initial loan commitment of $4.5 million (the “Preferred Return Fee”) of which Mr. Finkel shall receive a pro-rata portion (1/3). The Preferred Return Fee shall be payable if at all, only out of the net profits from the Events. Net profits and losses are to be determined in accordance with GAAP. The Company agreed to issue to the Lenders and Sheldon Finkel an aggregate of 2,250,000 shares of the Company’s newly designated Series A Preferred Stock, convertible into one share each of the Company’s common stock. The Company is prohibited from effecting the conversion of the Series A Preferred Stock to the extent that as a result of the conversion the holder of such shares beneficially owns more than 4.99% (or, if this limitation is waived by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the issued and outstanding shares of our common stock calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Series A Preferred. As of March 31, 2011, the outstanding principal amount under the credit facility agreement amounted to $4.5 million. As of March 31, 2011, the accrued interest and fees on the promissory note amounted to $33,150. In addition to Mr. Finkel’s obligations under the Contribution Agreement and his pledge of a $1 million letter of credit, the Loan under the Credit Facility Agreement is secured by a Master Security Agreement, Collateral Assignment and Equity Pledge, pursuant to which the Company, Empire and EXCX (the Company, Empire and EXCX collectively the “Grantors”) granted a security interest to the Lenders, encumbering all of Grantors’ tangible and intangible assets in favor of the Lenders as a first priority interest. The Loan under the Credit Facility is further secured by a Collateral Account Agreement, dated February 23, 2011 (the “Collateral Account Agreement”), pursuant to which EXCX pledged its bank account as collateral to Barry Honig, as collateral agent, in favor of the Lenders under the Credit Facility Agreement. In connection with the Collateral Account Agreement, EXCX and Barry Honig entered into a Deposit Account Control Agreement, whereby upon an event of default under the Credit Facility Agreement, Mr. Honig may inform EXCX’s bank of the event of default and the bank must cease to take any instructions from EXCX until Mr. Honig provides a notice that the block on EXCX’s bank account may be terminated.

On April 26, 2011, a Shareholder Agreement was executed and entered into between Empire, CII and Capital Hoedown. Pursuant to the Shareholder Agreement, Empire selected two directors, our Chief Executive Officer Sheldon Finkel and our director Barry Honig, to serve on the Board of Directors of the joint venture and CII selected one director, Denis Benoit. Based on the Shareholder Agreement, the Company owns 66.67% and CII owns 33.33% of the issued and outstanding shares of Capital Hoedown. Contemporaneously with the execution of the Shareholder Agreement, the Company issued a revolving demand loan to CII and Denis Benoit, up to a maximum amount of $500,000. Additionally, the Company issued a revolving demand loan to Capital Hoedown, up to a maximum amount of $4,000,000. In order to fund these commitments, the Company (along with its subsidiaries), as described above, borrowed $4.5 million from the Lenders. Each Lender loaned $2.5 million to the Company. One of the Lenders is the Co-Chairman of the Company’s Board of Directors.

Certain of our officers and directors have, from time to time, provided advances to us. Other than those amounts discuss above, at June 15, 2011 , we had no amounts owing to our officers and directors from such loans.

Related Transactions

On May 24, 2011, we entered into four limited liability company membership interests purchase agreements with the owners of Arttor Gold, LLC, a Nevada limited liability company. Each of the owners of Arttor Gold sold their interests in Arttor Gold in privately negotiated sales resulting in the Company acquiring one hundred percent (100%) of Arttor Gold. Prior to the sale our President, David Rector, owned approximately 9.5% of Arttor Gold. 2,000,000 shares of our Common Stock were issued to Mr. Rector. Arthur Leger, our Chief Geologist, also received 2,000,000 shares of Common Stock in exchange for his approximate 9.5% membership interest in Arttor Gold. Arttor Gold leases from Mr. Leger certain claims in the State of Nevada which the Company intends to explore, and Arttor Gold also holds approximately $2,000,000 of cash acquired by the Company at closing.

Pursuant to the Agreements, in addition to 2,000,000 shares of Common Stock issued to each of Mr. Rector and Mr. Leger (an aggregate of 4,000,000 shares), the Company issued an additional 8,000,000 shares of its newly designated Series B Convertible Preferred Stock and 9,000,000 shares of Common Stock. After giving effect to the foregoing, and assuming the conversion into Common Stock of the Series B Preferred Stock, the Company will have an additional 21,000,000 shares of its Common Stock, on a fully-diluted basis, outstanding following the transaction. In connection with the foregoing, 7,000,000 shares of Common Stock were issued to Frost Gamma Investments Trust, the beneficial holder of approximately 18.95% of the Company’s Common Stock.

On May 24, 2011, as a result of our acquisition of Arttor Gold, we acquired through our new wholly-owned subsidiary Arttor Gold two lease agreements with F.R.O.G. Consulting, LLC (an affiliate of Mr. Leger, our chief geologist) for the Red Rock Mineral Property and the North Battle Mountain Mineral Prospect. The leases grant the exclusive right to explore, mine and develop gold, silver, palladium, platinum and other minerals on the properties for a term of ten (10) years and may be renewed in ten (10) year increments. The terms of the Leases may not exceed ninety-nine (99) years. F.R.O.G. Consulting LLC is wholly-owned by Art Leger, our Chief Geologist. Prior to the acquisition by the Company, our President David Rector and our Chief Geologist, Art Leger, each held a 20% interest in F.R.O.G. Consulting LLC.

The Company shared its office space pursuant to an informal sublease on a month to month basis with a formerly affiliated company for which the Company’s former President served as a director until January 2011. For the period from February 10, 2010 (inception) to December 31, 2010, the Company was reimbursed a portion of the leasehold improvements cost of $2,700, a portion of the security deposit of $8,508, and rent of $12,117 from such affiliated company.

Office rent

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of June 15, 2011 regarding the beneficial ownership of our common stock, by (i) each person or entity who, to our knowledge, owns more than 5% of our common stock; (ii) our executive officers named in the Summary Compensation Table above; (iii) each director, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Sag ebrush Gold Ltd., 1640 Terrace Way, Walnut Creek, California 94597 . Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of June 15, 2011 , are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percentage Beneficially Owned(1)

Executive Officers and Directors :

Sheldon Finkel		2,150,000	(2)		5.82	%

David Rector		2,000,000			5.41	%

Barry Honig		4,693,332	(3)		12.70	%

Adam Wasserman		16,000	(4)		*

Peter Levy		0	(5)		0	%

All executive officers and directors as a group (five persons)		8,859,332	(2)(3)(4) (5)		23.98	%

Person or Entity Owning More Than 5%:

Edward Karr		2,000,000	(6)		5.41	%

David Leger		2,000,000			5.41	%

Frost Gamma Investments Trust		7,000,000			18.95	%

* represents less than 1%

(1)	Based on 36,945,808 shares of our common stock outstanding on June 15, 2011.

(2)

Does not include (i) 850,000 shares of our common stock issuable upon exercise of outstanding options that are not currently exercisable, (ii) 400,000 shares of common stock held by Mr. Finkel’s adult son, William Finkel and (iii) 750,000 shares of common stock issuable upon conversion of Series A convertible preferred stock.

(3)	Does not include 400,000 shares of our common stock issuable upon exercise of outstanding options that are not currently exercisable.

(4)	Does not include the 4,000 shares of our common stock issued to Mr. Wasserman’s associate at CFOoncall, Inc., Daisy Aronce.

(5)	Does not include 500,000 shares of our common stock issuable upon exercise of options that are not currently exercisable.

(6)	Does not include 8,000,000 shares of common stock issuable upon conversion of Series B Preferred Stock.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

We have authorized 550,000,000 shares of capital stock, par value $0.0001 per share, of which 500,000,000 are shares of common stock and 50,000,000 are shares of “blank-check” preferred stock.

Capital Stock Issued and Outstanding

As of June 15, 2011 we have issued and outstanding securities on a fully diluted basis:

	·	36,945,808 shares of common stock;
	·	750,000 shares of Series A Convertible preferred stock;
	·	8,000,000 shares of Series B Convertible preferred stock; and
	·	Options to purchase 2,250,000 shares of common stock at an exercise price of $0.60 per share and Options to purchase 350,000 shares of common stock at an exercise price of $1.01 per share.

Common Stock

The holders of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of legally available funds; however, the current policy of our Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our Board of Directors and issued in the future.

Preferred Stock

Our Board of Directors will be authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

On February 23, 2011, the Company designated and issued 2,250,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into one share each of the Company’s common stock, subject to equitable adjustments after such events as stock dividends, stock splits or fundamental corporate transactions. The Company is prohibited from effecting the conversion of the Series A Preferred Stock to the extent that as a result of the conversion the holder of such shares beneficially owns more than 4.99% (or, if this limitation is waived by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the issued and outstanding shares of our common stock calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Series A Preferred Stock. The holders of the Company’s Series A Preferred Stock are entitled to the same number of votes per share of common stock that the holder of the Series A Preferred Stock may convert into at the time of the vote. In the event of a liquidation, dissolution or winding up of the business of the Company, the holder of the Series A Preferred Stock would have preferential payment and distribution rights over any other class or series of capital stock that provide for Series A Preferred Stock’s preferential payment and over the Company’s Common Stock.

On May 24, 2011, the Company designated and issued 8,000,000 shares of Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock is convertible into one share each of the Company’s common stock, subject to equitable adjustments after such events as stock dividends, stock splits or fundamental corporate transactions. The Company is prohibited from effecting the conversion of the Series B Preferred Stock to the extent that as a result of the conversion the holder of such shares beneficially owns more than 4.99% (or, if this limitation is waived by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the issued and outstanding shares of our common stock calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Series B Preferred Stock. The holders of the Company’s Series B Preferred Stock are entitled to the same number of votes per share of common stock that the holder of the Series B Preferred Stock may convert into at the time of the vote. In the event of a liquidation preferences upon the liquidation, dissolution or winding up of the business of the Company, the holder of the Series B Preferred Stock would have preferential payment and distribution rights over any other class or series of capital stock that provide for Series B Preferred Stock’s preferential payment and over the Company’s Common Stock.

Options

On the closing date of the Exchange, we reserved options to purchase an aggregate of 2,800,000 shares of our common stock, pursuant to our 2010 Plan. See “Executive Officers and Directors – Equity Incentive Plan.” In additions, pursuant to his employment agreement, Peter Levy was also granted options to purchase an aggregate of 250,000 shares of our common stock.

Dividend Policy

We have not previously paid any cash dividends on our common stock and do not anticipate or contemplate paying dividends on our common stock in the foreseeable future. We currently intend to utilize all available funds to develop our business. We can give no assurances that we will ever have excess funds available to pay dividends.

Transfer Agent

Our transfer agent is Action Stock Transfer Corp., 7069 S. Highland Dr., Suite 300, Salt Lake City, UT 84121.

Indemnification of Directors and Officers

Under the Nevada Revised Statutes and our Articles of Incorporation, as amended, and our Bylaws, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of in attention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our Articles of Incorporation and Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Limitation of Liability of Directors

Our articles of incorporation provides that, to the fullest extent permitted by the law, no director of the Company will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director.

Indemnification of Directors

Under the Nevada Revised Statutes, the Company shall indemnify any director who has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above against expenses, including attorney’s fees, actually and reasonable incurred by him or her in connection with the defense. Furthermore the Company may indemnify a director against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, so long as the director (i) acted in good faith; (ii) acted in a manner reasonably believed to be in or not opposed to the Company’s best interest; (iii) had no reasonable cause to believe the conduct was unlawful; (iv) acted in a manner or omitted to act in a manner that constitutes a breach of fiduciary duty; and (v) such breach did not involve intentional misconduct or fraud.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

PLAN OF DISTRIBUTION

We are offering up to____ shares of common stock for a per share price of $____. We intend to engage a licensed broker-dealer as our placement agent for this offering. The placement agent will not purchase or sell any shares of common stock, nor will they be required to arrange for the purchase and sale of any specific number or dollar amount of shares of common stock, other than to use their “best efforts” to arrange for the sale of shares of common stock by us. Therefore, we may not sell the entire amount of shares of common stock being offered.

Upon the closing of the offering, we expect to pay the placement agent a cash transaction fee equal to approximately 8% of the gross proceeds to us from the sale of the shares of common stock in the offering. In addition to this transaction fee, we expect to grant a five year compensation warrant to the placement agent to purchase a number of shares of our common stock equal to approximately 8% of the number of shares of common stock sold by us in the offering. The compensation warrants are expected to be exercisable for a period of five years from issuance and will comply with FINRA Rule 5110(g)(1) in that for a period of six months after the issuance date of the compensation warrants (which shall not be earlier than the closing date of the offering pursuant to which the compensation warrants are being issued), the compensation may not be (A) sold, transferred, assigned, pledged, or hypothecated, or (B) the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the compensation warrants are being issued, except the transfer of any security as permitted by the FINRA rules.

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any commissions received by it and any profit realized on the sale of the securities by them while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. The placement agent would be required to comply with the requirements of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of common stock by the placement agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.

Each selling stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the over-the-counter market or any other stock exchange, market or trading facility on which the shares are traded, or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

conducting business in places where business practices and customs are unfamiliar and unknown;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

settlement of short sales entered into after the date of this prospectus;

•

broker-dealers may agree with the selling stockholders to sell a specified number of the shares at a stipulated price per share;

•

a combination of any of these methods of sale;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

•

any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each selling stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this Prospectus available to the selling stockholders for the purpose of satisfying the Prospectus delivery requirements of the Securities Act.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to these broker-dealers or other financial institutions of shares offered by this prospectus, which shares these broker-dealers or other financial institutions may resell pursuant to this prospectus (as supplemented or amended to reflect these transactions).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. In this event, any commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.

Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the shares by the selling stockholders.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

LEGAL MATTERS

Sichenzia Ross Friedman and Ference LLP (“SRFF”), New York, New York, will pass upon the validity of the shares of our common stock to be sold in this offering. SRFF beneficially owns 40,000 shares of our common stock.

EXPERTS

The financial statements of Golden Empire LLC as of December 31, 2009 and for the period from November 30, 2009 (inception) to December 31, 2009 included in this registration statement has been audited by J.H. Cohn LLP, an independent registered public accounting firm as set forth in their report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The financial statements of Sagebrush Gold Ltd., formerly The Empire Sports & Entertainment Holdings Co., and Subsidiary as of December 31, 2010 and for the period from February 10, 2010 (Inception) to December 31, 2010 have been audited by J.H. Cohn LLP, an independent registered public accounting firm as set forth in their report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, together with any amendments and related exhibits, under the Securities Act with respect to our shares of common stock offered by this prospectus. The registration statement contains additional information about us and our shares of common stock that we are offering in this prospectus.

We file annual, quarterly and current reports and other information with the SEC under the Exchange Act. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. You may also request a copy of those filings, excluding exhibits, from us at no cost. These requests should be addressed to us at: Peter Levy, Executive Vice President, Sagebrush Gold Ltd., 110 Greene Street, Suite 403, New York, New York 10012.

INDEX TO FINANCIAL STATEMENTS

Sagebrush Gold Ltd., f/k/a The Empire Sports & Entertainment Holdings Co.	Page
For the Periods Ended December 31, 2010 and 2009
Reports of Independent Registered Public Accounting Firm	F-3 to F-4

Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-5

Consolidated Statements of Operations
For the period from February 10, 2010 (Inception) to December 31, 2010 and for the period from November 30, 2009 (Inception) to December 31, 2009	F-6

Consolidated Statements of Changes in Members’ Deficit/ Stockholders’ Equity (Deficit)
For the period from November 30, 2009 (Inception) to December 31, 2009	F-7
For the period from February 10, 2010 (Inception) to December 31, 2010	F-8

Consolidated Statements of Cash Flows
For the period from February 10, 2010 (Inception) to December 31, 2010 and for the period from November 30, 2009 (Inception) to December 31, 2009	F-9

Notes to Consolidated Financial Statements	F-10 to F-24

For the Three Months Ended March 31, 2011 and for the Period from February 10, 2010 (Inception) to March 31, 2010
Consolidated Condensed Financial Statements:
Consolidated Condensed Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010	F-25

Consolidated Condensed Statements of Operations
For the Three Months Ended March 31, 2011 (Unaudited) and for the Period from February 10, 2010 (Inception) to March 31, 2011 (Unaudited)	F-26

Consolidated Condensed Statements of Cash Flows
For the Three Months Ended March 31, 2011 (Unaudited) and for the Period from February 10, 2010 (Inception) to March 31, 2011 (Unaudited)	F-27

Notes to Unaudited Consolidated Condensed Financial Statements	F-29 to F-41

F-1

INDEX TO FINANCIAL STATEMENTS

Unaudited Pro Forma Combined Financial Information for Sagebrush Gold Ltd. And Subsidiaries
Explanatory Note	F-42*
Pro Forma Financial Statements (Unaudited)	F-43*

Notes to Unaudited Pro Forma Combined Financial Information	F-44*

Audited Financial Statements for Arttor Gold, LLC
Report of Independent Registered Public Accounting Firm	F-45*

Financial Statements:
Balance Sheets as of May 24, 2011 (Date of Acquisition)	F-46*

Statements of Operations
For the Period from April 28, 2011 (Inception) to May 24, 2011 (Date of Acquisition)	F-47*

Statement of Members’ Equity
For the Period from April 28, 2011 (Inception) to May 24, 2011 (Date of Acquisition)	F-48*

Statements of Cash Flows
For the Period from April 28, 2011 (Inception) to May 24, 2011 (Date of Acquisition)	F-49*

Notes to Audited Financial Statements	F-50*

* We intend to file through one or more amendments to be filed to this Registration Statement

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

The Empire Sports & Entertainment Holdings Co.

We have audited the accompanying consolidated balance sheet of The Empire Sports & Entertainment Holdings Co. and Subsidiary as of December 31, 2010, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the period from February 10, 2010 (Inception) to December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Empire Sports & Entertainment Holdings Co. and Subsidiary as of December 31, 2010, and their results of operations and cash flows for the period from February 10, 2010 (Inception) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ J.H. Cohn LLP

Jericho, New York

March 15, 2011

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members

Golden Empire, LLC

We have audited the accompanying balance sheet of Golden Empire, LLC (A Limited Liability Company) as of December 31, 2009, and the related statements of operations, changes in members’ deficit and cash flows for the period from November 30, 2009 (Inception) to December 31, 2009. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Golden Empire, LLC as of December 31, 2009, and its results of operations and cash flows for the period from November 30, 2009 (Inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ J.H. Cohn LLP

Jericho, New York

October 5, 2010

F-4

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

				Predecessor
	December 31,			December 31,
	2010			2009
				(see Note 1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	509,550		$	-
Restricted cash - current portion		560,000			-
Accounts receivable, net		293,990			-
Notes and loan receivable		123,544			-
Advances, participation guarantees, and other receivables, net		526,296			15,386
Prepaid expenses		143,106			-


Total Current Assets		2,156,486			15,386

OTHER ASSETS:
Restricted cash - long-term portion		500,000			-
Property and equipment, net		33,524			-
Advances - net of current portion		49,153			-
Deposits		38,509			-

Total Other Assets - Net		621,186			-

Total Assets	$	2,777,672		$	15,386


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	101,329		$	-
Loan payable - related party		-			30,435
Due to related party		-			15,502

Total Liabilities		101,329			45,937

Commitments and Contingencies

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock ($.0001 Par Value; 50,000,000 Shares Authorized;
None Issued and Outstanding)		-			-
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized;
22,135,805 and none shares issued and outstanding as of
December 31, 2010 and 2009, respectively)		2,213			-
Additional paid-in capital		4,749,678			22,500
Accumulated deficit		(2,075,548	)		(53,051	)

Total Stockholders' Equity (Deficit)		2,676,343			(30,551	)

Total Liabilities and Stockholders' Equity (Deficit)	$	2,777,672		$	15,386

See accompanying notes to consolidated financial statements.

F-5

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

				Predecessor
	For the Period from			For the Period from
	February 10, 2010 (Inception)			November 30, 2009 (Inception)
	to December 31, 2010			to December 31, 2009
				(see Note 1)

Net revenues	$	906,639		$	-

Operating expenses:
Cost of revenues		444,648			-
Sales and marketing expenses		139,130			7,800
Live events expenses		503,346			2,000
Compensation and related taxes		782,348			22,500
Consulting fees		359,760			-
General and administrative expenses		689,184			20,751

Total operating expenses		2,918,416			53,051

Loss from operations		(2,011,777	)		(53,051	)

Interest expense and other financial costs,
net of interest income of $8,241		(10,720	)		-

Net loss	$	(2,022,497	)	$	(53,051	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.11	)	$	-

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted		18,708,047			-

See accompanying notes to consolidated financial statements.

F-6

GOLDEN EMPIRE, LLC

STATEMENT OF CHANGES IN MEMBERS' DEFICIT

FOR THE PERIOD FROM NOVEMBER 30, 2009 (INCEPTION) TO DECEMBER 31, 2009

(see Note 1)

Predecessor

						Total
	Members'		Accumulated			Members'
	Interest		Deficit			Deficit

Balance, November 30, 2009 (Inception)	$	-	$	-		$	-

Members' contribution		22,500		-			22,500

Net loss		-		(53,051	)		(53,051	)

Balance, December 31, 2009	$	22,500	$	(53,051	)	$	(30,551	)

See accompanying notes to consolidated financial statements.

F-7

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM FEBRUARY 10, 2010 (INCEPTION) TO DECEMBER 31, 2010

	Common Stock										Total
	$0.0001 Par Value				Additional			Accumulated			Stockholders'
	Shares		Amount		Paid-in Capital			Deficit			Equity

Balance, February 10, 2010 (Inception)		-	$	-	$	-		$	-		$	-

Contribution of capital and net assets		-		-		22,500			(53,051	)		(30,551	)

Common stock issued to founders		12,090,000		1,209		-			-			1,209

Issuance of common stock for cash		6,512,000		651		3,689,698			-			3,690,349

Issuance of common stock in satisfaction of loans payable		600,000		60		359,940			-			360,000

Issuance of common stock for services		420,000		42		251,958			-			252,000

Contributed officer services		-		-		90,000			-			90,000

Stock-based compensation in connection with options granted		-		-		335,833			-			335,833

Recapitalization of Company including stock dividend		2,513,805		251		(251	)		-			-

Net loss		-		-		-			(2,022,497	)		(2,022,497	)

Balance, December 31, 2010		22,135,805	$	2,213	$	4,749,678		$	(2,075,548	)	$	2,676,343

See accompanying notes to consolidated financial statements.

F-8

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Predecessor
	For the Period from			For the Period from
	February 10, 2010 (Inception)			November 30, 2009 (Inception)
	to December 31, 2010			to December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:				(see Note 1)
Net loss	$	(2,022,497	)	$	(53,051	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		8,928			-
Bad debts		70,500			-
Amortization of promotional advances		37,275			-
Contributed officer services		90,000			22,500
Common stock issued for services		252,000			-
Stock-based compensation		335,833			-
Changes in operating assets and liabilities:
Restricted cash - current portion		(560,000	)		-
Accounts receivable		(324,490	)		-
Advances, participation guarantees, and other receivables, net		(637,338	)		(15,386	)
Prepaid expenses		(143,106	)		-
Other assets		(38,509	)		-
Restricted cash - long-term portion		(500,000	)		-
Accounts payable and accrued expenses		101,329			-

NET CASH USED IN OPERATING ACTIVITIES		(3,330,075	)		(45,937	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on notes and loan receivable		(123,544	)		-
Purchase of property and equipment		(42,452	)		-

NET CASH USED IN INVESTING ACTIVITIES		(165,996	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock to founders		1,209			-
Proceeds from sale of common stock, net of issuance cost		3,690,349			-
Proceeds from loan payable		160,000			-
Proceeds from loan payable - related party		-			30,435
Proceeds from note payable - related party		468,500			-
Principal repayments on note payable		(298,935	)		-
Payments on related party advances		(178,866	)		-
Proceeds from related party advances		163,364			15,502

NET CASH PROVIDED BY FINANCING ACTIVITIES		4,005,621			45,937

NET INCREASE IN CASH AND CASH EQUIVALENTS		509,550			-

CASH AND CASH EQUIVALENTS- beginning of period		-			-

CASH AND CASH EQUIVALENTS- end of period	$	509,550		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	1,065		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock for payment of loans payable	$	360,000		$	-

Carrying value of assumed assets, liabilities and certain promotion rights agreement contributed from Golden Empire, LLC	$	(30,551	)	$	-

See accompanying notes to consolidated financial statements.

F-9

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Empire Sports & Entertainment Holdings Co. (the “Company”), formerly Excel Global, Inc. (the “Shell”), was incorporated under the laws of the State of Nevada on August 2, 2007. The Company operated as a web-based service provider and consulting company. In September 2010, the Company changed its name to The Empire Sports & Entertainment Holdings Co., and in May 2011, the Company changed its name to Sagebrush Gold Ltd.

On September 29, 2010, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with The Empire Sports & Entertainment, Co., a privately held Nevada corporation incorporated on February 10, 2010 (“Empire”), and the shareholders of Empire (the “Empire Shareholders”). Upon closing of the transaction contemplated under the Exchange Agreement (the “Exchange”), the Empire Shareholders transferred all of the issued and outstanding capital stock of Empire to the Company in exchange for shares of common stock of the Company. Such Exchange caused Empire to become a wholly-owned subsidiary of the Company.

At the closing of the Exchange, each share of Empire’s common stock issued and outstanding immediately prior to the closing of the Exchange was exchanged for the right to receive one share of the Company’s common stock. Accordingly, an aggregate of 19,602,000 shares of the Company’s common stock were issued to the Empire Shareholders. Additionally, pursuant to the Agreement of Conveyance, Transfer of Assets and Assumption of Obligations (the “Conveyance Agreement”), the Company’s former officers and directors cancelled 17,596,603 of the Company’s common stock they owned. Such shares were administratively cancelled subsequent to the Exchange pursuant to the Conveyance Agreement (see below). After giving effect to the cancellation of shares, the Company had a total of 2,513,805 shares of common stock outstanding immediately prior to Closing. After the Closing, the Company had a total of 22,115,805 shares of common stock outstanding, with the Empire Shareholders owning 89% of the total issued and outstanding shares of the Company's common stock.

On October 8, 2010, the Company administratively entered into a series of agreements with the purpose of transferring certain of the residual assets and liabilities which were owned by the shell with which the Company did a reverse merger on September 29, 2010. These agreements were effectively consummated on the date of reverse merger. The agreements transferred certain assets and liabilities in connection with a website business to the former shareholders of the Shell in exchange for 17,596,603 shares of the Company's common stock. Management believes that the fair value of the shares received for those assets and liabilities was not material. The shares were cancelled immediately upon receipt.

Prior to the Exchange, the Company was a shell company with no business operations.

F-10

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Empire was incorporated in Nevada on February 10, 2010 to succeed to the business of its predecessor company, Golden Empire, LLC (“Golden Empire”), which was formed and commenced operations on November 30, 2009. The audited consolidated balance sheet presented as of December 31, 2009, represents the accounts of Golden Empire as the predecessor entity (the “Predecessor”). Empire is principally engaged in the production and promotion of music and sporting events. The Company assumed all assets, liabilities and certain promotion rights agreements entered into by Golden Empire at carrying value of ($30,551) which approximated fair value on February 10, 2010. Golden Empire ceased operations on that date. The results of operations for the period from January 1, 2010 to February 9, 2010 of Golden Empire were not material. The services performed by the President of Golden Empire are presented as “Contributed Officer Services” in the Company’s Statement of Stockholders’ Equity because from January 1st 2010 on, the officer performed services solely for Empire. As a result of the Exchange, Empire became a wholly-owned subsidiary of the Company and the Company succeeded to the business of Empire as its sole line of business.

Basis of presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the financial statements of the Company and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. For the period from February 10, 2010 (inception) to December 31, 2010, the Company has reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Fair value of financial instruments

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

F-11

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consists of assets, liabilities and certain promotion rights agreement assumed by the Company from Golden Empire. The valuation of the assumed assets, liabilities and certain promotion rights agreements are classified as a Level 3 measurement, because it was based on significant unobservable inputs and involved management judgment and assumptions. Significant unobservable inputs include future cash flows to be generated from these promotion rights agreements and the terms of the related party liabilities such as the rate and repayment terms. In determining the fair value of the assumed assets, liabilities and certain promotion rights agreements, the Company determined that the carrying amount for such assets and liabilities (including promotion rights agreements) approximates fair value.

The following tables present the assets and liabilities that are measured and recognized at fair value on a nonrecurring basis classified under the appropriate level of the fair value hierarchy as of the date of transfer on February 10, 2010:

	Level 1		Level 2		Level 3		Total
Assets:
Advances receivable (including promotion rights agreements)	$	—	$	—	$	15,386	$	15,386

Liabilities:
Note payable	$	—	$	—	$	30,435	$	30,435
Due to related party	$	—	$	—	$	15,502	$	15,502

The carrying amounts reported in the balance sheet for cash, restricted cash, accounts receivable, accounts payable and accrued expenses, due to related party approximate their estimated fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Restricted cash

The Company considers cash that is held as a compensating balance for letter of credit arrangements and cash held in escrow as restricted cash. At December 31, 2010, restricted cash current and long-term portion was $560,000 and $500,000, respectively, and was held primarily in certificates of deposit to be used as security in accordance with the terms of the employment agreements with the Company’s Chief Executive Officer and Executive Vice President. The Letter of Credit may be reduced after six months, and after each six month period thereafter, in increments of $250,000. Restricted cash long-term portion represents the amount that may be reduced after 1 year.

F-12

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts receivable

The Company has a policy of reserving for accounts receivable based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At December 31, 2010, management determined that an allowance is necessary which amounted to $30,500. The Company recorded bad debt expense of $30,500 for the period from February 10, 2010 (inception) to December 31, 2010.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to five years.

Impairment of long-lived assets

Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges for the period from February 10, 2010 (inception) to December 31, 2010.

Income taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (formerly SFAS No. 109). Under ASC Topic 740, deferred tax assets are recognized for future deductible temporary differences and for tax net operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for temporary differences that will result in taxable amounts in future years. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liability is expected to be realized or settled. A valuation allowance is provided to offset the net deferred tax asset if, based upon the available evidence, management determines that it is more likely than not that some or all of the deferred tax asset will not be realized.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). Fin 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 was codified into ASC Topic 740, which provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company may, from time to time, be assessed interest and/or penalties by taxing jurisdictions, although any such assessments historically have been minimal and immaterial to its financial results. The Company’s federal tax returns for 2009 are still open. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the statements of operations as other general and administrative costs.

F-13

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

In accordance with ASC Topic 605-45 “Revenue Recognition – Principal Agent Considerations”, the Company reports revenues for transactions in which it is the primary obligor on a gross basis and revenues in which it acts as an agent on and earns a fixed percentage of the sale on a net basis, net of related costs. Credits or refunds are recognized when they are determinable and estimable.

The Company earns revenue primarily from live event ticket sales, participation guarantee fees, sponsorship, advertising, concession fees, promoter and advisory services fees, television rights fee and pay per view fees for events broadcast on television or cable.

The following policies reflect specific criteria for the various revenue streams of the Company:

·	Revenue from participation guarantee fee, sponsorship, advertising, television/cable distribution agreements, promoter and advisory service agreements is recognized in accordance with the contract terms, which are generally at the time events occur.

·	Revenue from the sale of products is recognized at the point of sale at the live event concession stands.

	$		% of Total
Live events – ticket sales and related revenues	$	772,250		85	%

Television rights fee		101,889		11	%

Advertising – sponsorships		32,500		4	%

Total	$	906,639		100	%

Cost of revenue and prepaid expenses

Costs related to live events are recognized when the event occurs. Event costs paid prior to an event are capitalized to prepaid expenses and then charged to expense at the time of the event. Cost of other revenue streams are recognized at the time the related revenues are realized. Prepaid expenses of $143,106 at December 31, 2010 consist primarily of costs paid for future events which will occur within a year. Prepaid expenses also include prepayments of insurance and other administrative expenses which are being amortized over the terms of the agreements.

F-14

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of credit risk and major customers

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Management believes the financial risks associated with these financial instruments are not material. The Company places its cash with high credit quality financial institutions. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits.

For the period from February 10, 2010 (inception) to December 31, 2010, three customers accounted for 82% of net revenues. At December 31, 2010, two customers accounted for 95% of accounts receivable.

Advances, participation guarantees and other receivables

Advances receivable represent cash paid in advance to athletes for their training. The Company has the right to offset the advances against the amount payable to such athletes for their future sporting events. The amounts advanced under such arrangements are short-term in nature which totaled $13,250 as of December 31, 2010. Promotional advances represents signing bonuses paid to athletes upon signing the promotional agreements with the Company. Promotional advances are amortized over the terms of the promotional agreements, generally from three to four years. As of December 31, 2010, promotional advances - current and long-term portion amounted to $34,572 and $49,153, respectively, and are included in the accompanying consolidated balance sheet under advances, participation guarantees, and other receivables. For the period from February 10, 2010 (inception) to December 31, 2010, amortization of these promotional advances amounted to $37,275 which has been included in live events expenses on the accompanying consolidated statement of operations. Also included in this caption were receivables for participation guarantees of $255,000 (net of allowance), a receivable for a refundable advance of $205,000 and other receivables of $18,474 at December 31, 2010. Additionally, at December 31, 2010, management determined that an allowance is necessary which amounted to $40,000. The Company recorded bad debt expense of $40,000 for the period from February 10, 2010 (inception) to December 31, 2010.

Advertising

Advertising is expensed as incurred and is included in sales and marketing expenses on the accompanying consolidated statement of operations. For the period from February 10, 2010 (inception) to December 31, 2010, advertising expense totaled $41,003. Such expenses for the period from November 30, 2009 (Inception) to December 31, 2009 totaled $7,800.

Net loss per common share

The following table sets forth the computation of basic and diluted loss per share:

	For the Period from February 10, 2010 to December 31, 2010
Numerator:
Net loss	$	(2,022,497	)

Denominator:
Denominator for basic loss per share
(weighted-average shares)		18,708,047

Denominator for dilutive loss per share
(adjusted weighted-average)		18,708,047

Basic and diluted loss per share	$	(0.11	)

F-15

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then marked to market at each subsequent reporting date.

Related parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Recent accounting pronouncements

In June 2009, the FASB issued ASC Topic 810-10, “Amendments to FASB Interpretation No. 46(R)”. This updated guidance requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASC Topic 810-10 is effective for annual reporting periods beginning after November 15, 2009.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” an amendment to ASC Topic 820, “Fair Value Measurements and Disclosures.” This amendment requires an entity to: (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii) present separate information for Level 3 activity pertaining to gross purchases, sales, issuances and settlements. ASU No. 2010-06 is effective for the Company’s interim and annual reporting beginning after December 15, 2009, with one new disclosure effective after December 15, 2010.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

F-16

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 –NOTES AND LOAN RECEIVABLE

On June 28, 2010, the Company issued a demand promissory note of $25,000 to an unrelated party. The note is due on demand and bears interest at 6% per annum. The Borrower shall have the option of paying the principal sum to the Company in advance in full or in part at any time without premium or penalty. Accrued interest receivable on this note receivable amounted to $750 as of December 31, 2010 and is included in other receivables.

On December 10, 2010, the Company issued a demand promissory note of $15,000 to one of its athletes. The note is due on demand and non-interest bearing. However unpaid principal after the lender’s demand shall accrue interest at 5% per annum until paid.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated life	December 31, 2010
Furniture and fixtures	5 years	$	14,057
Office and computer equipments	5 years		21,145
Leasehold improvements	5 years		7,250
			42,452
Less: accumulated depreciation			(8,928	)
		$	33,524

For the period from February 10, 2010 (inception) to December 31, 2010, depreciation expense amounted to $8,928.

NOTE 4 – RELATED PARTY TRANSACTIONS

Note payable - related party

Between December 2009 and June 2010, one of the Company’s Directors provided loans of $498,935 to the Company. For the period from December 2009 to June 30, 2010, these loans were noninterest bearing and were due on demand. On June 30, 2010, the Company issued 333,333 shares of its common stock valued at $0.60 in payment of $200,000 of such loans and issued an unsecured demand promissory note in the amount of $298,935 for the balance of the obligation. This promissory note shall accrue interest at the annual rate of five percent (5%) and shall be payable on the earlier of (i) on demand by the lender upon thirty (30) days prior written notice to the Company or (ii) the two-year anniversary of the date of this promissory note (the “Maturity Date”). On September 1, 2010, the Company made a payment of $100,000 towards this promissory note. In September 2010, the Company issued a demand convertible promissory note (the “convertible promissory note”) for the balance of this promissory note and such prior note is deemed canceled and null and void. This convertible promissory note shall accrue interest at the annual rate of five percent (5%) and shall be payable on the earlier of (i) on demand by the lender upon thirty (30) days prior written notice to the Company or (ii) the

F-17

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – RELATED PARTY TRANSACTIONS (continued)

two-year anniversary of the date of this promissory note (the “Maturity Date”). This convertible promissory note including interest shall be convertible into shares of the Company’s common stock at a fixed conversion price per share equal to $0.60 at the option of the lender. The Company evaluated whether the convertible note was considered to have an embedded beneficial conversion feature and has concluded that there is no beneficial conversion feature since the fixed conversion price of $0.60 is equal to the fair value of the Company’s common stock based on recent sales of the Company’s common stock in a private placement. In December 2010, the Company paid the remaining balance of this convertible note. Accrued interest on this convertible note payable amounted to $4,771 as of December 31, 2010 and is included in accrued expenses.

The President of the Company, from time to time, provided advances to the Company for operating expenses. During 2010 the President provided advances of $163,364 to the Company which was paid off in 2010. These advances are short-term in nature and non-interest bearing. At December 31, 2010, the Company had no amounts owing to this officer from such related party loans.

Office rent

The Company shared its office space pursuant to an informal sublease on a month to month basis with a formerly affiliated company for which the Company’s President served as a director until January 2011. For the period from February 10, 2010 (inception) to December 31, 2010, the Company was reimbursed a portion of the leasehold improvements cost of $2,700, a portion of the security deposit of $8,508, and rent of $12,117 from such affiliated company.

NOTE 5 – STOCKHOLDERS’ EQUITY

Common Stock

Between December 2009 and 2010, one of the Company’s Directors provided loans of $498,935. On June 30, 2010, the Company issued 333,333 shares in connection with the conversion of $200,000 of this loan payable. The fair value of such shares issued amounted to $200,000 or $0.60 per share based on recent sales of the Company’s common stock in a private placement.

In June 2010, the Company issued an aggregate of 400,000 shares of the Company’s common stock to four persons for consulting services rendered. The Company valued these common shares at the fair market value on the date of grant at $0.60 per share or $240,000 based on the recent sales of the Company’s common stock in a private placement which has been recognized as consulting expense for the period from February 10, 2010 (inception) to December 31, 2010.

Between June 2010 and August 2010, the Company issued 6,512,000 shares of common stock at $0.60 per share pursuant to a private placement which generated net proceeds of approximately $3,690,000. In connection with these private placements, the Company paid in cash private placement commissions of approximately $163,350, legal fees of $50,000 and related private placements fees of $3,470.

F-18

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (continued)

As a result of the Exchange transactions as further described in Note 1, the Company issued a net of 2,513,805 shares after giving effect to the share cancellation.

Common Stock Options

On September 29, 2010, the Company’s Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded. The 2010 Plan has reserved 2,800,000 shares of common stock for issuance. Upon the closing of the Exchange, the Company has outstanding options to purchase 2,800,000 shares of the Company’s common stock under the 2010 Plan which represents an exchange of 2,800,000 options previously granted prior to the reverse merger and recapitalization with similar terms as discussed below.

On June 1, 2010, the Company granted an aggregate of 1,850,000 10-year options to purchase shares of common stock at $0.60 per share which vests at the end of three years to three officers of the Company. The 1,850,000 options were valued on the grant date at $0.60 per option or a total of $1,110,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.60 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 209% (estimated using volatilities of similar companies), expected term of 6.5 years, and a risk free interest rate of 3.29%. For the period from February 10, 2010 (inception) to December 31, 2010, the Company recorded stock-based compensation expense of $215,833. At December 31, 2010, there was $894,167 of total unrecognized compensation expense related to non-vested option-based compensation arrangements under the 2010 Plan.

On June 1, 2010, the Company granted an aggregate of 950,000 10-year options to purchase shares of common stock at $0.60 per share which vests at the end of three years to four consultants of the Company. The Company marked to market these options at December 31, 2010 using the fair market value of the stock on that date which was the same as the grant date fair market value. The Black-Scholes option pricing model used for this valuation had the following assumptions: stock price of $0.60 per share, volatility of 204%, expected term of ten years, and a risk free interest rate of 3.30%. For the period from February 10, 2010 (inception) to December 31, 2010, the Company recorded stock-based consulting expense of $107,500.

The Company granted 250,000 10-year options to purchase shares of common stock entered at $0.60 per share to the Company’s Executive Vice President (“EVP”) in connection with his one year employment agreement commencing on October 1, 2010. The options vest and become exercisable in equal installments of the first three anniversaries of the effective date. The 250,000 options were valued on the grant date at $0.60 per option or a total of $150,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.60 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 209% (estimated using volatilities of similar companies), expected term of 6.5 years, and a risk free interest rate of 2.75%. For the period from February 10, 2010 (inception) to December 31, 2010, the Company recorded stock-based compensation expense of $12,500. At December 31, 2010, there was $137,500 of total unrecognized compensation expense related to this non-vested option-based compensation arrangements.

F-19

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (continued)

During the period from February 10, 2010 to December 31, 2010, 200,000 options were forfeited in accordance with the termination of employee relationships.

A summary of the stock options as of December 31, 2010 and changes during the period are presented below:

	For the period from February 10, 2010 (inception) to December 31, 2010
	Number of Options and Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at beginning of period		-		$	-		-
Granted		3,050,000			0.60		9.45
Exercised		-			-		-
Forfeited		(200,000	)		0.60		9.51
Cancelled		-			-		-
Balance outstanding and non-vested balance at the end of year		2,850,000		$	0.60		9.45

Options exercisable at end of year		-		$	-
Weighted average fair value of options granted during the period				$	0.60

Stock options outstanding at December 31, 2010 as disclosed in the above table have no intrinsic value at the end of the year.

NOTE 6 – COMMITMENTS

Operating Lease

In March 2010, the Company signed a five year lease agreement for office space which will expire in March 2015. The lease requires the Company to pay a monthly base rent of $5,129 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on April 1, 2011 as defined in the lease agreement. Future minimum rental payments required under these operating leases are as follows:

Years ending December 31:
2011	$	62,904
2012		64,764
2013		66,663
2014		68,634
2015		17,283
	$	280,248

Rent expense was $35,584 for the period from February 10, 2010 (inception) to December 31, 2010. During such period, the Company was reimbursed a portion of the rent of $12,117 from a former affiliated company in which our President, Gregory D. Cohen, served as a director until January 2011.

F-20

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS (continued)

Employment Agreements

In May 2010, the Company entered into a 3 year employment agreement with one of its founders and Chief Executive Officer (“CEO”) commencing on July 1, 2010. The CEO receives a base salary of $500,000 per year, plus reimbursement of expenses and shall participate in an incentive compensation plan to be established for an annual bonus (“Bonus”). In addition, under the terms of the Employment Agreement (the “Agreement”), the Company shall secure and post an irrevocable Letter of Credit by May 31, 2010 in the amount of $1,500,000. This Letter of Credit may be reduced after six months, and after each six month period thereafter, in increments of $250,000. At any time base compensation or additional compensation under this Agreement is not timely paid, or if the Company otherwise is in material breach of the Agreement, the CEO shall be entitled to draw the full remaining amount of the Letter of Credit. In June 2010, the Letter of Credit was posted by one of the Company’s directors including collateral in the amount of $1,500,000 as a temporary accommodation to the Company and the CEO. In August 2010, the Company replaced the Letter of Credit posted by its director following the closing of the private placement. In connection with the Agreement, the Company’s banking institution issued a 1-year irrevocable standby Letter of Credit for the benefit of the CEO. In August 2010, the Company opened an account with its banking institution in the amount of $1,000,000 and pledged to the Letter of Credit. At any time base compensation or additional compensation under the Agreement is not timely paid, or if the Company otherwise is in material breach of this agreement, the CEO shall be entitled to draw the full remaining amount of the Letter of Credit. The Company and the CEO have mutually agreed to decrease the amount of the Letter of Credit to $1,000,000.

In August 2010, the Company entered into a three year employment agreement with one of its founders, President and Chief Operating Officer (“COO”) commencing in August 2010. The COO receives a base salary of $180,000 per year, plus reimbursement of expenses and shall be entitled to a bonus compensation which is determined by the Company’s board of directors.

In September 2010, the Company entered into a one year employment agreement with the Company’s Executive Vice President (“EVP”) commencing on October 1, 2010. EVP receives a base salary of $150,000 per year, plus reimbursement of expenses and shall be entitled to a bonus compensation which is determined by the Company’s board of directors. In addition, EVP is granted stock options to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.60 per share which vest and become exercisable in equal installments of the first three anniversaries of the effective date. The Company obtained a three month certificate of deposit to be used as a security in accordance with the terms of this employment agreement.

Production Agreement

In November 2010, the Company entered into a letter agreement with a sports network programming company, whereby the Company will supply 12 fully produced and broadcast episodes of boxing matches each month beginning January 2011. The Company will pay the sports network programming company distribution fees of $16,500 per episode for a total of $198,000. Currently, the Company is renegotiating this agreement.

Promotional Agreements

The Company has entered into certain promotional agreements with various athletes who are professional boxers. Such athletes granted exclusive rights to the Company to promote them and all of their professional boxing contests to be engaged during the term of their respective promotional agreements. The athletes are guaranteed minimum purse amounts for each fight based on the success of their bouts as defined in the promotional agreement.

F-21

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

Golden Empire, LLC, the Company’s predecessor company, was organized as a limited liability company in November 2009 whereby elements of income taxation including income, expense, credits and allowances of the Company are reflected in a proportional basis on the members’ individual income tax returns. Accordingly, there is no provision for income taxes in the financial statements for the period from November 30, 2009 (inception) to December 31, 2009.

The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling approximately $1.5 million at December 31, 2010, expiring through the year 2030. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the period from February 10, 2010 (inception) to December 31, 2010:

	December 31, 2010
Tax benefit computed at "expected" statutory rate	$	(687,649	)
State income taxes, net of benefit		(135,275	)
Permanent differences		30,600
Increase in valuation allowance		792,324
Net income tax benefit	$	-

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the period from February 10, 2010 (inception) to December 31, 2010:

	December 31, 2010

Computed "expected" tax expense (benefit)		(34.0	)%
State income taxes		(7.0	)%
Other permanent differences		2.0	%
Change in valuation allowance		39.0	%

Effective tax rate		0.0	%

The Company has a deferred tax asset which is summarized as follows at December 31, 2010:


Deferred tax assets:
Net operating loss carryover	$	654,632
Stock based compensation		137,692
Less: valuation allowance		(792,324	)
Net deferred tax asset	$	-

F-22

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES (continued)

The components of the provision for (benefit from) income taxes for the period from February 10, 2010 (inception) to December 31, 2010 are as follows:

Current:
Federal	$	-
State		-
Subtotal		-

Deferred:
Federal		687,649
State		135,275
Permanent differences		(30,600	)
Subtotal		792,324
Change in valuation allowance		(792,324	)
Provision for (benefit from) income taxes	$	-

After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2010, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by $792,324.

NOTE 8 – SUBSEQUENT EVENTS

On February 1, 2011, the Company raised $600,000 in consideration for the issuance of convertible promissory notes from four investors, including the Company’s Co-Chairman of the Board of Directors. The convertible promissory note bears interest at 5% per annum and is convertible into shares of the Company’s common stock at a fixed rate of $1.00 per share. The convertible promissory note is due on February 1, 2012. In connection with these convertible promissory notes, the Company issued 600,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant. The funds are required to be held in escrow and may be released only in order to assist the Company in paying third party expenses, which may include activities related to broadening the Company’s shareholder base through shareholder awareness campaigns and other activities.

The Company, its wholly owned subsidiary, The Empire Sports And Entertainment Co. (“The Empire”) and their directors are parties to litigation in the Supreme Court of the State of New York, County of New York, Index No. 100938/11, which was filed on January 24, 2011 by Shannon Briggs (“Plaintiff” or “Briggs”), a professional boxer and a shareholder in the Company, for breach of fiduciary duty, conversion unjust enrichment and breach of contract. Briggs is suing for damages in an undetermined amount. The suit did not specify the amount of damages being sought. The Company disputes the plaintiff’s allegations and believes that the lawsuit is without merit. On or about February 17, 2011, the Company, The Empire and its directors, moved to: (i) dismiss the Non-Boxing Claims on the grounds that any such claims were released by Briggs pursuant to a general release contained in a Subscription Agreement that Briggs entered into with the Company in July 2010; and (ii) compel arbitration of Briggs’ Boxing claims before the American Arbitration Association pursuant to the terms of a professional boxing promotional agreement with Briggs. The Company is confident that it will prevail on the motion and that the Non-Boxing Claims will be dismissed pursuant to the terms of the Subscription Agreement and that the Company will prevail on an arbitration on the Boxing Claims because Briggs was paid his entire purse for his world championship title challenge.

F-23

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A newly-formed wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2010 for the purpose of entering into a Credit Facility Agreement in February 2011 (see below)

In February 2011, the Company and its wholly-owned subsidiaries, The Empire and EXCX Funding Corp., (collectively the “Borrowers”) entered into a Credit Facility Agreement with two lenders, whereby one of the lenders is the Company’s Co-Chairman of the Board of Directors. The credit facility consists of a loan pursuant to which $4.5 million can be borrowed on a senior secured basis but which amount may be increased by up to $1.0 million at the sole and absolute discretion of lenders. The loan shall be used exclusively to fund the costs and expenses of certain music and sporting events (the “Event”) upon the prior written approval of the amount, terms and conditions of each Event cost or expense sought to be paid, by lenders. The loan facility will mature on January 31, 2012 and may be extended from time to time in lenders’ sole and absolute discretion (“Loan Maturity Date”). The indebtedness under the loan facility will be evidenced by a promissory note payable to the order of the lenders. Interest on any unpaid Advances under the loan facility and any unpaid Preferred Return Fee as defined in the Credit Facility Agreement are payable commencing with the date upon which such Preferred Return Fee should have been paid hereunder shall accrue at the annual rate equal to the following: (A) the amount of interest, fees, costs and expenses incurred by lenders under that certain Grid Time Promissory Note dated as of February 10, 2012 by and between each lender and J.P. Morgan (“Bank”); plus six (6%) percent per annum, payable on the Loan Maturity Date. Pursuant to the Credit Facility Agreement, the borrowers entered into a Master Security Agreement, Collateral Assignment and Equity Pledge with the lenders whereby the borrowers hereby collaterally assign and pledge to lenders, and hereby grant to lenders a present, absolute, unconditional and continuing security interest in, all of the property, assets and equity interests of the Company as defined in such agreement.

In February 2011, a new entity was formed and organized in preparation and in connection with a proposed joint venture.

The Company entered into a non-binding joint venture term sheet in December 2010 whereby it outlines the material terms and conditions of a proposed joint venture to be entered into between the Company and Concerts International, Inc. (“CII”). Under the terms of this non-binding joint venture term sheet, the parties will form an entity to operate an annual country music festival. Based on the term sheet, the Company shall own 66.67% and CII shall own 33.33% of the issued and outstanding shares of the proposed joint venture company. The joint venture/shareholder agreement (the “Shareholder Agreement”) will set the terms and capital structure of the joint venture. The Company will also advance amounts necessary to fund the operations of the joint venture company whereby the Company is entitled to a return of 10% on all advances. In addition, the proposed joint venture company shall enter into a management service agreement with CII and a management fee of $100,000 shall be paid to CII each year such country music festival event is produced. The management fee will be paid in eight equal monthly installments of $12,500 and will cover the salaries of the manager and general office overhead. Currently, both parties are still in the process of negotiations and such Shareholder Agreement has not been executed.

Between January and February 2011, the Company loaned an aggregate amount of $251,963 to an unrelated party. Such loan is due on demand and bears interest at 10% per annum. The borrower is the owner of CII (see above). Until such time as the Shareholder Agreement has not been executed, this advance will continue as a loan to such borrower. Upon execution of the Shareholder Agreement, this advance will then be considered as a shareholder advance to the joint venture company.

On January 28, 2011, the Company has filed a registration statement on Form S-1 with the Securities and Exchange Commission in connection with a public offering of shares of the Company’s common stock.

F-24

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

CONSOLIDATED CONDENSED BALANCE SHEETS

	March 31,		December 31,
	2011		2010
	(Unaudited)		( Note 1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	261,509	$	509,550
Restricted cash - current portion		3,695,568		560,000
Accounts receivable, net		15,000		293,990
Notes and loans receivable		2,276,172		123,544
Advances, participation guarantees, and other receivables, net		399,943		526,296
Prepaid expenses		384,364		143,106
Deferred financing costs		811,233		-

Total Current Assets		7,843,789		2,156,486

OTHER ASSETS:
Restricted cash - long-term portion		500,000		500,000
Property and equipment, net		35,536		33,524
Advances - net of current portion		-		49,153
Deposits		8,509		38,509

Total Other Assets - Net		544,045		621,186

Total Assets	$	8,387,834	$	2,777,672

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	156,593	$	101,329
Note payable, net of debt discount		1,438,767		-
Note payable - related party, net of debt discount		1,438,767		-
Convertible promissory notes, net of debt discount		103,288		-
Convertible promissory note - related party, net of debt discount		15,890		-

Total Liabilities		3,153,305		101,329

Commitments and Contingencies

STOCKHOLDERS' EQUITY :
Preferred stock ($.0001 Par Value; 50,000,000 Shares Authorized;
Series A, 2,250,000 and none issued and outstanding as of
March 31, 2011 and December 31, 2010, respectively)		225		-
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized;
22,185,805 and 22,135,805 shares issued and outstanding as of
March 31, 2011 and December 31, 2010, respectively)		2,218		2,213
Additional paid-in capital		8,655,608		4,749,678
Accumulated deficit		(3,423,522)		(2,075,548)

Total Stockholders' Equity		5,234,529		2,676,343

Total Liabilities and Stockholders' Equity	$	8,387,834	$	2,777,672

See accompanying notes to unaudited consolidated condensed financial statements.

F-25

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

				For the Period from
	Three Months Ended			February 10, 2010 (Inception)
	March 31, 2011			to March 31, 2010
	(Unaudited)			(Unaudited)

Net revenues	$	291,200		$	-

Operating expenses:
Cost of revenues		189,916			-
Sales and marketing expenses		9,914			6,525
Live events expenses		90,181			70,947
Compensation and related taxes		352,711			45,000
Consulting fees		187,860			4,000
General and administrative expenses		347,554			45,310

Total operating expenses		1,178,136			171,782

Loss from operations		(886,936	)		(171,782	)

Interest expense and other finance costs,
net of interest income of $23,659		(401,426	)		-

Net loss available to common stockholders	$	(1,288,362	)	$	(171,782	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.06	)	$	(0.01	)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted		22,718,027			12,090,000

See accompanying notes to unaudited consolidated condensed financial statements.

F-26

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

				For the Period from
	Three Months Ended			February 10, 2010 (Inception)
	March 31, 2011			to March 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:	(Unaudited)			(Unaudited)

Net loss	$	(1,288,362	)	$	(171,782	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation		1,960			46
Bad debts		60,794			-
Amortization of promotional advances		8,643			5,346
Amortization of debt discounts and deferred financing cost		385,479			-
Amortization of prepaid expense in connection
with the issuance of common stock issued for prepaid services		46,666			-
Contributed officer services		-			45,000
Stock-based compensation		176,250			-
Changes in operating assets and liabilities:
Restricted cash - current portion		(3,135,568	)		-
Accounts receivable		218,196			-
Advances, participation guarantees, and other receivables, net		107,161			(156,601	)
Prepaid expenses		(7,924	)		(11,042	)
Deposits		30,000			(37,817	)
Accounts payable and accrued expenses		55,264			-

NET CASH USED IN OPERATING ACTIVITIES		(3,341,441	)		(326,850	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on notes and loans receivable		(2,177,628	)		-
Collection on note receivable		25,000			-
Purchase of property and equipment		(3,972	)		(15,479	)

NET CASH USED IN INVESTING ACTIVITIES		(2,156,600	)		(15,479	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable - related party		-			319,000
Proceeds from note payable - related party		2,250,000			-
Proceeds from note payable		2,250,000			-
Proceeds from convertible promissory note - related party		100,000			-
Proceeds from convertible promissory notes		650,000			-
Payments on related party advances		-			(14,141	)
Proceeds from related party advances		-			61,885

F-27

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

		Three Months Ended March 31, 2011			For the Period from February 10, 2010 (Inception) to March 31, 2010
		(Unaudited)			(Unaudited)

NET CASH PROVIDED BY FINANCING ACTIVITIES		5,250,000			366,744

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(248,041	)		24,415

CASH AND CASH EQUIVALENTS- beginning of period		509,550			-

CASH AND CASH EQUIVALENTS- end of period	$	261,509		$	24,415

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	4,771		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Carrying value of assumed assets, liabilities and certain promotion
rights agreement contributed from Golden Empire, LLC	$	-		$	(30,551	)
Common stock issued for prepaid services	$	280,000		$	(30,551	)
Beneficial conversion feature and debt discount in connection with the
issuance of convertible promissory notes	$	750,000		$	-
Debt discount in connection with the issuance of the credit facility
agreement and notes payable	$	1,800,000		$	-
Deferred financing cost in connection with the issuance of the credit facility
agreement and notes payable	$	900,000		$	-

See accompanying notes to unaudited consolidated condensed financial statements.

F-28

THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

At the closing of the Exchange, each share of Empire’s common stock issued and outstanding immediately prior to the closing of the Exchange was exchanged for the right to receive one share of the Company’s common stock. Accordingly, an aggregate of 19,602,000 shares of the Company’s common stock were issued to the Empire Shareholders. Additionally, pursuant to the Agreement of Conveyance, Transfer of Assets and Assumption of Obligations (the “Conveyance Agreement”), the Company’s former officers and directors cancelled 17,596,603 of the Company’s common stock they owned. Such shares were administratively cancelled subsequent to the Exchange pursuant to the Conveyance Agreement (see below). After giving effect to the cancellation of shares, the Company had a total of 2,513,805 shares of common stock outstanding immediately prior to Closing. After the Closing, the Company had a total of 22,115,805 shares of common stock outstanding, with the Empire Shareholders owning 89% of the total issued and outstanding shares of the Company's common stock.

On October 8, 2010, the Company administratively entered into a series of agreements with the purpose of transferring certain of the residual assets and liabilities which were owned by the Shell with which the Company did a reverse merger on September 29, 2010. These agreements were effectively consummated on the date of reverse merger. The agreements transferred certain assets and liabilities in connection with a website business to the former shareholders of the Shell in exchange for 17,596,603 shares of the Company's common stock. Management believes that the fair value of the shares received for those assets and liabilities was not material. The shares were cancelled immediately upon receipt.

Prior to the Exchange, the Company was a shell company with no business operations.

Empire was incorporated in Nevada on February 10, 2010 to succeed to the business of its predecessor company, Golden Empire, LLC (“Golden Empire”), which was formed and commenced operations on November 30, 2009. Empire is principally engaged in the production and promotion of music and sporting events. The Company assumed all assets, liabilities and certain promotion rights agreements entered into by Golden Empire at carrying value of ($30,551) which approximated fair value on February 10, 2010. Golden Empire ceased operations on that date. The results of operations for the period from January 1, 2010 to February 9, 2010 of Golden Empire were not material. As a result of the Exchange, Empire became a wholly-owned subsidiary of the Company and the Company succeeded to the business of Empire as its sole line of business.

A newly-formed wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 for the purpose of entering into a Credit Facility Agreement in February 2011 (see Note 4).

F-29

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of presentation

The consolidated condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of March 31, 2011, and the results of operations and cash flows for the three months ended March 31, 2011 have been included. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated condensed financial statements have been derived from the audited financial statements of the Company for the period ended December 31, 2010, which are contained in Form 10-K as filed with the Securities and Exchange Commission on March 15, 2011. The consolidated balance sheet as of December 31, 2010 was derived from those financial statements.

Use of estimates

In preparing the consolidated condensed financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated condensed balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. For the three months ended March 31, 2011, the Company has reached bank balances exceeding the FDIC insurance limit by approximately $820,061. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Fair value of financial instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, accounts receivable, other receivables, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the consolidated condensed balance sheets at fair value in accordance with the accounting guidance.

Restricted cash

The Company considers cash that is held as a compensating balance for letter of credit arrangements, cash held in escrow and funds that will be exclusively used for certain music and sporting events as restricted cash.

Restricted cash – current and long term portion, consisted of the following:

		March 31, 2011	December 31, 2010
Letter of credit arrangements – current portion	$	560,000	$	560,000
Letter of credit arrangements – long-term portion		500,000		500,000
Cash held in escrow		592,205		-
Funds to be used for a particular event		2,543,363		-
	$	4,195,568	$	1,060,000

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NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Letter of credit arrangements were held primarily in certificates of deposit to be used as security in accordance with the terms of the employment agreements with the Company’s Chief Executive Officer and Executive Vice President. The letter of credit may be reduced after six months, and after each six month period thereafter, in increments of $250,000. Restricted cash long-term portion represents the amount that may be reduced after 1 year.

Accounts receivable

The Company has a policy of reserving for accounts receivable based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At March 31, 2011 and December 31, 2010, management determined that an allowance was necessary which amounted to $131,225 and $30,500, respectively. The Company recorded bad debt expense of $60,794 for the three months ended March 31, 2011.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to five years.

Impairment of long-lived assets

Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges for the three months ended March 31, 2011 and for the period from February 10, 2010 (inception) to March 31, 2010.

Income taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. Under ASC Topic 740, deferred tax assets are recognized for future deductible temporary differences and for tax net operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for temporary differences that will result in taxable amounts in future years. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. A valuation allowance is provided to offset the net deferred tax asset if, based upon the available evidence, management determines that it is more likely than not that some or all of the deferred tax asset will not be realized.

ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740, also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company may, from time to time, be assessed interest and/or penalties by taxing jurisdictions, although any such assessments historically have been minimal and immaterial to its financial results. The Company’s Federal tax returns for 2010 are still open. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the statements of operations as other general and administrative costs.

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NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

The following policies reflect specific criteria for the various revenue streams of the Company:

·	Revenue from participation guarantee fee, sponsorship, advertising, television/cable distribution agreements, promoter and advisory service agreements is recognized in accordance with the contract terms, which are generally at the time events occur.

·	Revenue from the sale of products is recognized at the point of sale at the live event concession stands.

The following table provides data regarding the source of the Company’s net revenues for the three months ended March 31, 2011:

	$		% of Total
Live events – promoter’s fee and related revenues	$	286,200		98	%

Advertising – sponsorships		5,000		2	%

Total	$	291,200		100	%

Cost of revenues and prepaid expenses

Costs related to live events are recognized when the event occurs. Event costs paid prior to an event are capitalized to prepaid expenses and then charged to expense at the time of the event. Cost of other revenue streams are recognized at the time the related revenues are realized. Prepaid expenses of $384,364 and $143,106 at March 31, 2011 and December 31, 2010, respectively, consist primarily of costs paid for future events which will occur within a year. Prepaid expenses also include prepayments of insurance, public relation services and other administrative expenses which are being amortized over the terms of the agreements.

Concentrations of credit risk and major customers

For the three months ended March 31, 2011, we recognized revenues from promoter and advisory fee from live events of approximately $285,000 from four companies that accounted for 17%, 21%, 27%, and 32%, respectively, of our total net revenues. At March 31, 2011, one customer accounted for 67% of accounts receivable. At December 31, 2010, two customers accounted for 95% of accounts receivable.

F-32

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advances, participation guarantees and other receivables

		March 31, 2011	December 31, 2010
Advances receivable	$	19,380	$	13,250
Promotional advances – current portion		-		34,572
Promotional advances – long-term portion		-		49,153
Refundable advance		-		205,000
Participation guarantees, net of allowance		352,500		255,000
Other receivables		28,063		18,474
	$	399,943	$	575,449

Advertising

Advertising is expensed as incurred and is included in sales and marketing expenses on the accompanying consolidated condensed statement of operations. For the three months ended March 31, 2011, advertising expense totaled $9,914. For the period from February 10, 2010 (inception) to March 31, 2010, advertising expense totaled $6,525.

Net loss per common share

Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. As of March 31, 2011, potential shares of common stock could arise from 2,600,000 stock options, 2,250,000 shares of convertible preferred stock and 750,000 shares equivalents issuable pursuant to embedded conversion features which could potentially dilute future earnings per share. For the period from February 10, 2010 (inception) to March 31, 2010, there were no options and warrants which could potentially dilute future earnings per share.

The following table sets forth the computation of basic and diluted loss per share:

	Three month period ended March 31, 2011			For the Period from February 10, 2010 to March 31, 2010
Numerator:
Net loss	$	(1,288,362	)	$	(171,782	)

Denominator:
Denominator for basic loss per share
(weighted-average shares)		22,718,027			12,090,000

Denominator for dilutive loss per share
(adjusted weighted-average)		22,718,027			12,090,000

Basic and diluted loss per share from continuing operations	$	(0.06	)	$	( 0.01	)

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NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated condensed financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Related parties

Recent accounting pronouncements

In June 2009, the FASB issued ASC Topic 810-10, “Amendments to FASB Interpretation No. 46(R)”. This updated guidance requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASC Topic 810-10 is effective for annual reporting periods beginning after November 15, 2009.

F-34

NOTE 2 –NOTES AND LOAN RECEIVABLE

On June 28, 2010, the Company issued a demand promissory note of $25,000 to an unrelated party. The note was due on demand and bore interest at 6% per annum. The Borrower had the option of paying the principal sum to the Company in advance in full or in part at any time without premium or penalty. In February 2011, the borrower paid the principal amount of this promissory note.

Between December 2010 and March 2011, the Company issued an aggregate of $33,500 of demand promissory notes to an athlete. The notes are due on demand and are non-interest bearing. However unpaid principal after the lender’s demand shall accrue interest at 5% per annum until paid.

In November 2010, the Company issued promissory notes for a total of $18,000 to an unrelated party. The notes are due on August 31, 2011 and bear interest at 4% per annum. The Borrower shall have the option of paying the principal sum to the Company prior to the due date without penalty. Between December 2010 and March 2011, the Company also loaned $2,224,672 to this borrower. Such loan is due on demand and bears interest at 10% per annum. Accrued interest receivable on these notes and loan receivable amounted to $19,727 and $144 as of March 31, 2011 and December 31, 2010, respectively, and is included in other receivables. The borrower is the owner of Concerts International, Inc. (“CII”). In December 2010, the Company had entered into a non-binding joint venture term sheet with CII whereby it outlines the material terms and conditions of a proposed joint venture and Shareholder Agreement. Under the terms of this non-binding joint venture term sheet, the parties will form an entity to operate an annual country music festival. Such loans were used to fund the costs and expenses in connection with the upcoming country music festival in August 2011. This advance is recorded as a loan to the borrower until such time as the Shareholder Agreement has been executed. Upon execution of the Shareholder Agreement, this advance will then be considered and recorded as a shareholder advance/loan to such joint venture company. On April 26, 2011, the Shareholder Agreement was executed and entered into between the Company, CII and the joint venture company (see Note 9).

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated Life	March 31, 2011			December 31, 2010
Furniture and fixtures	5 years	$	14,057		$	14,057
Office and computer equipments	5 years		25,117			21,145
Leasehold improvements	5 years		7,250			7,250
			46,424			42,452
Less: accumulated depreciation			(10,888	)		(8,928	)

		$	35,536		$	33,524

For the three months ended March 31, 2011, depreciation expense amounted to $1,960. For the period from February 10, 2010 (inception) to March 31, 2010, depreciation expense amounted to $46.

NOTE 4 – NOTES PAYABLE

In February 2011, the Company and its wholly-owned subsidiaries, Empire and EXCX Funding Corp. (collectively the “Borrowers”), entered into a Credit Facility Agreement with two lenders, whereby one of the lenders is the Company’s Co-Chairman of the Board of Directors. The credit facility consists of a loan pursuant to which $4.5 million can be borrowed on a senior secured basis. The indebtedness under the loan facility will be evidenced by a promissory note payable to the order of the lenders. The loan shall be used exclusively to fund the costs and expenses of certain music and sporting events (the “Event”) as agreed to by the parties. The notes bear interest at 6% per annum and mature on January 31, 2012, subject to acceleration in the event the Borrowers undertake third party financing. In addition to the 6% interest, the Borrower shall also pay all interest, fees, costs and expenses incurred by lenders in connection with the issuance of this loan facility. Pursuant to the Credit Facility Agreement, the Borrowers entered into a Master Security Agreement, Collateral Assignment and Equity Pledge with the lenders whereby the Borrowers hereby collaterally assign and pledge to lenders, and hereby grant to lenders a present, absolute, unconditional and continuing security interest in, all of the property, assets and equity interests of the Company as defined in such agreement. Furthermore, in connection with the Credit Facility Agreement, the Lenders entered into a Contribution and Security Agreement (the “Contribution Agreement”) with the

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NOTE 4 – NOTES PAYABLE (continued)

Company’s Chief Executive Officer, Sheldon Finkel, pursuant to which Sheldon Finkel agreed to pay or reimburse the Lenders the pro rata portion (1/3) of any net losses from Events and irrevocably pledging to lenders that certain irrevocable letter of credit dated in June 2010 in favor of Sheldon Finkel. As consideration for the extension of credit pursuant to the Credit Facility Agreement, the Borrowers are obligated to pay a fee equal to 15% of the initial loan commitment of $4.5 million (the “Preferred Return Fee”) of which the Company’s Chief Executive Officer, Sheldon Finkel, shall receive a pro-rata portion (1/3). The Preferred Return Fee shall be payable if at all, only out of the net profits from the Events. Accordingly, the Company shall record the Preferred Return Fee upon attaining net profits from the Events. The Company also agreed to issue to the Lenders and Sheldon Finkel an aggregate of 2,250,000 shares of the Company’s newly designated Series A Preferred Stock, convertible into one share each of the Company’s common stock. The Company valued the 2,250,000 Series A Preferred Stock at the fair market value of the underlying common stock on the date of grant at $1.20 per share or $2,700,000 and recorded a debt discount of $1,800,000 and deferred financing cost of $900,000 which are being amortized over the term of the notes. Such deferred financing cost represents the 750,000 Series A Preferred Stock issued to Sheldon Finkel for guaranteeing one-third of the net losses and assignment of that certain irrevocable letter of credit, as described above. On May 4, 2011, 1,500,000 of these preferred shares were converted into common stock. Although the amount cannot be reasonably estimated at this time, management believes that revenues from the event will exceed its costs. As of March 31, 2011, accrued interest and fees on these notes amounted to $33,150.

At March 31, 2011, note payable consisted of the following:

Note payable $ 2,250,000

Less: debt discount (811,233)

--------------------------

Note payable, net $ 1,438,767

===============

At March 31, 2011, note payable – related party consisted of the following:

Note payable – related party $ 2,250,000

Less: debt discount – related party (811,233)

--------------------------

Note payable - related party, net $ 1,438,767

===============

For the three months ended March 31, 2011, amortization of debt discount and deferred financing cost amounted to $266,301 and is included in interest expense. As of March 2011, deferred financing cost amounted to $811,233.

NOTE 5 – CONVERTIBLE PROMISSORY NOTES

On February 1, 2011, the Company raised $750,000 in consideration for the issuance of convertible promissory notes from various investors, including $100,000 from the Company’s Co-Chairman of the Board of Directors. The convertible promissory notes bear interest at 5% per annum and are convertible into shares of the Company’s common stock at a fixed rate of $1.00 per share. The convertible promissory notes are due on February 1, 2012. In connection with these convertible promissory notes, the Company issued 750,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant. The funds are required to be held in escrow and may be released only in order to assist the Company in paying third party expenses, which may include activities related to broadening the Company’s shareholder base through shareholder awareness campaigns and other activities.

In accordance with ASC 470-20-25, the convertible promissory notes were considered to have an embedded beneficial conversion feature because the effective conversion price was less than the fair value of the Company’s common stock. In addition the Company allocated the proceeds received from such financing transaction to the convertible promissory note and the detached 750,000 shares of the Company’s common stock on a relative fair value basis in accordance with ASC 470 -20 “Debt with Conversion and Other Options”. Therefore the portion of proceeds allocated to the convertible debentures and the detached common stock amounted to $750,000 and was determined based on the relative fair values of each instruments at the time of issuance. Consequently the Company recorded a debt discount of $750,000 which is limited to the amount of proceeds and is being amortized over the term of the convertible promissory notes. The Company evaluated whether or not the convertible promissory notes contain embedded conversion features, which meet the definition of derivatives under ASC 815-15 “Accounting for Derivative Instruments and Hedging Activities” and related interpretations. The Company concluded that since the convertible promissory notes have a fixed conversion price of

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NOTE 5 – CONVERTIBLE PROMISSORY NOTES (continued)

$1.00, the convertible promissory notes are not considered derivatives. As of March 31, 2011, accrued interest on these convertible promissory notes amounted to $6,062.

At March 31, 2011, convertible promissory notes consisted of the following:

Convertible promissory notes $ 650,000

Less: debt discount (546,712)

--------------------------

Convertible promissory notes, net $ 103,288

===============

At March 31, 2011, convertible promissory note – related party consisted of the following:

Convertible promissory note – related party $ 100,000

Less: debt discount (84,110)

--------------------------

Convertible promissory notes – related party, net $ 15,890

===============

For the three months ended March 31, 2011, amortization of debt discount amounted to $119,178 and is included in interest expense.

NOTE 6 – RELATED PARTY TRANSACTIONS

Note payable - related party

In February 2011, the Company and its wholly-owned subsidiaries, entered into a Credit Facility Agreement with two lenders, whereby one of the lenders is the Company’s Co-Chairman of the Board of Directors. The credit facility consists of a loan pursuant to which $4.5 million can be borrowed on a senior secured basis. The Company’s Co-Chairman funded $2,250,000 to the Company under this Credit Facility Agreement (see Note 4). Furthermore, in connection with the Credit Facility Agreement, the Lenders entered into a Contribution and Security Agreement (the “Contribution Agreement”) with the Company’s Chief Executive Officer, Sheldon Finkel, pursuant to which Sheldon Finkel agreed to pay or reimburse the Lenders the pro rata portion (1/3) of any net losses from Events and irrevocably pledging to lenders that certain irrevocable letter of credit dated in June 2010 in favor of Sheldon Finkel. As consideration for the extension of credit pursuant to the Credit Facility Agreement, the borrowers are obligated to pay a fee equal to 15% of the initial loan commitment of $4.5 million (the “Preferred Return Fee”) of which the Company’s Chief Executive Officer, Sheldon Finkel, shall receive a pro-rata portion (1/3). The Preferred Return Fee shall be payable if at all, only out of the net profits from the Events.

Convertible promissory note - related party

On February 1, 2011, the Company raised $750,000 in consideration for the issuance of convertible promissory notes from various investors, including $100,000 from the Company’s Co-Chairman of the Board of Directors. The Company’s director loaned $100,000 to the Company. The convertible promissory notes bear interest at 5% per annum and are convertible into shares of the Company’s common stock at a fixed rate of $1.00 per share. The convertible promissory notes are due on February 1, 2012 (see Note 5).

F-37

NOTE 7 – STOCKHOLDERS’ EQUITY

Common Stock

In February 2011, the Company issued 200,000 shares of the Company’s common stock in connection with a one year public relations and consulting agreement. The Company valued these common shares at the fair market value on the date of grant at $1.40 per share or $280,000. Accordingly, the Company recognized stock based consulting expense of $46,666 and prepaid expense of $233,334 during the three months ended March 31, 2011.

In March 2011, the Company entered into a Separation Agreement and General Release (the “Settlement Agreement”) with the former president of the Company. Pursuant to the Settlement Agreement, the former President, Mr. Cohen shall return 900,000 shares of the Company’s common stock which he currently owns for cancellation and sell 1,200,000 shares of the Company’s common stock he owned to one or more purchasers who are accredited investors on the closing date (the “Closing”). At the Closing, the proceeds from the private sale of the 1,200,000 shares are to be distributed for payment and reimbursement of various fees and obligations outstanding to the Company, a certain vendor, the Company’s Co-Chairman of the Board of Directors and $115,000 to Mr. Cohen upon the satisfaction of the conditions to Closing in the Agreement. The Closing occurred in April 2011 (see Note 8). In addition, Mr. Cohen’s employment agreement shall be terminated and the parties will exchange releases. In addition, at the Closing, the Company and Mr. Cohen have agreed to: (i) assignments of certain boxing promotional rights agreements (subject to any required consents or approvals), and (ii) various profit sharing agreements with respect to certain of the boxing promotional rights agreements under which Mr. Cohen may elect to continue as the promoter of the boxers named therein. In connection with the return of the 900,000 shares of common stock, the Company valued the cancelled shares at $59,612 which represents the carrying amount of the assigned promotional advances and was allocated to retained earnings as a result of the Separation agreement entered into between the Company and the former president of the Company on March 28, 2011 in accordance with ASC 505-30 “Treasury Stock”.

Common Stock Options

On June 1, 2010, the Company granted an aggregate of 1,850,000 10-year options to purchase shares of common stock at $0.60 per share which vests one-third at the end of each three years to three officers of the Company. The 1,850,000 options were valued on the grant date at $0.60 per option or a total of $1,110,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.60 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 209% (estimated using volatilities of similar companies), expected term of 6.5 years, and a risk free interest rate of 3.29%. For the three months ended March 31, 2011, the Company recorded stock-based compensation expense of $92,500.

On March 29, 2011, the Company granted an aggregate of 350,000 10-year options to purchase shares of common stock at $1.01 per share which vests one-third at the end of each three years to an officer and two employees of the Company. The 350,000 options were valued on the grant date at $1.01 per option or a total of $353,500 using a Black-Scholes option pricing model with the following assumptions: stock price of $1.01 per share, volatility of 202%, expected term of 6.5 years, and a risk free interest rate of 3.47%. For the three months ended March 31, 2011, the Company did not record stock-based compensation expense since the amount was not material.

The Company granted 250,000 10-year options to purchase shares of common stock entered at $0.60 per share to the Company’s Executive Vice President in connection with his one year employment agreement commencing on October 1, 2010. The options vest and become exercisable in equal installments of the first three anniversaries of the effective date. The 250,000 options were valued on the grant date at $0.60 per option or a total of $150,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.60 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 209% (estimated using volatilities of similar companies), expected term of 6.5 years, and a risk free interest rate of 2.75%. For the three months ended March 31, 2011, the Company recorded stock-based compensation expense of $12,500.

F-38

At March 31, 2011, there was a total of $1,020,167 of unrecognized compensation expense related to these non-vested option-based compensation arrangements.

On June 1, 2010, the Company granted an aggregate of 950,000 10-year options to purchase shares of common stock at $0.60 per share which vests one third at the end of each three years to four consultants of the Company. The Company marked to market these options at March 31, 2011 using the fair market value of the stock on that date at $1.14 per share. The Black-Scholes option pricing model used for this valuation had the following assumptions: stock price of $1.14 per share, volatility of 202%, expected term of approximately nine years, and a risk free interest rate of 3.47%. For the three months ended March 31, 2011, the Company recorded stock-based consulting expense of $71,250.

NOTE 7 – STOCKHOLDERS’ EQUITY (continued)

During the three months ended March 31, 2011, 600,000 options were forfeited in accordance with the termination of employee relationships.

A summary of the stock options as of March 31, 2011 and changes during the period are presented below:


	Number of Options and Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at beginning of year		2,850,000		$	0.60		9.45
Granted		350,000			1.01		10.0
Exercised		-			-		-
Forfeited		(600,000	)		0.60		9.20
Cancelled		-			-		-
Balance outstanding at the end of period		2,600,000		$	0.66		9.32

Options exercisable at end of period		-		$	-
Options expected to vest		2,600,000
Weighted average fair value of options granted during the period				$	1.01

Stock options outstanding at March 31, 2011 as disclosed in the above table have approximately $1,260,000 intrinsic value at the end of the period.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Operating Lease

Period ending March 31:
2011	$	47,520
2012		64,764
2013		66,663
2014		68,634
2015 and thereafter		17,283
	$	264,864

F-39

NOTE 8 – COMMITMENTS AND CONTINGENCIES (continued)

Rent expense was $17,304 for the three months ended March 31, 2011. Rent expense was $3,240 for the period from February 10, 2010 (inception) to March 31, 2010.

Consulting Agreement

On January 17, 2011, the Company entered into a one year Advertising and Promotional Services Agreement with a consultant. The consultant will provide planning, developing and implementing promotional campaigns for the Company. The Consultant is entitled to cash compensation of $30,000 per month. This agreement may be terminated by the Company with or without cause upon written notice 60 days following the date of this agreement.

Employment Agreement

Production Agreement

In November 2010, the Company entered into a letter agreement with a sports network programming company, whereby the Company will supply 12 fully produced and broadcast episodes of boxing matches each month beginning January 2011. The Company will pay the sports network programming company distribution fees of $16,500 per episode for a total of $198,000. In March 2011, both parties agreed to terminate this agreement. The Company did not incur any expenses from this agreement.

Litigation

The Company, its wholly owned subsidiary, The Empire Sports & Entertainment Co. (“The Empire”) and their directors are parties to litigation in the Supreme Court of the State of New York, County of New York, Index No. 100938/11, which was filed on January 24, 2011 by Shannon Briggs (“Plaintiff” or “Briggs”), a professional boxer and a shareholder in the Company, for breach of fiduciary duty, conversion unjust enrichment and breach of contract. Briggs is suing for damages in an undetermined amount. The suit did not specify the amount of damages being sought. The Company disputes the plaintiff’s allegations and believes that the lawsuit is without merit. On or about February 17, 2011, the Company, The Empire and its directors, moved to: (i) dismiss the Non-Boxing Claims on the grounds that any such claims were released by Briggs pursuant to a general release contained in a Subscription Agreement that Briggs entered into with the Company in July 2010; and (ii) compel arbitration of Briggs’ Boxing Claims before the American Arbitration Association pursuant to the terms of a professional boxing promotional agreement with Briggs. The Company is confident that it will prevail on the motion and that the Non-Boxing Claims will be dismissed pursuant to the terms of the Subscription Agreement and that the Company will prevail on an arbitration on the Boxing Claims because Briggs was paid his entire purse for his world championship title challenge. On May 3, 2011, the Court entered an order compelling arbitration of the plaintiff’s professional boxing claims against The Empire and stayed the action against all other defendants, pending the conclusion of such arbitration. This stay included a stay of all of the plaintiff’s Non-Boxing Claims against all of the defendants.

F-40

NOTE 9 – SUBSEQUENT EVENTS

Joint Venture Arrangement

In February 2011, a new entity was formed and organized in preparation and in connection with a proposed joint venture. The Company had entered into a non-binding joint venture term sheet in December 2010 whereby it outlines the material terms and conditions of a proposed joint venture to be entered into between the Company and Concerts International, Inc. (“CII”). Under the terms of this non-binding joint venture term sheet, the parties formed an entity, Capital Hoedown, Inc. (“Capital Hoedown”), to operate an annual country music festival. The Shareholder Agreement was executed and entered into between the Company, CII and Capital Hoedown on April 26, 2011. Based on the Shareholder Agreement, the Company owns 66.67% and CII owns 33.33% of the issued and outstanding shares of Capital Hoedown. Contemporaneously with the execution of the Shareholder Agreement, Capital Hoedown entered into a management service agreement with CII and Denis Benoit, owner of CII, whereby a management fee of $100,000 (in Canadian dollars) shall be paid to CII each year such country music festival event is produced. The management fee will be paid in eight equal monthly installments of $12,500 and will cover the salaries of the manager and general office overhead. On April 26, 2011, the Company issued a revolving demand loan to CII and Denis Benoit up to a maximum amount of $500,000. Additionally, on April 26, 2011, the Company issued a revolving demand loan to Capital Hoedown up to a maximum amount of $4,000,000. These funds are exclusively for the operation and management of Capital Hoedown. The Company is entitled to interest of 10% per annum under these revolving demand loans and shall be payable on the earlier of January 15, 2012 or upon demand by the Company. It is currently anticipated that operations of the Joint Venture will be consolidated with the Company’s financial position and operations from its inception.

The closing of the proceeds from the private sale of the 1,200,000 shares occurred in April 2011 in connection with the Separation Agreement and General Release with the former president of the Company (see Note 8). The Company received a total of $77,250 for reimbursement of costs and expenses on the closing date pursuant to this agreement.

In April 2011, the Company sold an aggregate of 410,000 shares of common stock at a purchase price of $0.60 per share which generated gross proceeds of $246,000.

On May 4, 2011, the holders of 1,500,000 shares of Series A Preferred Stock converted their shares into 1,500,000 shares of Common Stock. One of the holders is the Company’s Co-Chairman of the Board of Directors.

Name Change

Arttor Gold LLC

F-41

EXPLANATORY NOTE

* We intend to file an Explanatory Note through one or more amendments to be filed to this Registration statement.

F-42

SAGEBRUSH GOLD LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

* We intend to file unaudited pro forma financial statements through one or more amendments to be filed to this Registration Statement.

F-43

SAGEBRUSH GOLD LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

* We intend to file notes to unaudited pro forma financial statements through one or more amendments to be filed to this Registration Statement.

F-44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

* We intend to file a report of independent registered public accounting firm for Arttor Gold, LLC through one or more amendments to be filed to this Registration Statement

F-45

ARTTOR GOLD, LLC

CONSOLIDATED CONDENSED BALANCE SHEETS

* We intend to file balance sheets for Arttor Gold, LLC through one or more amendments to be filed to this Registration Statement

F-46

ARTTOR GOLD, LLC

STATEMENT OF OPERATIONS

* We intend to file statements of operations for Arttor Gold, LLC through one or more amendments to be filed to this Registration Statement

F-47

ARTTOR GOLD, LLC

STATEMENT OF MEMBERS' EQUITY

* We intend to file statements of members' equity for Arttor Gold, LLC through one or more amendments to be filed to this Registration Statement

F-48

ARTTOR GOLD, LLC

STATEMENT OF CASH FLOWS

* We intend to file statements of cash flows for Arttor Gold, LLC through one or more amendments to be filed to this Registration Statement

F-49

ARTOR GOLD, LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

* We intend to file notes to the audited financial statements for Arttor Gold, LLC through one or more amendments to be filed to this Registration Statement

F-50

SAGEBRUSH GOLD LTD.

[____________] Shares

Common Stock

PROSPECTUS

*, 2011

SUBJECT TO COMPLETION, DATED June 15, 2011

PRELIMINARY PROSPECTUS

OFFERING UP TO ______ SHARES

Sagebrush Gold Ltd.

This prospectus relates to the resale of up to ________ shares of our common stock by the selling stockholders identified under the section entitled “Selling Stockholders” in this prospectus. The shares of common stock offered by the selling stockholders consist of _______________________________.

It is anticipated that the selling stockholders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated (see “Plan of Distribution” beginning on page 48). We will not receive any proceeds from the sales of common stock offered by the selling stockholders. We have agreed to pay all the costs of this offering other than customary brokerage and sales commissions. The selling stockholders will pay no offering expenses other than those expressly identified in this prospectus.

Our common stock is quoted on the OTC Bulletin Board under the symbol “SAGE.OB”. The last reported sale price of our common stock as reported by the OTC Bulletin Board on June 10, 2011, was $1.44 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of information that you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is *, 2011

TABLE OF CONTENTS

	Page

Prospectus Summary	5

Special Note Regarding Forward Looking Statements	8

Summary Consolidated Financial Data	9

Risk Factors	10

Use of Proceeds	34

Dilution	34

Market for Our Common Stock and Related Stockholder Matters	35

Dividend Policy	36

Selected Consolidated Financial Data	36

Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Business	52

Management	69

Executive Compensation	72

Certain Relationships and Related Transactions	77

Security Ownership of Certain Beneficial Owners and Management	80

Description of Securities	81

Plan of Distribution	84

Legal Matters	87

Experts	87

Where You Can Find Additional Information	87

Index to Financial Statements	F-1

The Offering

Common stock offered by the selling stockholders:		__________ shares

Common stock outstanding:		44,945,808 shares (1)

Use of proceeds:		We will not receive any proceeds from the sales of common stock offered by the selling stockholders.

Risk factors:		An investment in our common stock involves a high degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 4 of this prospectus before deciding whether or not to invest in shares of our common stock.

OTC Bulletin Board symbol:		SAGE.OB

(1)

Represents the number of shares of our common stock outstanding as of June 15, 2011, and includes the 21,000,000 shares recently issued in connection with the acquisition of Arttor Gold . Excludes (i) 2,800,000 shares of our common stock issuable upon exercise of options reserved under the 2010 Equity Incentive Plan, and (ii) 250,000 share of common stock issuable upon exercise of options issued to one of our executive officers.

USE OF PROCEEDS

We will not receive any proceeds from the sales of common stock offered by the selling stockholders

DESCRIPTION OF SECURITIES

Authorized Capital Stock

We have authorized 550,000,000 shares of capital stock, par value $0.0001 per share, of which 500,000,000 are shares of common stock and 50,000,000 are shares of “blank-check” preferred stock.

Capital Stock Issued and Outstanding

As of June 15, 2011 we have issued and outstanding securities on a fully diluted basis:

	·	36,945,808 shares of common stock;
	·	750,000 shares of Series A Convertible preferred stock; and
	·	8,000,000 shares of Series B Convertible preferred stock; and
	·	Options to purchase 2,250,000 shares of common stock at an exercise price of $0.60 per share and Options to purchase 350,000 shares of common stock at an exercise price of $1.01.

Common Stock

Preferred Stock

Series A Convertible Preferred Stock

On February 23, 2011, the Company designated and issued 2,250,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into one share each of the Company’s common stock, subject to equitable adjustments after such events as stock dividends, stock splits or fundamental corporate transactions . The Company is prohibited from effecting the conversion of the Series A Preferred Stock to the extent that as a result of the conversion the holder of such shares beneficially owns more than 4.99% (or, if this limitation is waived by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the issued and outstanding shares of our common stock calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Series A Preferred Stock. The holders of the Company’s Series A Preferred Stock are entitled to the same number of votes per share of common stock that the holder of the Series A Preferred Stock may convert into at the time of the vote. In the event of a liquidation preferences upon the liquidation, dissolution or winding up of the business of the Company, the holder of the Series A Preferred Stock would have preferential payment and distribution rights over any other class or series of capital stock that provide for Series A Preferred Stock’s preferential payment and over the Company’s Common Stock.

Series B Convertible Preferred Stock

Options

Dividend Policy

Transfer Agent

Our transfer agent is Action Stock Transfer Corp., 7069 S. Highland Dr., Suite 300, Salt Lake City, UT 84121.

Indemnification of Directors and Officers

Under the Nevada Revised Statutes and our Articles of Incorporation, as amended, and our Bylaws, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

Under the Nevada Revised Statutes, the Company shall indemnify any director or officer who has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above against expenses, including attorney’s fees, actually and reasonable incurred by him or her in connection with the defense. Furthermore the Company may indemnify a director or officer against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, so long as the officer or director (i) acted in good faith; (ii) acted in a manner reasonably believed to be in or not opposed to the Company’s best interest; (iii) had no reasonable cause to believe the conduct was unlawful; (iv) acted in a manner or omitted to act in a manner that constitutes a breach of fiduciary duty; and (v) such breach did not involve intentional misconduct or fraud.

Limitation of Liability of Directors

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale by the selling stockholders of up to ________ shares of our common stock, all of which are being registered for sale for the accounts of the selling stockholders and include _______________.

The shares of common stock referred to above are being registered to permit public sales of the shares, and the selling stockholders may offer the shares for resale from time to time pursuant to this prospectus. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares. We may from time to time include additional selling stockholders in supplements or amendments to this prospectus.

Name of Selling

Stockholder

Total

Shares Held

Total

Percentage of

Outstanding

Shares of

Common

Stock

Included in

Prospectus

Beneficial

Ownership

Before

Offering

Percentage of

Common Stock

Before

Offering

Beneficial Ownership

After the

Offering

Percentage of Common

Stock Owned After

Offering

PLAN OF DISTRIBUTION

We are registering up to ________ shares of common stock in order to permit the resale of these shares of common stock by our selling stockholders from time to time after the date of this prospectus, which shares include ___________. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be affected in transactions, which may involve crosses or block transactions,

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

in the over-the-counter market;

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

through the writing of options, whether such options are listed on an options exchange or otherwise;

including ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

including block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

including purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

including an exchange distribution in accordance with the rules of the applicable exchange;

including privately negotiated transactions;

including short sales made after the date the registration statement is declared effective by the SEC, subject to any applicable limitations on short sales contained in any agreement between a selling stockholder and us;

including sales pursuant to Rule 144;

and broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

including a combination of any of the foregoing methods of sale; and

any other method permitted pursuant to applicable law.

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock, estimated to be $100,000 in total, including, without limitation, U.S. Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided , however , that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act and to the extent indemnification is not available, the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus and to the extent indemnification is not available, we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

SAGEBRUSH GOLD LTD.

[____________] Shares

Common Stock

PROSPECTUS

*, 2011

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered. None of the following expenses are payable by the selling stockholders. All of the amounts shown are estimates, except for the SEC registration fee.

SEC registration fee	$	5,224.50
Legal fees and expenses	$	50,000.00
Accounting fees and expenses	$	15,000.00
Miscellaneous	$	50,000.00
TOTAL	$	120,224.50

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Nevada Revised Statutes and our Articles of Incorporation, as amended, and our Bylaws, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

II-1

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Sales by Empire

During July 2010 and August 2010, Empire conducted a private placement, pursuant to which it issued an aggregate of 3,791,668 shares of common stock to investors for total gross proceeds of $2,274,969. Empire paid commissions to placement agent of $125,850 in connection with the private placement. The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

Sales by the Company

In July 2007, we sold 77,928 to one unaffiliated investor. The shares have been cancelled and the sale rescinded.

On August 2, 2007, our board of directors approved the issuance of 17,596,603 shares of common stock to our officers for services provided.

On November 28, 2007, we issued 251,380 of common stock for licensing rights.

On December 29, 2009, we terminated a contract with a licensor. Pursuant to the termination agreement, we issued 25,138 shares of our common stock.

On February 10, 2010, the Company granted an aggregate of 12,090,000 restricted shares of common stock to the founders of the Company pursuant to common stock subscription agreements. The Company received gross proceeds of $1,205 and a subscription receivable of $4 from such issuance of shares of the Company's common stock. The Company valued these common shares at par value. The shares were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

Between January 2010 and June 2010, one of the Company’s directors loaned $468,500 to the Company. On June 30, 2010, the Company issued 333,333 shares in connection with the conversion of $200,000 of this loan payable. The fair value of such shares issued amounted to $200,000 or $0.60 per share based on recent sales of the Company’s common stock in a private placement. The shares were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

Between February 2010 and June 2010, two unrelated parties loaned an aggregate amount of $160,000 to the Company. On June 30, 2010, the Company issued 266,667 shares in connection with the conversion of these loans payable for a total amount of $160,000. The fair value of such shares issued amounted to $160,000 or $0.60 per share based on recent sales of the Company’s common stock in a private placement. The shares were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

II-2

On September 22, 2010, prior to the Exchange, the Company’s Board of Directors declared a dividend of an additional 1.51380043 shares of the Company’s common stock on each share outstanding on September 26, 2010. Except as otherwise noted, all share amounts referenced hereunder have been adjusted to reflect the number of the Company’s shares of common stock on a post-dividend basis, which exempts transactions by any issuer not involving a public offering.

On September 22, 2010, our Board of Directors declared a dividend of an additional 1.51380043 shares of our common stock on each share of our common stock outstanding on September 26, 2010. Except as otherwise noted, all share amounts referenced hereunder have been adjusted to reflect the number of our shares of common stock on a post-dividend basis.

On September 29, 2010, upon effectiveness of the Share Exchange, we issued an aggregate of 19,602,000 shares of our common stock to the shareholders of Empire. The shares were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

In September 2010, the Company issued 20,000 shares of the Company’s common stock in connection with accounting services rendered. The Company valued these common shares at the fair market value on the date of grant at $0.60 per share or $12,000 based on the recent sales of the Company’s common stock in a private placement which has been recognized as professional expense for the period from February 10, 2010 (inception) to December 31, 2010. The shares were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

On February 1, 2011, the Company raised $750,000 in consideration for the issuance of convertible promissory notes from various investors, including the Company’s Co-Chairman of the Board of Directors. The convertible promissory note bears interest at 5% per annum and is convertible into shares of the Company’s common stock at a fixed rate of $1.00 per share. The convertible promissory note is due on February 1, 2012. In connection with these convertible promissory notes, the Company issued 750,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant. The funds are required to be held in escrow and may be released only in order to assist the Company in paying third party expenses, which may include activities related to broadening the Company’s shareholder base through shareholder awareness campaigns and other activities. The shares were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions by any issuer not involving a public offering.

On February 23, 2011, the Company, its wholly-owned subsidiary, The Empire Sports & Entertainment, Co. (“Operating Sub”) and its newly-formed wholly-owned subsidiary, EXCX Funding Corp. entered into a Credit Facility Agreement with Barry Honig, its Co-Chairman, and Michael Brauser, pursuant to which the Lenders agreed to extend credit to the Borrowers in the form of a loan under which up to $4.5 million may be borrowed from the Lenders on a senior secured basis.

II-3

On May 6, 2011, The Empire Sports & Entertainment Holdings Co. completed a private offering of common stock to accredited investors. The Company accepted subscription agreements for an aggregate of 410,000 shares of the Company’s restricted common stock, par value $0.0001. Pursuant to the subscription agreements, the purchase price for each share of Common Stock was $0.60 per share and the aggregate purchase price was $246,000.

On May 24, 2011, the Company entered into a LLC Membership Interests Sales Agreement with each of Edward Karr, David Leger, Arthur Rector and Frost Gamma Investments Trust, which collectively own one hundred percent (100%) of the outstanding membership interests of Arttor Gold. Mr. Rector is the Company’s newly appointed President, as further described in the “Management” section. Pursuant to the LLC Agreements, the Company purchased one hundred percent (100%) of the outstanding membership interests of each LLC Member and issued (i) two million (2,000,000) shares of its common stock, par value $0.0001 per share (the “Common Stock”), and eight million (8,000,000) shares of its newly designated Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), to Mr. Karr, (ii) two million (2,000,000) shares of Common Stock to Mr. Leger, (iii) two million (2,000,000) shares of Common Stock to Mr. Rector and (iv) seven million (7,000,000) shares of Common Stock to Frost Gamma.

II-4

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No.		Description
2.1		Share Exchange Agreement dated as of September 29, 2010, by and among The Empire Sports & Entertainment Holdings Co., The Empire Sports & Entertainment, Co. and the shareholders of The Empire Sports & Entertainment Co. (1)
3.1		Amended and Restated Articles of Incorporation (2)
3.2		Amended and Restated Bylaws (2)
3.3		Certificate of Designation of Series A Preferred Stock (3)
3.4		Certificate of Amendment of Articles of Incorporation (4)
3.5		Certificate of Designation of Series B Preferred Stock (5)
5.1		Opinion of Sichenzia Ross Friedman Ference LLP*
10.1		The Empire Sports & Entertainment Holdings Co. 2010 Equity Incentive Plan (1)
10.2		Form of 2010 Incentive Stock Option Agreement (1)
10.3		Form of 2010 Non-Qualified Stock Option Agreement (1)
10.4		Employment Agreement Sheldon Finkel (1)
10.5		Employment Agreement Gregory D. Cohen (1)
10.6		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations dated October 8, 2010 (6)
10.7		Stock Purchase Agreement dated October 8, 2010 (6)
10.8		Employment Agreement Peter Levy (1)
10.9		Convertible Promissory Note (11)
10.10		Lease Agreement(11)
10.11		Form of Convertible Promissory Note, dated February 1, 2011**
10.12		Credit Facility Agreement by and among The Empire Sports & Entertainment Holdings Co., The Empire Sports & Entertainment Co., EXCX Funding Corp., Barry Honig and Michael Brauser dated February 23, 2011 (3)
10.13		Amendment No. 1 to Credit Facility Agreement dated March 1,2011 (3)
10.14		Contribution and Security Agreement dated February 23, 2011 (3)
10.15		Collateral Account Agreement dated February 23, 2011 (3)
10.16		Form of Note (3)
10.17		Separation Agreement and General Release, dated March 28, 2011**
10.18		Form of Subscription Agreement (7)
10.19		Unanimous Shareholder Agreement, dated April 26, 2011**
10.20		Management Services Agreement, dated April 26, 2011**
10.21		Revolving Demand Loan Acknowledgment Letter to CII and Denis Benoit, dated April 26, 2011**
10.22		Revolving Demand Loan Acknowledgment Letter to Capital Hoedown Inc., dated April 26, 2011**
10.23		Form of LLC Membership Interest Sales Agreement (5)
10.24		Frost Gamma Investments Trust Letter Agreement (5)
10.25		Amended and Restated Operating Agreement of Arttor Gold (5)
10.26		North Battle Mountain Mineral Prospect Lease (5)
10.27		Red Rock Mineral Prospect Lease (5)
16.1		Letter from Gumbiner Savett Inc. dated October 21, 2010 (8)
16.2		Letter from J.H. Cohn LLP dated October 21, 2010 (9)
21.1		List of Subsidiaries**
23.1		Consent of J.H. Cohn LLP**
23.2		Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)*
24.1		Powers of Attorney (10)
99.1		Geological Report and Summary of Field Examinations, dated August 15, 2009, prepared by R.A. Lunceford, M.Sc., CPG (12)

* To be filed by amendment.

** Filed herewith

	(1)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 5, 2010.
	(2)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 4, 2010.
	(3)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on March 1, 2011.
	(4)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on May 19, 2011.
	(5)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on May 31, 2011.
	(6)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 12, 2010.
	(7)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on May 13, 2011.
	(8)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 26, 2010.
	(9)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on June 3, 2011.
	(10)	Incorporated herein by reference to the copy of such document included on the signature page of our Registration Statement on Form S-1 filed on January 28, 2011.
	(11)	Incorporated herein by reference to the copy of such document included on our Amendment No. 1 to Registration Statement on Form S-1 filed on April 15, 2011.
	(12)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on June 10, 2011.

II-5

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 15th day of June 2011.

	SAGEBRUSH GOLD LTD.

	By:	/s/ Sheldon Finkel
		Name: Sheldon Finkel
		Title: Chairman and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Sheldon Finkel	Chairman and Chief Executive Officer (Principal Executive Officer)	June 15, 2011
Sheldon Finkel

/s/ Adam Wasserman	Chief Financial Officer (Principal Financial and Accounting Officer)	June 15, 2011
Adam Wasserman

/s/ David Rector	President	June 15, 2011
David Rector

/s/ Barry Honig	Co-Chairman	June 15, 2011
Barry Honig

II-7

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Exchange Agreement dated as of September 29, 2010, by and among The Empire Sports & Entertainment Holdings Co., The Empire Sports & Entertainment, Co. and the shareholders of The Empire Sports & Entertainment Co. (1)
3.1		Amended and Restated Articles of Incorporation (2)
3.2		Amended and Restated Bylaws (2)
3.3		Certificate of Designation of Series A Preferred Stock (3)
3.4		Certificate of Amendment of Articles of Incorporation (4)
3.5		Certificate of Designation of Series B Preferred Stock (5)
5.1		Opinion of Sichenzia Ross Friedman Ference LLP*
10.1		The Empire Sports & Entertainment Holdings Co. 2010 Equity Incentive Plan (1)
10.2		Form of 2010 Incentive Stock Option Agreement (1)
10.3		Form of 2010 Non-Qualified Stock Option Agreement (1)
10.4		Employment Agreement Sheldon Finkel (1)
10.5		Employment Agreement Gregory D. Cohen (1)
10.6		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations dated October 8, 2010 (6)
10.7		Stock Purchase Agreement dated October 8, 2010 (6)
10.8		Employment Agreement Peter Levy (1)
10.9		Convertible Promissory Note (11)
10.10		Lease Agreement(11)
10.11		Form of Convertible Promissory Note, dated February 1, 2011**
10.12		Credit Facility Agreement by and among The Empire Sports & Entertainment Holdings Co., The Empire Sports & Entertainment Co., EXCX Funding Corp., Barry Honig and Michael Brauser dated February 23, 2011 (3)
10.13		Amendment No. 1 to Credit Facility Agreement dated March 1,2011 (3)
10.14		Contribution and Security Agreement dated February 23, 2011 (3)
10.15		Collateral Account Agreement dated February 23, 2011 (3)
10.16		Form of Note (3)
10.17		Separation Agreement and General Release, dated March 28, 2011**
10.18		Form of Subscription Agreement (7)
10.19		Unanimous Shareholder Agreement, dated April 26, 2011**
10.20		Management Services Agreement, dated April 26, 2011**
10.21		Revolving Demand Loan Acknowledgment Letter to CII and Denis Benoit, dated April 26, 2011**
10.22		Revolving Demand Loan Acknowledgment Letter to Capital Hoedown Inc., dated April 26, 2011**
10.23		Form of LLC Membership Interest Sales Agreement (5)
10.24		Frost Gamma Investments Trust Letter Agreement (5)
10.25		Amended and Restated Operating Agreement of Arttor Gold (5)
10.26		North Battle Mountain Mineral Prospect Lease (5)
10.27		Red Rock Mineral Prospect Lease (5)
16.1		Letter from Gumbiner Savett Inc. dated October 21, 2010 (8)
16.2		Letter from J.H. Cohn LLP dated October 21, 2010 (9)
21.1		List of Subsidiaries**
23.1		Consent of J.H. Cohn LLP**
23.2		Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)*
24.1		Powers of Attorney (10)
99.1		Geological Report and Summary of Field Examinations, dated August 15, 2009, prepared by R.A. Lunceford, M.Sc., CPG (12)

* To be filed by amendment.

** Filed herewith

	(1)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 5, 2010.
	(2)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 4, 2010.
	(3)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on March 1, 2011.
	(4)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on May 19, 2011.
	(5)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on May 31, 2011.
	(6)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 12, 2010.
	(7)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on May 13, 2011.
	(8)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on October 26, 2010.
	(9)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on June 3, 2011.
	(10)	Incorporated herein by reference to the copy of such document included on the signature page of our Registration Statement on Form S-1 filed on January 28, 2011.
	(11)	Incorporated herein by reference to the copy of such document included on our Amendment No. 1 to Registration Statement on Form S-1 filed on April 15, 2011.
	(12)	Incorporated herein by reference to the copy of such document included as an exhibit to our Current Report on Form 8-K filed on June 10, 2011.

II-8

Attached files

Pershing Gold Corp. Reports

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