Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark one)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934. For the fiscal year ended December 31, 2014.
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934. For the transition period from ______ to ______
Commission File Number 000-50045
EMPIRE GLOBAL CORP.
(Name of small business issuer in its charter)
Delaware 33-0823179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
671 Westburne Dr., Concord, Ontario L4K 4Z1
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (647) 229-0136
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(par value $0.0001)
Check whether the issuer is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes [ ] No [X]
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. Yes [ ] No [X]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by checkmark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (s.s.
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Larger accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the exchange Act). Yes [ ] No [X]
The issuer had $1,741,531 in revenues for its most recent fiscal year. The
number of shares outstanding of the issuer's single class of common stock, as of
the close on April 28, 2015 is 23,264,800 shares.
The aggregate market value of the Registrant's common stock, $0.0001 par value,
held by non-affiliates as of June 30, 2014, the last business day of the second
fiscal quarter, was $737,000 based on the average closing bid and asked prices
for the Common Stock.
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. DESCRIPTION OF BUSINESS 3
ITEM 2. DESCRIPTION OF PROPERTY 28
ITEM 3. LEGAL PROCEEDINGS 28
ITEM 4. MINE SAFETY DISCLOSURES 28
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 28
ITEM 6. SELECTED FINANCIAL DATA 31
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
(Financial Statements - pages numbered as F-1 to F-23) 40
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 65
ITEM 9A. CONTROLS AND PROCEDURES 65
ITEM 9B. OTHER INFORMATION 66
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 66
ITEM 11. EXECUTIVE COMPENSATION 70
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 71
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 72
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 73
ITEM 15. EXHIBITS 74
SIGNATURES 75
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Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements. The Securities and Exchange
Commission encourages companies to disclose forward-looking information so that
investors can better understand a company's future prospects and make informed
investment decisions. This report and other written and oral statements that we
make from time to time contain such forward-looking statements that set out
anticipated results based on management's plans and assumptions regarding future
events or performance. We have tried, wherever possible, to identify such
statements by using words such as "anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," "will" and similar expressions in connection with
any discussion of future operating or financial performance. In particular,
these include statements relating to future actions, future performance or
results of current and anticipated gaming turnover, expenses, the outcome of
contingencies, such as legal proceedings, and financial results. Factors that
could cause our actual results of operations and financial condition to differ
materially are discussed in greater detail under Item 1A - "Risk Factors" of
this report.
We caution that the factors described herein and other factors could cause our
actual results of operations and financial condition to differ materially from
those expressed in any forward-looking statements we make and that investors
should not place undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which such statement
is made, and we undertake no obligation to update any forward-looking statement
to reflect events or circumstances after the date on which such statement is
made or to reflect the occurrence of anticipated or unanticipated events or
circumstances. New factors emerge from time to time, and it is not possible for
us to predict all of such factors. Further, we cannot assess the impact of each
such factor on our results of operations or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
In this Form 10-K, unless the context indicates otherwise, references to
"Empire Global Corp.," "our Company," "the Company," "we," "our," and "us" refer
to Empire Global Corp. a Delaware corporation, and its wholly-owned
subsidiaries.
PART I.
Item 1. BUSINESS DESCRIPTION
Business Overview
Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of
Delaware on August 26, 1998 as Pender International Inc. On September 30, 2005
changed its name to Empire Global Corp. and maintains its principal executive
offices headquartered in Toronto, Canada.
On August 15, 2014 the Company acquired 100% of the outstanding common shares of
Multigioco Srl. ("Multigioco"), an Italian corporation, in exchange for
2,000,000 restricted shares of Empire common stock. For accounting purposes, the
purchase was accounted for using the acquisition method of accounting.
Pursuant to the Agreement to acquire Multigioco the shareholders of Multigioco
had the option to repurchase the shares issued, in whole or in part, no later
than 90 days from the closing of the agreement. On October 31, 2014, the Company
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paid EUR 490,000 (approximately $620,700 USD) to reacquire 49%
(or 980,000) of the shares issued to acquire Multigioco. The parties have
informally agreed to extend the option indefinitely.
Multigioco was organized under the laws of the Republic of Italy on November 4,
2010. It was formed by the founder of New Gioco Srl (a company incorporated in
Italy) Beniamino Gianfelici and Doriana Gianfelici, the father-in-law and spouse
respectively of our President Alessandro Marcelli, with New Gioco Srl holding a
66% interest and Doriana Gianfelici holding a 34% interest in Multigioco,
respectively.
Operations are carried out under an online gaming license obtained from the
Amministrazione Autonoma Monopoli dei Stato ("AAMS"). Multigioco's revenue
streams consist of online wagering as well as gaming in online web based betting
shops situated throughout Italy. For the period ended December 31, 2014, the
Company had approximately 850 web based betting shops operating under its
license. Please refer to the "Distribution Method for our products and services"
section for a detailed description of web based betting shops.
As a result of the acquisition, Multigioco became a wholly owned subsidiary of
Empire and our business is now a licensed gaming operator offering internet
based gaming in Italy. We are continuing to evaluate and plan strategic
acquisitions for expansion in this industry and to become the parent company for
a variety of similar companies. Therefore the company is no longer considered a
shell company.
History
Multigioco was granted its AAMS GAD (Online Gaming) license and given the
authorization to 'go-live' on July 4, 2012. The Company's revenues are derived
from Multigioco's gaming operations over a wide footprint of approximately 850
web based betting shops through a user friendly, market-leading website for
online wagering, including sports betting and casino gaming (traditional casino,
live casino, poker, bingo, and interactive skilled games) combined with a
plan to acquire strategically located distribution of land based betting shops
for its gaming products to promote the 'New Gioco' brand image throughout Italy.
OUR STRATEGY
Our growth plan is to expand both in absolute and in relative terms.
Absolute growth may be achieved by organic expansion of our current target
audience within Multigioco territories through strategies which include
conducting a tactical business review; establishing standard operating
procedures and implementing a marketing strategy we refer to as our "Rebranding
Blueprint" related to specific target marketing as outlined below. We anticipate
that relative growth will be achieved through a consolidation architecture as we
accumulate market share through acquisitions.
Conduct a tactical business process review
We plan to undertake a thorough review of the Multigioco business plan that may
reveal opportunities to improve profitability through a broad range of business
process models and strategies as well as techniques to trade, transfer or
dispose of unproductive shops, high cost locations, low margin products and
venues which may carry more risk than reward or acquire or combine additional
licenses while terminating or selling others that are deemed unproductive, low
margin, high risk or expensive.
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Our strategy is to bring operators in the fragmented Italian gaming market under
the ownership of our company and provide professional management and additional
resources and services as described below. By doing so, we believe that we can
continually improve on our services, develop competitive advantages and build a
national brand for gaming, wagering and entertainment.
Establish Standard Operating Procedures ("SOP's") and best practices
After acquiring a certain group of target operators specializing in gaming, we
intend to continue their businesses as before while implementing SOP's.
The purpose of these SOP's is higher, more transparent control over operations.
Consolidating several companies under our control will provide an opportunity to
implement operating efficiencies that cannot be achieved by smaller independent
operators. We expect to save costs in regulatory compliance, marketing,
management, accounting, human resource, and legal services. Creating a
standardized control system will be a major source of profitability as Empire
grows, and is therefore considered an essential part of the Company's strategy.
Implement Rebranding Blueprint with operators acquired through consolidation
In addition to continuing existing business practices of the operators,
implementing SOP's and best practices as described above, we also intend to
augment the services provided by our operators by implementing our Rebranding
Blueprint with a view to achieving critical mass such that we can implement
in-house administration of technology.
Our Rebranding Blueprint contemplates target marketing of specific verticals
within our existing client base as well as anticipated new clients imported
through acquisitions and clients that are currently patrons of competitors or
of operators that may cease operations.
Addition of other services and facilities
In addition to supplementing gaming offerings originally provided by our
acquired operators with our Rebranding Blueprint, we intend to add others with
the assistance of gaming specialists, aggressive software providers and market
research professionals. Additional revenues can be realized by establishing
facilities such as marketing centers and kiosks.
Our Target Markets
AGE DEMOGRAPHIC NEXUS
GROUP
18 - 24: - Pre-gambling future client - Almost 100% of this age group
- New-gambling audience owns a cell or smart phone;
- Desires experiential, e-gaming, - Majority of market with data
imaginative fantasy games packages and internet access;
- Technologically savvy consumer
spending more on experiential
versus material goods.
25 - 44: - Mature-gambling audience - Majority of online gamers are
- Desires games of chance, casino, 30 years old and currently
traditional gambling tables, heads of households;
and sports betting. - Male and Female balanced
across the group.
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45 - Senior: - Grounded gambler - Largest growing segment of the
- Baby Boomer population;
- Desires social interaction, - Significantly underserved;
easy play, bingo slots, - Needs are more social rather
nickel games than self-fulfilling;
- High disposable income;
- Largest market size.
Customers
We currently have approximately 22,000 client accounts and estimate that our
base will increase to 80,000 in 3 years based on projections supplied by both
organic growth and acquisition of existing businesses. These clients range in
age from 18 through 79 and are a mix of 70% male/30% female. In addition, we
separate our revenue source to (a) sports betting, (b) casino and card game
betting and (c) poker players. Our ad-hoc in-house analysis finds that sports
betting is more popular among our customer base. In addition, sports betting is
a much more profitable revenue stream yielding the highest percentage of our
Gross Gaming Revenue ("GGR") at 50% of revenues which is representative of
industry metrics.
Our internal analysis also shows different gaming patterns emerge from our male
and female patrons. Male players prefer sports-bets, while about 10% of them
explore also casino and poker. Alternatively, female player prefer casino and
bingo while only 1% try our other game offerings like poker, sports-bets or
lotteries.
Sports-Bet: We currently have an average of 8,100 players per month (about 37%
of our total gaming accounts) that place at least 3 bets per week, for a total
of 12 bets per month per player. The total number of monthly bets on our license
averages between 95,000 and 100,000 tickets. The average of the amount played
per ticket is EUR 6.4 (approximately $6.78 USD) such that each player that
places 12 bet spends EUR 76.8 (approximately $81.41 USD) per month.
Casino: We have an average of 700 unique players participating in casino games
(generally about 3% of all gaming accounts and 8.6% of the sports-bet players).
Each casino player generates coin-in revenue of EUR 3,000 (approximately
$3,200 USD) per month which represents a profit of EUR 94 (approximately
$99.64 USD) per player per month. The profit of $99.64 is also the metric used
to measure our casino performance in "spending" of a casino player.
Poker: We have an average of 800 unique players participating in poker games
through our website (about 3.6% of all gaming account and 9.8% of the sports-bet
players) per month. Each poker player generates coin-in revenue of EUR 2,896
(approximately $3,667 USD) per month which represents a profit of EUR 103
(approximately $130 USD) per player per month. We also use the profit metric
of EUR 103 (approximately $130 USD) to measure our casino performance in
"spending" of a poker player.
Most of our patrons are located in central to south Italy with the highest
concentrations in larger centers such as Rome and Naples.
We expect that the individual patrons from the operators we acquire will
continue to utilize the services of the acquired operator. The operators we are
now evaluating or attempting to acquire have existing revenues from individuals
who frequent their establishments and venues. In addition to this base of
customers, we plan to pursue additional licenses, contracts and relationships
with institutions, both in the private and public sectors that will attract and
secure new bettors that use the services of competitors.
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Gaming Product Offerings
Multigioco's online gaming website and shops offer the following gaming line-up:
- Sports Betting: Considered the largest and most well-known industry segment
offering both pre-live and live in-game betting opportunities for a wide
variety of sports.
- Online Casino: traditional casino games, live casino, poker, bingo and
interactive skilled games including:
* Traditional Casino Games: Automated casino games such as roulette,
blackjack and baccarat and slot machines
* Live Casino Games: Table games which are broadcast via live video stream
with real dealers and Croupiers that attempt to convey the atmosphere of a
physical casino.
- Poker: Texas Hold'em and Omaha in both cash and tournament format.
- Bingo, Skilled and Interactive Games such as: games that are programmed with
random number generation to ensure constant fairness for all parties; and
can be played for real money or free play. These games are typical cards
game played by Italian people such as tresette (3 Sevens), scopa (Sweep) and
briscola (Trump).
Distribution Methods for Products or Services
In Italy, gaming products and services are offered through any of three
distribution methods: agencies, corners, or websites. Regardless of the
distribution method, licensed operators in Italy must be connected to the
AAMS network using an intermediary such as Microgame S.p.A ("Microgame"). Only
a single license is required to operate a website based gaming service, which
Multigioco owns, while each agency and corner must have a separate license which
is specific to the location.
As of December 31, 2014 Multigioco only used the website or online based
distribution method as described in greater detail below. We expect to employ
other distribution methods as we develop our business in Italy through
additional acquisitions. The following describes the three distribution methods
in Italy:
Negozio Sportivo ("NS"; "agency" or "arcade"): An agency is an arcade location
that is a gaming specific venue meeting strict regulatory standards. An agency
must have 70% of its square-footage dedicated specifically to gaming space in
addition to having a cash cage, thereby creating an 'arcade' like facility for
the primary purpose of gaming and gaming related revenues.
Punto Sportivo ("PS" or corner): A corner is distinguished from an agency
insofar as the principal business situated at the location is primarily other
than gaming (such as a coffee shop or bakery) with a terminal connected to the
AAMS network. The primary purpose of the facility is not gaming, and it only
sections a small 'corner' for extra cash flow in exchange for a fee and/or
commission. Specifically, a maximum of 30% of floor space of a "corner" can be
dedicated to gaming.
Punti di Commercializzazione ("PC"; web based betting shops "shops"; "web cafe"
or "websites"): Multigioco's main gaming website www.multigioco.it operates
under a third party Service Provider agreement with Microgame to develop and
host our website layout, design and functionality. Microgame provides and
operates all aspects of the company's online gaming website including: servers,
routers, software development (for the Multigioco branded website operations),
sportsbook trading, telephone betting, licensing, website hosting, payment
solutions, security, and the first line of gaming related customer support
needs.
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Multigioco websites are tailored for the Italian gaming market. The Company
maintains a web-based platform directly under the branded websites multigioco.it
and newgioco.it, (the main "channels") serving players and shops respectively.
There are some variations in website style because Multigioco offers different
services through each channel. Newgioco.it is mainly devoted to shops such that
the marketing for this brand is dedicated to campaigns aimed at shop commission
programs, branding, and proposals or marketing for prospective operators to
become a "New Gioco Shop". Whereas, multigioco.it is more dedicated to the
end-user, by focusing on campaigns and gaming offerings directed at players,
such as welcome bonuses, rake back for poker players, etc. The websites are only
published in the Italian language. Multigioco may include additional languages
if it is determined that such additional websites are commercially viable and if
we agree to pay Microgame additional development fees. We presently do not have
any plans to expand our website to include additional languages.
The AAMS requires that all websites are owned only by the license holder. We own
our branded website urls in accordance with our AAMS licensing requirements and
either directly operate the websites or alternatively contract the websites to
third party Promoters as follows:
The website urls we own are as follows:
- www.multigioco.it
- www.newgioco.it
Multigioco gaming offerings are available under contract through its web-based
platform serving players directly under the branded website www.newgioco.it
including:
- 3 landing pages (Note a) including multigioco.it as well as sbancatutto.it
(focused on poker) and adgame.it (focused on sports betting); and
- 3 White-label websites (Note b) named online.giocoeguadagno.it and
articpoker.it (focused on betting shops) and lovingbet.it (a multiservice
utility for franchise shops that combined with a typical games pack, may
also provide ancillary electronic transaction services such as payments of
utility bills, television, cell phone SIM Recharge, etcetera).
Note (a): A Landing page refers to a webpage that is generally owned by a
promoter (which can also be referred to as a betting shop) which
redirects their marketing (social network, friends or other forms of
marketing) to this webpage. Apart from a few advertisements, the
landing page links patrons to sign-up or register directly on the
newgioco.it main page except that a promotional code is tied to the
link, such that the web promoter can funnel his marketing through a
subnet. In the case of Italy the entire subnet (a subnet is a logical
grouping of connected network devices. Nodes on a subnet tend to be
located in close physical proximity to each other such as on a LAN)
must be connected to the AAMS network.
Note (b): A White-label page is a complete gaming website (similar to the main
website of the licenser (in our case Multigioco)) but with the
interface and logo of the Promoter. The Promoter earns fees according
to the turnover generated through their website.
In relation to the third party or rented websites, the Promoter ("partner",
"shop" or "agent") is responsible for marketing strategies, administration and
costs. The Promoter may incorporate special promotions, draws and incentives to
drive players to their website to increase gaming turnover or visits. Generally,
these Promoters operate in areas that are remote or distant from our central
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operations based in Rome, therefore, some promotions may be local events in the
jurisdiction surrounding the "home base" of the Promoter. The relationship with
local shops and players from the Promoter region remains directly with the
Promoter since there could be regional nuances that attract their clientele to
our gaming offerings. However, the gaming business belongs to the underlying
licensor or in our case 'Multigioco' and is included in our overall financial
results as gaming turnover. In 2014, this result was included in the
EUR 63,253,822 (approximately $80,100,000 USD) Multigioco reported as gaming
turnover.
The Promoter does not have any direct access to Multigioco client gaming
accounts and is therefore not legally responsible or liable for maintaining
gaming account balances. As a result, the licensor is legally responsible for
compliance and client gaming account control, and is also legally required to
ensure that all payouts due to players are credited to each players' gaming
account and are available to players within 7 working days of the play.
Please refer to the section entitled CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS in our Current Report on form 8-K filed on August 19, 2014 for a
detailed description of our White-label Services Agreements and landing pages.
While the www.multigioco.it website offers wagering in many categories outside
of sports, Multigioco intends to capture a larger share of the Italian market
by focusing on the Serie A, B, and C soccer, online poker, online casino and
slots, skill games, as well as Italian horse racing.
Otherwise, the company offers a sufficiently diverse service offering and
intends to focus on creating in-house cost savings and synergies by undertaking
strategic acquisitions and following a strict internal development plan.
Employees
Our current CEO provides day to day operations and management services at the
Company's head office. Management expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees in our head office so long as it is seeking and evaluating business
opportunities.
At the time of this report, Multigioco employed 7 employees at its head office
and approximately 20 outside commissioned sales agents that service our remote
shops and venues in the field.
Research and Development
Neither Empire, nor its subsidiaries, engage in research and development
activities.
FACTORS AFFECTING OUR MARKET
Government Regulations - General
The following information is presented with the understanding that we have now
acquired a gaming operator in Italy with a license expiring in 2021 and
therefore our business is subject to the regulations described below. For this
discussion, it is understood that when we mention "our operators" or "our
facilities" or operators or facilities that that we "own", it is in reference to
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operators or facilities that we have acquired and may acquire in the course of
our business in the future, assuming that we are able to acquire any additional
operators at all.
Under Italian Criminal Law all gambling is illegal regardless of where it is
organized. However, the law also recognizes there is a difference with games of
chance and games where the outcome depends on the player's skills.
Sports-betting, lotteries and some other activities fall into the category of
legal and regulated gambling activities.
In Italy, the Amministrazione Autonoma Monopoli dei Stato - Autonomous
Administration of the State Monopolies (AAMS) the State Agency of Customs and
Monopolies is granted the power to issue licenses and regulate other gambling
matters.
Beginning in 1992, some forms of gambling activities were deregulated by
government decree under certain conditions to avoid potentially negative social
effects associated with the industry. In 2006, beginning with a series of
licenses colloquially termed as "Bersani" Licenses which will renew under
license tender in 2016, the AAMS implemented certain amendments with a view to
liberalize the market such as:
- Legalization of real-money skill games and betting exchanges or 'books';
- Opening of the Italian gambling market to operators from EU and EFTA
countries (on condition they meet certain requirements);
- Initiating a new license tender process intended to curb the network of
offline betting establishments and also provided a possibility for online
gaming operators to offer their services on a legal basis.
New milestones were reached by Italian legislation in 2006 with regulation of
the use of the internet as a direct gambling distribution channel in Italy. The
Finance Act 2007 which legalized card games in the form of tournaments with
stakes equal only to tournament entry fees, and also the "Comunitaria" decree in
February 2011 which regulated cash poker games and online casino games also
amended laws introduced in the previous version of the decree. Licenses issued
pursuant to this new decree will expire in 2021 and renew under a new tender
notice process.
See the section captioned "Risk Factors" for additional information and risks
we face as operators in the regulated gaming industry.
Permits, Authorizations and Licenses
Italy maintains a State legislated policy aimed at enhancing gaming though rigid
regulations designed to protect its economic interest and comply with the law as
well as to certify operators to protect so-called consumer-gamblers. In Italy,
there are currently two main categories of licenses (off-line and online) in
circulation, issued or awarded by the AAMS in three series:
Series 1 first issued by legal decree in 1992, renewed in 2009 under the Abruzzo
decree and are colloquially branded as "Monti" licenses;
Finance Act decree of 2007 (FA7) series which were awarded by tender in 2006 and
are colloquially branded as "Bersani" Licenses which renew in 2016; and
New series GAD (Gioco a Distanza) issued by application process under the
Comunitaria decree in 2010.
Each series of license has a 10 year renewal term.
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Monti and Bersani licenses provide both NS and PS off-line (agencies and
corners) as well as GAD online (web based) distribution authorizations. Off-line
Monti licenses and Bersani licenses are subject to and expected to be
consolidated under renewal in 2016 while both the Monti and Bersani GAD licenses
are expected to permanently expire in June 2016 leaving only the Comunitaria
Series GAD licenses in circulation.
In 2011, Multigioco applied for a New Series GAD license under the regulatory
changes requiring a tender notice process. The AAMS which allows for gambling
operations in Italy (the "Territory") granted Multigioco a new GAD license, and
on July 4, 2012 gave a "go-live" authorization for Multigioco websites.
The AAMS license provides Multigioco the right to:
(i) offer only those gaming offerings that AAMS authorizes for deployment in
Italy;
(ii) enter into licensing, joint venture and acquisition agreements with
shops and private enterprises as concessionaires that provide various
local services such as convenience stores, bars, cafes, restaurants,
etc. in the Territory;
(iii) establish web cafe`s acquired by Licensor as permitted by the
regulations enforced by the AAMS regional office within the Territory;
and
(iv) take such steps that are deemed necessary to develop the business of
gaming in the Territory.
Our license is subject to the laws of the Republic of Italy with an initial term
expiring on June 15, 2021 and is renewable through the tender notice process.
If the acquisition of a target operator involves a transfer of assets, it is
likely that not all, if any, licenses or permits or other authorizations will be
allowed to be transferred to a new entity along with the assets. Some of the
operators we are evaluating maintain one or more licenses. It is also possible
that our license may be leveraged, sold or transferred in a transaction for
another license or licenses offering benefits that might fit a revised or
remodeled business plan in the future. Although these concepts may be
considered as part of our business development we cannot provide any assurance
that any such transaction will occur.
When considering the acquisition of a target operator, the license associated
with the location (either a Monti or Bersani license) dictates the method of
acquisition. Certain conditions apply to a proposed sale and transfer of the
specific license according the legislative decrees associated with each Monti
and Bersani licenses. In the case of Bersani licenses, any existing licensee or
qualified acquirer (meaning a person or entity approved by the AAMS) may acquire
a Bersani license from the previous holder by simply transferring the license
from the seller to the buyer. However, Monti licenses cannot be bifurcated from
the corporate entity which was initially granted the Monti license unless the
buyer is currently a Monti licensed legal entity or person. Instead, the
acquirer, if not currently a Monti licensed entity must acquire the licensed
corporate entity, which may or may not have existing gaming venues or business.
Foreign Financial Considerations
Multigioco's income is subject to income taxes based upon the laws of Italy
which may also fluctuate if economic conditions in Italy continue to remain
uncertain.
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For the Registrant's financial reporting, Multigioco's assets and liabilities,
whose functional currency is the Euro, are translated into U.S dollars at
period-end exchange rates. Income and expense items are translated at the
average rates of exchange prevailing during the period. The adjustments
resulting from translating the Company's financial statements are included in
Accumulated other comprehensive loss, a component of Stockholders' Equity.
Foreign currency transaction gains and losses are recognized in net earnings
based on differences between foreign exchange rates on the transaction date and
settlement date. Fluctuations in the foreign exchange rates may have an adverse
effect on our overall results.
Major Software Vendors
The following sets out a table of various gambling software providers and a
brief description:
Microgame S.p.A. Microgame is the online arm of one of the most
established and progressive bookmakers in Italy and is
a Joint Venture partner of Caesars Entertainment in
the World Series of Poker.
Playtech Plc Playtech is a gaming software development company
founded in 1999. The company provides software for
online casinos, online poker rooms, online bingo
games, online sports betting, scratch games, mobile
gaming, live dealer games and fixed-odds arcade games
online. It is listed on the London Stock Exchange and
is a constituent of the FTSE 250 Index
Amaya Amaya Inc. provides technology-based solutions,
products, and services for global gaming and
interactive entertainment industries worldwide. It
operates through two segments, Business-to-Consumer
(B2C) and Business-to-Business (B2B).
Competition
Overall competition in the online gaming industry is moderate with various
sectors and operators competing for customers in various geographic markets.
These include land based online casinos, poker rooms, sports/race books, bingo,
skill games, lottery, betting exchanges as well as internet or web only based
operators. The global reach of the internet in concert with the plentiful supply
of varying games means obstacles to switching venues for the consumer are
virtually nonexistent which increases competition. Differing regulations
worldwide make it harder to expand and the easing of regulations in some markets
have led to consolidation by monopoly entities which weakens competition while
the opening of new markets allow for more players to enter the market place
offsetting the balance somewhat.
We compete with a number of public and private companies, which provide land
based and/or online gaming. In addition to known current competitors,
traditional land based casino operators and other entities, many of which have
significant financial resources, and occupy entrenched positions in the market
and name-brand recognition, may provide Internet gaming services in the future,
and thus become our competitors.
Particularly, Multigioco faces direct competition in Italy from established
online gambling sites like GTECH (Lottomatica), William Hill, 365sport, bwin,
12
and many others. However, the Company has several advantages at its side,
primarily, services that are tailored to calcio (soccer) enthusiasts. Most
notably, Multigioco invests significant resources to calcio-focused marketing;
fan engagement, live-streaming of calcio games; employ industry leading
software; and is actively considering potential Italian celebrity partners.
We believe the principal competitive factors in our industry that create certain
barriers to entry into the Italian market include but are not limited to
reputation, technology, financial stability and resources, proven track record
of successful operations, critical mass (particularly relating to online poker),
regulatory compliance, independent oversight and transparency of business
practices. While these barriers will limit those able to enter or compete
effectively in the Italian market, it is also likely that new laws and
regulations of governmental authority will be established in the future that
will also offer barriers to new competitors.
Increased competition from current and future competitors may, in the future,
materially adversely affect our business, revenues, operating results and
financial condition.
Major Operators
The following sets out a table of various gambling operators and a brief
description:
GTECH (Lottomatica) Focused on providing software and services in the
Internet, lottery and sports betting market.
SNAI An Italian corporation that deals with the management
of betting odds and horse racing contests. It was
founded in 1990 and is listed on the Milan Stock
Exchange and on March 29, 2011 Global Games S.p.A.
acquired 51 % of SNAI.
Sisal One of the longest running Italian gaming companies
offering Internet Betting, lotteries, scratch to win,
poker and casino, slots and arcade games.
Bwin One of the largest online gaming and gambling company
focused primarily on sports betting, as well as
Internet casino and poker.
The following sets out a table of various online gambling industry participants
and their roles in the industry:
Key Italian Authorities
Amministrazione Autonoma Responsible for the licensing and authorizations
Dei Monopoli dei Stato granted to concessionaries, and for the monitoring of
(AAMS) the betting activities.
Guardia di Finanza Aim is to avoid criminal elements thanks to a network
presence throughout Italy conducting physical
inspections in bars and tobacco shops.
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Agenzia delle Entrate A government agency supervised by the Ministry of
Economy and Finance which cooperates with AAMS, and is
engaged in the management, investigation and
litigation of taxes. Its objective is to maximize tax
collection efficiency and compliance.
Sogei Engaged in the ICT (Information, Communication and
Technology) sector and is owned and operated by the
Ministry of Economy and Finance. The company provides
betting control, in order to assure the regulated
processing of games, and management of the
"Totalizzatore Nazionale" (a computer network that
calculates and processes winning/payouts).
Trade Organizations
International IAGR is a forum in which gaming regulators from around
Association of the world can meet, exchange views and information,
Gaming Regulators and discuss policy issues among themselves and with
(IAGR) representatives of the international gaming industry;
a means of fostering cooperation between gaming
regulators in the performance of their official
duties; and a central point of contact for inquiries
from governments, gaming regulatory agencies and
personnel, and representatives of the international
gaming industry.
European Gaming and EGBA promotes implementation of a fair, competitive
Betting Association and regulated market for online gaming and gambling
(EGBA) operators throughout Europe in line with EU law.
Global Betting & GBGC has developed a wide range of gambling and
Gaming Consultants business services that it can provide to its clients
(GBGC) to help them operate successfully in the gambling
field.
eCogra eCogra is an internationally accredited testing agency
and player protection and standards organization that
provides an international framework for best
operational practice requirements, with particular
emphasis on fair and responsible gambling.
Item 1A. RISK FACTORS
In addition to the other information contained in this Form 10-K, the following
risk factors should be considered carefully in evaluating Empire. Our business,
financial condition, liquidity, or results of operations could be materially
adversely affected by any of these risks. Accordingly, when we refer to "our
operators" below, it is with reference to operators that we are in the process
of acquiring or may acquire in the future, regardless of the level of ownership
or operators that are involved in joint ventures with us. The risks and
uncertainties described below are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently consider immaterial may also have an adverse effect on us. If any of
the matters discussed in the following risk factors were to occur, our business,
financial condition, results of operations, cash flows or prospects could be
materially adversely affected.
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RISKS RELATED TO OUR BUSINESS
"Because we have a limited operating history, we may not be able to successfully
manage our business or achieve profitability."
Multigioco was recently formed, obtained its AAMS license and our website only
became operational in June 2012. As a result, we have a limited operating
history upon which you can evaluate our prospects and our potential value. If we
cannot successfully manage our business, we may not be able to generate future
profits and may not be able to support our operations.
No additional relevant operating history involving Multigioco's operations
exists upon which an evaluation of our performance can be made. The likelihood
of our success and performance must be considered in light of the expenses,
complications and delays frequently encountered in connection with the
establishment and expansion of new business and the highly competitive
environment in the online gambling industry.
We have incurred substantial losses since our inception and may never be
profitable.
We have incurred losses since inception and further losses are anticipated in
the development of our business. As a development stage company, there exists
substantial doubt regarding our ability to continue as a going concern. The
ability to continue as a going concern is dependent upon generating profitable
operations in the future and/or to obtain the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations.
Management intends to finance operating costs over the next twelve months with
existing cash on hand, loans from stockholders and directors, PIPE Financing
and possible private placement of our securities. No stockholder, director, or
possible private placement participant has agreed to loan our company any funds
nor agreed to purchase any of our securities. The failure to obtain necessary
financing could result in our company ceasing all operations, which would likely
result in a loss of all or a significant portion of your investment in our
company.
"Failure by us to respond to changes in consumer preferences could result in
lack of gaming revenues and may force us out of business."
Our online gambling website and online operations operate in an industry subject
to:
- rapid technological change;
- the proliferation of new and changing online gambling sites;
- frequent new product introductions and updates; and
- changes in customer demands.
Any of the above changes that we fail to effectively anticipate could reduce the
demand for our online business, as well as any gaming service we may introduce
in the future. Failure to anticipate and respond to changes in consumer
preferences and demands could lead to, among other things, customer
dissatisfaction, failure to attract demand for our products and lower profit
margins.
15
"We currently depend on and may continue to be dependent on third parties to
complete the development of our online gambling platform, and any increased
costs associated with third party developers or any delay or interruption in
production would negatively affect both our ability to develop the platform and
our ability to continue our operations."
We currently depend on our agreement with Microgame S.p.A. to develop and
operate our online gambling platform. We anticipate that we will continue to
rely on Microgame and other third parties to develop portions of the platform.
The costs associated with relying on third parties may increase our operating
and development costs and negatively affect our ability to operate because we
cannot control the developer's personnel, schedule or resources. We may
experience delays in finalizing platform updates, in addition, our reliance upon
a third party developer exposes us to risks, including reduced control over
quality assurance and costs of development. If this happens we could lose
anticipated revenues from the platform and may not have the capital necessary to
continue our operations. In addition, we may be required to rely on certain
technology that we will license from third parties, including software that we
integrate and use with our internally developed software. We cannot provide any
assurances that these third party technology licenses will be available to us on
commercially reasonable terms. The inability to establish any of these
technology licenses, or the loss of such licenses if established, could result
in delays in completing any platform updates or changes for us until equivalent
technology could be identified, licensed and integrated. Any such delays could
materially adversely affect our business, operating results and financial
condition.
"If we do not comply with the terms of or if our agreement with Microgame is
terminated, our business operating results and financial condition will be
adversely affected."
Our agreement with Microgame to develop and operate our online gaming website is
crucial to our operations. If we fail to comply with any of the terms or
conditions of the agreement, or in the event that Microgame terminates the
agreement or the agreement expires and we are unable to find a suitable
replacement, our business, operating results and financial condition would be
materially adversely affected.
"We depend on payments from third-party service providers, including government
regulated gaming agencies. If these payments decrease or do not increase as our
costs increase, our operating margins and profitability would be adversely
affected."
We will depend, in part, on private entities and regulated third-party sources
of payment for the gross gaming revenues earned by our operators. The amount our
operators receive for their services may be adversely affected by market and
cost factors as well as other factors over which we have no control, including
future changes to the payment systems and the cost containment and utilization
decisions of third-party service providers. The focus on gaming reform in Italy
may increase the likelihood of significant changes affecting gaming services in
the future. We give no assurances that future changes to odds and tax rates on
game offerings, cost containment measures by private third-party service
providers or other factors affecting payments for gaming services will not
adversely affect our future revenues, operating margins or profitability.
16
"Our online website is subject to security and stability risks that could harm
our business and reputation and expose us to litigation or liability."
Online commerce and communications depend on the ability to transmit
confidential information and licensed intellectual property securely over
private and public networks. Any compromise of our ability to transmit such
information and data securely or reliably, and any costs associated with
preventing or eliminating such problems, could harm our business. Online
transmissions are subject to a number of security and stability risks,
including:
- our encryption and authentication technology, and access and security
procedures, may be compromised, breached or otherwise be insufficient to
ensure the security of customer information;
- we could experience unauthorized access, computer viruses, system
interference or destruction, "denial of service" attacks and other
disruptive problems, whether intentional or accidental, that may inhibit or
prevent access to our websites or use of our products and services;
- someone could circumvent our security measures and misappropriate our
partners' intellectual property or our customers' accounts, interrupt our
operations, or jeopardize our licensing arrangements, which are contingent
on our sustaining appropriate security protections;
- our computer systems could fail and lead to service interruptions;
- we may be unable to scale our infrastructure with increases in customer
demand; or
- our network of facilities may be affected by a natural disaster, terrorist
attack or other catastrophic events.
The occurrence of any of these or similar events could damage our business, hurt
our ability to distribute gaming products and services and collect revenue,
threaten the proprietary or confidential nature of our technology, harm our
reputation and expose us to litigation or liability. We may be required to
expend significant capital or other resources to protect against the threat of
security breaches, hacker attacks or system malfunctions or to alleviate
problems caused by such breaches, attacks or failures.
"A decline in the popularity of our website will negatively impact our
business."
Our primary source of revenues is dependent upon, among other things, our
ability to attract and retain new users and attracting existing users to
increase their activity on our sites. If we are unable to maintain or extend web
traffic to, and use of, our websites, our revenues may be adversely affected.
"We depend upon a limited number of personnel and the loss of any of these
individuals could adversely affect our business."
If any of our current executive employees were to die, become disabled or leave
our company, we would be forced to identify and retain individuals to replace
them. They are critical employees at this time. In addition to the executives,
we rely heavily on a several people that have extensive knowledge of our
industry. There is no assurance that we can find suitable individuals to replace
them or to add to our employee team if that becomes necessary. We are entirely
dependent on these individuals as our critical personnel at this time. We have
no life insurance on any of our employees, and we may not be able to hire a
suitable replacement for them on favorable terms, should that become necessary.
17
"We may not be able to successfully implement our business strategy."
Our operating results will be adversely affected if we fail to implement our
strategy or if we invest resources in a strategy that ultimately proves
unsuccessful.
"Our future success depends, in large part, on our ability to implement our
business strategy of acquiring operators for implementation of our Rebranding
Blueprint."
Our ability to implement this growth strategy depends on, among other things,
our ability to:
- enter into acquisition agreements with operators we deem accretive to our
business interests;
- increase the recognition of our Rebranding Blueprint;
- expand and maintain delivery of our Rebranding Blueprint in Italy.
"Implementation of our Rebranding Blueprint may not meet our expectations, and
any such failure would adversely affect our ability to implement our business
plan."
We anticipate that a material portion of our revenues will be derived from the
implementation of our Rebranding Blueprint into acquired operators venues and
possibly through licensing our Rebranding Blueprint to other entities. We can
give no assurance that our Rebranding Blueprint will be widely accepted or that
we will be able to receive enough, or any, interest from operators to introduce
or sustain our Rebranding Blueprint with any given operator, or at all. Because
it is a new marketing approach, it is possible that wide acceptance of our
Rebranding Blueprint will never be attained. Such a lack of acceptance will
adversely affect our growth and profits.
"Our success depends on the scope of our intellectual property rights and not
infringing the intellectual property rights of others."
Our success depends in part on our ability to:
- obtain copyrights or trademarks or rights to copyrights or trademarks, where
necessary, and to maintain their validity and enforceability;
- operate without infringing upon the proprietary rights of others; and
- prevent others from infringing on our proprietary rights.
Protection of our intellectual property rights, branding and image (collectively
"image") from unauthorized use by third parties is limited by valid and
enforceable copyrights or trademark laws. Our inability to protect our image
could materially adversely affect our business prospects and profitability. In
addition, if litigation were to take place in connection with the enforcement of
our image (or to defend third party claims of infringement against us), there
can be no assurance that we would prevail. Legal proceedings could result in
substantial costs and diversion of management time and resources and could
materially adversely affect our operations and our financial condition. We
currently own all of our websites and the contents of such websites, however,
we have not filed for formal copyright or trademark protection.
18
"Competition for the acquisition of new operators and other factors may impede
our ability to acquire operators and may inhibit our growth."
We anticipate that the future growth of our business will be dependent upon our
successful acquisition of operators. The success of this strategy depends upon
our ability to identify suitable acquisition candidates, reach agreements to
acquire these operators, obtain necessary financing on acceptable terms and
successfully integrate the operations of these businesses. In pursuing
acquisition opportunities, we may compete with other companies that have similar
growth strategies. Some of these competitors are larger and have greater
financial and other resources than we have. This competition may prevent us from
acquiring operators that could generate substantial revenues for our business.
"If we are unable to effectively compete for operators, patrons, sponsorship
contracts with sports teams and strategic relationships, our business would be
adversely affected."
The gaming business is highly competitive. We may also be competing in the
future with public and private companies to acquire additional target
operators and for patrons to frequent our operators. Some of our competitors may
have greater resources than we do, including financial, marketing, staff and
capital resources, have or may develop new technologies or services that are
attractive to other operators or patrons, or have established relationships with
major organizations or third party service providers. We give no assurances that
we will be able to compete effectively in any of these areas.
"If we fail to acquire and develop operators on favorable terms, our future
growth and operating results could be adversely affected."
We plan to generate revenues and earnings by acquiring existing gaming operators
and augmenting their established gaming offerings with our Rebranding Blueprint,
our proprietary plan for attracting and retaining gaming patrons. The success of
our business plan will be affected by our ability to identify suitable operators
for acquisition and our ability to negotiate and close on operator acquisitions
in a timely manner and on favorable terms or at all. There can be no assurances
that we will be successful in identifying additional operators suitable for
acquisition or that we will be able to close on operator acquisitions in a
timely manner and/or on terms favorable to us.
"If we are unable to implement our growth strategy at our acquired operators or
unable to manage the growth of our business through the acquisition of
operators our business and results of operations could be adversely affected."
We may not be able to successfully integrate the operations of newly acquired
operators with our own, and we may not realize all or any of the expected
benefits of acquiring new operators as and when planned. Integrating the
operations of new operators with our own will be complex, costly and
time-consuming. We expect that the integration of the operations of new
operators will require significant attention from our senior management and will
impose substantial demands on our operations and personnel, potentially
diverting attention from other important pending duties. The difficulties and
risks associated with the integration of the operations of new operators into
our own include, but are not limited to:
19
- the possibility that we will fail to implement our business plans for the
growing company, including as a result of new legislation or regulation in
the gaming industry that affects the timing or costs associated with our
operations or our acquisition plans;
- possible inconsistencies between our standards, controls, procedures,
policies and compensation structures and those of operators that we acquire;
- the increased scope and complexity of our operations following the
acquisition of a number of operators;
- the potential loss of key employees and the costs associated with our
efforts to retain key employees;
- provisions in contracts that we and the acquired operators have with third
parties that may limit our flexibility to take certain actions;
- risks and limitations on our ability to consolidate the corporate and
administrative infrastructures of new operators;
- the possibility that we may have failed to discover liabilities of new
operators during our due diligence investigation as part of the acquisition
for which we, as a successor owner, may be responsible;
- obligations that we will have to partners of operators when we have
completed only a partial acquisition; and
- the possibility of unanticipated delays, costs or inefficiencies associated
with the integration of operations of new operators with ours.
As a result of these difficulties and risks, we may not be able to successfully
manage our growth within our budgetary expectations and anticipated timetable.
Accordingly, we may fail to realize some or all of the anticipated benefits of
acquiring new operators, including increasing the scale of our operations,
diversification, cash flows and operational efficiency.
"If we do not have sufficient capital resources to complete acquisitions and
develop our operators, our ability to implement our business plan could be
adversely affected."
We will need capital to implement our business plan, and may seek to finance
future operator acquisitions and development projects through debt or equity
financings. Disruptions to financial markets or other challenging economic
conditions may adversely impact our ability to complete any such financing or
the terms of any such financing may be unacceptable or unfavorable to us. To the
extent that we undertake financings with our equity securities, our current
shareholders will experience ownership dilution. To the extent we incur debt, we
may have significant interest expense and may be subject to covenants in the
related debt agreements that restrict the conduct of our business. We give no
assurances that we will be able to obtain financing necessary to implement our
business plan or if financing will be offered or available on terms acceptable
to us or at all.
"If we are restricted from using our license associated with our acquired
operators, there will be an adverse effect on our revenues and profits."
We expect a significant portion of our revenues to come from gaming revenues
earned by acquired operators. Although one or more of the target operators with
which we are negotiating acquisition terms may have an active gaming license, we
can provide no assurance that the existing license will be renewed, retained or
if we are able to acquire the client base of any particular operator we acquire
in the future. If we are restricted from acquiring target operators or their
client base, our revenue and profit potential will be adversely affected.
20
"We may not have exclusive control over the distribution of cash from our
acquired operators and may be unable to cause all or a portion of the cash of
these operators to be distributed to us."
We anticipate having a complete or a majority ownership in the operators we
acquire. We expect the agreements we execute with these operators to provide for
the distribution of available cash to us. However, it is possible that these
agreements may impose limits on the ability of our acquired operators to make
distributions of cash to us. If we are unable to cause sufficient cash to be
distributed from one or more of these operators our ability to pay our
obligations as they become due may be harmed.
"If we acquire an operator that has made submission and reporting errors prior
to our ownership, we would most likely be liable for those errors that led to
under or overpayments in gaming accounts and may be subject to penalties as well
as being required to provide refunds."
Historical submissions and reporting errors in gaming accounts made by an
operator prior to our acquisition, even in the case of purely an asset
acquisition may require us to provide refunds to patrons and possibly pay
penalties. In the case of overpayments, it is very unlikely that we would be
able to collect funds that were owed to the operator prior to our acquisition.
There can be no assurance that a compliance audit will disclose any future
liabilities for overpayments that any of our operators may have incurred.
"If any principals of operators with whom we are negotiating to acquire their
business are retiring and not able or willing to remain with the operator to
assist with the transition of patrons to our operations, our projected revenues
and profits will be adversely affected."
Competition for operators will be a problem for us if retiring owners cannot or
will not stay to assist us with the orientation and transitioning to our
operations and management. We would like to retain incumbent owners for up to
two years but if we are unable to do so, extra demands will be placed on us for
orientation and training. This will have an adverse effect on our revenues and
will increase our expenses for recruitment and we may need to fill vacancies
with existing personnel from other locations.
RISKS SPECIFIC TO OUR INDUSTRY
"Economic conditions, particularly in Italy and Europe, that have an adverse
effect on the gaming industry will adversely affect our results of operations."
Our proposed business operations are concentrated in a single industry and
geographic area (Italy and Europe) that is affected by international, national
and local economic conditions. A downturn in the economy or in a region such as
Italy and Europe constituting a significant source of our customers, or a
reduction in demand for gaming, may harm our financial condition or that of our
customers. We cannot predict the effect or duration of an economic slowdown or
the timing or strength of any subsequent economic recovery, worldwide, in Italy
and Europe or in the gaming industry, or the impact such slowdown may have on
the demand for online gaming. If players have less disposable income to spend on
wagers or if our customers are unable to devote resources to using our products,
there could be an adverse effect on our business.
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"Intense competition in the online gambling industry may adversely affect our
revenue and profitability."
We operate in a highly competitive environment and we compete for members,
visitors and advertisers with numerous well established online gambling sites,
as well as many smaller and/or newer sites. If we are unable to differentiate
our products and generate sufficient appeal in the marketplace, our ability to
achieve our business plan may be adversely affected. The effect of such
competition may put pressure on profit margins and to involve us in vigorous
competition to obtain and retain consumers and advertisers. Compared to us, many
of our competitors have significantly longer operating histories and greater
brand recognition as well as, greater financial, management, and other
resources.
"Changes in government laws could materially adversely affect our business,
financial condition and results of operations."
Our business is regulated by diverse and evolving laws and governmental
authorities in Italy, Malta and other countries in which we intend to operate in
the future. Such laws relate to, among other things, online gambling, gambling
in general, internet, licensing, copyrights, commercial advertising,
subscription rates, foreign investment, use of confidential customer information
and content. Promulgation of new laws, changes in current laws, changes in
interpretations by courts and other government officials of existing laws, our
inability or failure to comply with current or future laws or strict enforcement
by current or future government officers of current or future laws could
adversely affect us by reducing our revenue, increasing our operating expenses
and/or exposing us to significant liabilities.
"Regulators at the federal and provincial level are monitoring and restricting
the renewal of existing and issuance of new licenses which could have an adverse
effect on our growth."
Federal regulators in Italy are enforcing new restrictions to reduce the number
of independent operators. A moratorium on new licenses for gaming operators in
Italy has been implemented. Such restrictions on the licensing of new operators
could have a material effect on our business because a significant component of
our planned growth is expected to come from expanding our operators into new
locations within a geographical area.
"Our records and submissions to regulatory agencies may contain inaccurate or
unsupportable submissions which could cause us to overstate or understate our
revenue and subject us to various penalties."
A major component of the regulatory environment is the interpretation of
winnings and tax calculation procedures established by the AAMS. Inaccurate or
unsupportable submissions, inaccurate records for gaming coin-in or turnover,
client data and erroneous winning claims could result in inaccurate revenues
being reported. Such errors are subject to correction or retroactive adjustment
in later periods and may be reflected in financial statements for periods
subsequent to the period in which the revenue was recorded. We may also find
that we are required to refund a portion of the revenue that we received which,
depending on its magnitude, could damage our relationship with regulatory
agencies and have a material adverse effect on our results of operations or cash
flows.
22
The AAMS in Italy conducts weekly account audits and sweeps for taxes in
addition to random onsite inspections for connectivity to the AAMS network as
well as nefarious programming or routers which can alter the reporting
requirements of the AAMS. It is possible that our acquired operators will
receive letters from AAMS auditors requesting repayment of alleged violations
and errors and as such will incur expenses associated with responding to and
appealing to these requests, as well as the costs of repaying any shortfalls and
possible fines and penalties. Demands for repayments can occur even if an
operator is acquired by means of an asset transfer. If we have inadequate
resources to enable us to dispute and overturn such demands for overpayments, it
is possible that such payments will have to be returned which could have a
material adverse effect on our financial condition and results of operations.
"If we fail to comply with applicable laws and regulations, we could suffer
penalties or be required to make significant changes to our operations."
We will be subject to many laws and regulations at the federal, provincial and
local government levels in the jurisdictions in which we operate. These laws and
regulations require that our operators and our operations meet various
licensing, certification and other requirements, including those relating to:
- ownership of our operators;
- our and our operators' relationships with sponsors and other referral
sources;
- approvals and other regulations affecting the acquisition of operators,
capital expenditures or the addition of services;
- qualifications of management and support personnel;
- maintenance and protection of records;
- billing for services by gaming product providers, including appropriate
treatment of overpayments and credit balances; and
- privacy and security of individually identifiable personal information.
If we fail to comply with applicable laws and regulations, we could suffer civil
or criminal penalties, including the loss of our license to operate. Different
interpretations or enforcement of existing or new laws and regulations could
subject our businesses to allegations of impropriety or illegality, or require
us to make changes in our operations, facilities, equipment, personnel,
services, capital expenditure programs or operating expenses. We can give no
assurances that current or future legislative initiatives, government regulation
or judicial or regulatory interpretations thereof will not have a material
adverse effect on us, subject us to fines or penalties, or reduce the demand for
our services.
"Providers in the gaming industry have been the subject of federal and state
investigations, and we may become subject to investigations in the future."
Both federal and provincial government agencies have heightened and coordinated
civil and criminal enforcement efforts as part of numerous ongoing
investigations of gaming companies, as well as their executives and managers.
These investigations relate to a wide variety of topics, including diversion
practices by disconnecting from the AAMS network.
In addition, as we employ executives and managers, some of which may have worked
at other gaming companies that are or may become the subject of AAMS
investigations and private litigation. If so, these executives and managers
23
could be included in governmental investigations or named as defendants in
private litigation. A governmental investigation of us, our executives or our
managers could result in significant expense to us, as well as adverse
publicity.
"If a federal or provincial agency asserts a different position or enacts new
laws or regulations regarding illegal remuneration or other forms of illegal
gambling, fraud and abuse, we could suffer penalties or be required to make
significant changes to our operations."
AAMS enforcement officials have numerous enforcement mechanisms to combat
illegal gambling, fraud and abuse. AAMS enforcement officials have the ability
to exclude any investors, officers and managing employees associated with
business entities that have committed gaming fraud from the industry including
commencing criminal proceedings against those accused of such gaming fraud. A
governmental investigation or enforcement proceedings taken against us, our
executives or our managers could result in significant expense to us, as well as
adverse publicity.
"If regulations or regulatory interpretations change, we may be obligated to buy
out interests of principals who retain equity in any operators in which we have
the majority interest."
We expect that we will acquire complete ownership of most of the operators that
we choose to purchase either through share or asset purchases although in some
cases, the selling principal or principals may retain a minority interest. If
certain regulations or regulatory interpretations change, we may be obligated to
purchase some or all of the non-controlling interests of the principal partners.
The regulatory changes that could trigger such obligations include changes that:
- make the referral of client lists and other patrons to our operators by a
principal affiliated with us illegal;
- create the substantial likelihood that cash distributions from limited
liability companies to the affiliated principal will be illegal; or
- cause the ownership by the principal of interests in limited liability
companies to be illegal.
The cost of repurchasing these non-controlling interests would be substantial if
a triggering event were to result in simultaneous purchase obligations of a
substantial number or of all of our operators. We anticipate that the purchase
price to be paid in such event would be determined by a predefined formula set
out in a shareholders' or share purchase agreement, which may also provide for
the payment terms, generally over a period of time. There can be no assurance,
however, that our existing capital resources would be sufficient for us to meet
the obligations, if they arose, to purchase these non-controlling interests held
by the principal. The determination of whether a triggering event has occurred
generally would be made by the concurrence of our legal counsel and counsel for
the principal partners or, in the absence of such concurrence, by a nationally
recognized law firm having an expertise in gaming law jointly selected by both
parties. Such determinations therefore would not be within our control. The
triggering of these obligations could have a material adverse effect on our
financial condition and results of operations. We can give no assurances that
legislative or regulatory changes would not have an adverse impact on us.
24
RISKS RELATED TO OUR SECURITIES
"Our stock price may be volatile or may decline regardless of our operating
performance, and you may lose part or all of your investment."
While there is a very limited market for our common stock, if an active a market
develops, the market price of our common stock may fluctuate widely in response
to various factors, some of which are beyond our control, including but not
limited to:
- market conditions or trends in the gaming industry or in the economy as a
whole;
- actions by competitors;
- actual or anticipated growth rates relative to our competitors;
- the public's response to press releases or other public announcements by us
or third parties, including our filings with the SEC;
- economic, legal and regulatory factors unrelated to our performance;
- any future guidance we may provide to the public, any changes in such
guidance or any difference between our guidance and actual results;
- changes in financial estimates or recommendations by any securities analysts
who follow our common stock;
- speculation by the press or investment community regarding our business;
- litigation;
- changes in key personnel; and
- future sales of our common stock by our officers, directors and significant
shareholders.
In addition, the stock markets, including the over-the-counter markets in which
our common stock is quoted, have experienced extreme price and volume
fluctuations that have affected and continue to affect the market prices of
equity securities of many companies. These broad market fluctuations may
materially affect our stock price, regardless of our operating results.
Furthermore, the market for our common stock historically has been limited and
we cannot assure you that a larger market will ever develop or be maintained.
The price at which investors purchase shares of our common stock may not be
indicative of the price that will prevail in the trading market. Market
fluctuations and volatility, as well as general economic, market and political
conditions, could reduce our market price. As a result, these factors may make
it more difficult or impossible for you to sell our common stock for a positive
return on your investment. In the past, shareholders have instituted securities
class action litigation following periods of market volatility. If we were
involved in securities litigation, we could incur substantial costs and our
resources and the attention of management could be diverted from our business.
"Shares of our common stock lack a significant trading market, which makes it
more difficult for an investor to sell our common stock."
Shares of our common stock are not eligible for trading on any national
securities exchange and are currently only quoted in the over-the-counter OTC
Markets - OTCQB market. There is no assurance that an active trading market in
our common stock will develop, or if such a market develops, that it will be
sustained. In addition, there is a greater chance for market volatility for
securities quoted in the over-the-counter markets as opposed to securities
traded on a national exchange. This volatility may be caused by a variety of
factors, including the lack of readily available quotations, the absence of
consistent administrative supervision of "bid" and "ask" quotations and
generally lower trading volume. As a result, an investor may find it more
25
difficult to dispose of, or to obtain accurate quotations as to the market value
of our common stock, or to obtain coverage for significant news events
concerning us, and our common stock could become substantially less attractive
for investment by financial institutions, as consideration in future capital
raising transactions or for other purposes.
"Future sales of shares of our common stock, or the perception in the public
markets that these sales may occur, may depress our stock price."
The market price of our common stock could decline significantly as a result of
sales of a large number of shares of our common stock in the market after our
stock commences trading. In addition, if our significant shareholders sell a
large number of shares, or if we issue a large number of shares, the market
price of our stock could decline. Any issuance of additional common stock, or
warrants or options to purchase our common stock, by us in the future would
result in dilution to our existing shareholders. Such issuances could be made
at a price that reflects a discount or a premium to the then-current trading
price of our common stock. Moreover, the perception in the public market that
shareholders might sell shares of our stock or that we could make a significant
issuance of additional common stock in the future could depress the market for
our shares. These sales, or the perception that these sales might occur, could
depress the market price of our common stock or make it more difficult for us to
sell equity securities in the future at any time if at all.
"We could issue additional common stock, which might dilute the book value of
our common stock."
Our Board of Directors has authority, without action or vote of our
shareholders, to issue all or a part of our authorized but unissued shares. We
may issue a substantial number of additional shares of our common stock or debt
securities to complete a business combination or to raise capital. Such stock
issuances could be made at a price that reflects a discount or a premium from
the then-current trading price of our common stock. In addition, in order to
raise capital, we may need to issue securities that are convertible into or
exchangeable for a significant amount of our common stock. These issuances would
dilute your percentage ownership interest, which would have the effect of
reducing your influence on matters on which our shareholders vote, and might
dilute the book value of our common stock. You may incur additional dilution if
holders of stock options and warrants, whether currently outstanding or
subsequently granted, exercise their options or warrants to purchase shares of
our common stock.
"Our common stock is currently classified as a "penny stock" under SEC rules,
which may make it difficult for our shareholders to resell their shares of our
common stock."
The Rules of the Securities and Exchange Commission classify as a "penny stock"
any security that does not trade on a national securities exchange (e.g. NYSE,
NYSE Amex, NASDAQ, etc., but not including the OTC Bulletin Board or the OTCQB)
if the market price of the security is less than $5.00 per share. SEC Rule 15g-9
under the Securities Exchange Act of 1934 imposes additional sales practice
requirements on broker-dealers that recommend the purchase or sale of penny
stocks to persons other than those who qualify as an "established customer" or
an "accredited investor." This includes the requirement that a broker-dealer
must make a determination on the appropriateness of investments in penny stocks
for the customer and must make special disclosures to the customer concerning
26
the risks of penny stocks. For this reason and because penny stocks are
generally considered to be more risky than non-penny stocks, many brokers will
not recommend the purchase of penny stock by their customers.
Our common stock is not listed on a national securities exchange, and is
currently priced below $5.00, the result of which our common stock is currently
classified as a penny stock. The holders of our common stock may experience
greater difficulties in attempting to sell the stock, due to the limited market
for penny stock. In addition, because the penny stock classification reduces the
liquidity of a security, the classification may have a negative effect on the
market price of our common stock, such that our shareholders may not be able to
obtain a satisfactory sale price
"Failure to achieve and maintain effective internal controls in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse
effect on our business and stock price."
Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act")
requires that we establish and maintain an adequate internal control structure
and procedures for financial reporting and include a report of management on our
internal control over financial reporting in our annual report on form 10-K.
Such report must contain an assessment by management of the effectiveness of our
internal control over financial reporting and must include disclosure of any
material weaknesses in internal control over financial reporting that we have
identified.
"Restrictions on the reliance of Rule 144 by Shell Companies or former Shell
Companies."
Historically, the SEC staff has taken the position that Rule 144 is not
available for the resale of securities initially issued by companies that are,
or previously were, blank check companies. The SEC has codified and expanded
this position by prohibiting the use of Rule 144 for resale of securities issued
by any shell companies (other than business combination related shell companies)
or any issuer that has been at any time a "shell company". The SEC has provided
an important exception to this prohibition, however, if the following conditions
are met:
- The issuer of the securities that was formerly a shell company has ceased to
be a shell company,
- The issuer of the securities is subject to the reporting requirements of
Section 14 or 15(d) of the Exchange Act,
- The issuer of the securities has filed all Exchange Act reports and material
required to be filed, as applicable, during the preceding 12 months (or such
shorter period that the issuer was required to file such reports and
materials), other than Current Reports on form 8-K; and
- At least one year has elapsed from the time that the issuer filed current
comprehensive disclosure with the SEC reflecting its status as an entity
that is not a shell company.
As a result, it is likely that pursuant to Rule 144, stockholders who hold
restricted securities by our company including the 2,000,000 shares issued to
in connection with the acquisition of Multigioco or through any means other than
a public offering will not be able to sell our shares without registration under
the securities act until one year after we have completed our acquisition of
Multigioco. Beginning one year after the completion of the acquisition and as
long as we remain an operating business and current in our reporting
27
requirements under the Exchange Act, our stockholders will be able to utilize
Rule 144.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. DESCRIPTION OF PROPERTY
Empire has two mailing address is 671 Westburne Dr., Concord, Ontario, L4K 4Z1,
Canada, and 130 Adelaide St. West, Suite 701, Toronto, Ontario, M5H 2K4. Other
than these mailing addresses, Empire does not currently maintain a principal
executive office or any other office facilities, and does not anticipate the
need for maintaining office facilities at any time in the foreseeable future.
Empire pays no rent or other fees for the use of the mailing addresses.
It is likely that Empire will not establish an office until it has substantial
needs or resources requiring an office. It is not possible to predict what
arrangements will actually be made with respect to future office facilities.
Multigioco does not own any properties however we do rent a corporate head
office space on a year by year basis located at Via J.F. Kennedy, 6
Grottaferrata, Roma. The office is used primarily for administrative functions,
there are no gaming operations provided at this office.
Item 3. LEGAL PROCEEDINGS
The Company may be subject to claims arising in the ordinary course of business.
We are not a party to, or the subject of, any pending legal proceeding. We are
not aware of any legal proceeding or any action being contemplated by a
governmental authority.
Item. 4. MINE SAFETY DISCLOSURES
Not applicable.
28
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The following tables set forth the high and low sale prices for our common stock
as reported on the OTC Markets LLC for the periods covered by this report as
indicated.
BID PRICES
LOW HIGH
2013 PERIOD
January 1 - March 31 $ 0.002 $ 0.005
April 1 - June 30 0.005 0.01
July 1 - September 30 0.01 0.01
October 1 - December 31 0.01 0.35
BID PRICES
LOW HIGH
2014 PERIOD
January 1 - March 31 $ 0.055 $ 0.20
April 1 - June 30 0.15 1.10
July 1 - September 30 0.45 1.44
October 1 - December 31 0.55 0.95
Our common stock is quoted on the Over the Counter Quotation System (OTCQB),
which is a network of security dealers who buy and sell stock. The OTCQB is an
unorganized, inter-dealer, over-the-counter market that provides significantly
less liquidity than other markets. Purchasers of our common stock may therefore
have difficulty selling their shares should they wish to do so.
A small number of Empire's stockholders own a substantial amount of Empire's
common stock, and if such stockholders were to sell those shares in the public
market within a short period of time, the price of Empire's common stock could
drop significantly. A large number of shares of outstanding common stock are
restricted and are not freely-trading. An established public trading market for
our common stock may never develop or, and if developed, it may not be
sustained.
Please see the section captioned "Risk Factors" for more information and risks
related to our securities.
Penny Stock Rules
Please see the section captioned "Risk Factors" for more information and risks
regarding Penny Stock rules.
Shareholders
As of December 31, 2014, there were an estimated 200 holders of record of our
common stock. Certain of the shares of common stock are held in street name or
are listed as undisclosed and may, therefore, be held by several beneficial
owners.
29
Dividends
We have never paid a cash dividend on our common stock since inception. The
payment of dividends may be made at the discretion of our Board of Directors,
and will depend upon, but not limited to, our operations, capital requirements,
and overall financial condition.
We do not anticipate paying cash dividends on our common stock 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
it at such time as the Board of Directors may consider relevant. We intend to
follow a policy of retaining all of our earnings to finance the development and
execution of our strategy and the expansion of our business. If we do not pay
dividends, our common stock may be less valuable because a return on your
investment will occur only if our stock price appreciates.
Description of Securities
Our certificate of incorporation authorizes the issuance of up to 80,000,000
shares of common stock, par value $0.0001 per share. As of December 31, 2014,
there were 55,755,200 authorized but unissued shares of our common stock
available for future issuance, based on 23,264,800 shares of our common stock
outstanding.
As of December 31, 2014, there were 23,264,800 shares of common stock, of 0.0001
par value, issued and outstanding of which 5,569,020 shares are restricted
within the meaning of Rule 144(a)(3) promulgated under the Securities Act of
1933, as amended. The Company may issue restricted shares in private
transactions not involving a public offering or issued as consideration for
payments of fees and services provided to the Company. Restricted securities may
only be sold pursuant to an effective registration statement or an exemption
from registration, if available.
Please see the section captioned "Risk Factors" for more information and risks
associated with our common stock.
In each of the foregoing described stock splits we filed a notice under rule
10b-17 with NASD of our intention to effect the stock split and reflected the
approval of our Board of Directors and written consent of a majority
shareholders. All fractional shares are rounded up to the nearest whole shares.
1 for 10 Reverse Split
On September 30, 2005, we completed a 1 for 10 reverse split of our common
stock.
1 for 10 Reverse Split
Effective June 30, 2005, we completed a 1 for 10 reverse split of our common
stock.
7 for 1 Forward Split
On July 23, 2004, the Board of Directors approved a 7 for 1 forward split of our
common stock. The common stock dividend payment date was July 26, 2004 to
stockholders of record as at July 23, 2004.
Each of the foregoing changes in authorized shares was approved by the Board of
Directors and the holders of a majority of the issued and outstanding shares of
common stock and a Certificate of Amendment filed with the State of Delaware.
30
On September 21, 2004, the Company amended its Certificate of Incorporation to
increase the number of authorized common shares from 80,000,000 to 400,000,000.
On December 28, 2006, the Company amended its Certificate of Incorporation to
decrease the number of authorized common shares from 400,000,000 to 80,000,000.
Preferred Stock
The Company has authorized 20,000,000 preferred shares of which none have been
issued.
Securities Authorized for Issuance Under Equity Compensation Plans
The purpose of the 2005 Incentive Stock Option Plan (the "Stock Plan") is to
secure long-term relationships for the Company and its stockholders, from the
benefits arising from capital stock ownership by the Company's Officers,
Directors, Employees, Consultants and Advisors, who can help in the Company's
growth and success and to provide an effective means of compensation for such
persons and entities providing services to the Company in lieu of cash payments
therefore. The Stock Plan became effective as of the 1st day of July, 2005, and
shall expire on the 30th day of June, 2015, unless further extended by
appropriate action of the Board of Directors. The Board of Directors of the
Company may at any time, by appropriate action, suspend or terminate the Stock
Plan, or amend the terms and conditions of the Stock Plan.
Pursuant to the stock plan, 1,000,000 shares of common stock, par value $0.0001
per share, of Empire common stock may be issued upon the exercise of stock
options or stock grants. Consultants, advisors, employees and directors, to the
Company, or any of its subsidiary corporations, shall be eligible for
participation in the Stock Plan. Each person or entity acquiring shares of
Common Stock pursuant to the Stock Plan shall be acquiring such shares for
investment purposes only, and in lieu of cash compensation for services rendered
to the Company. A Compensation Committee appointed by the Board of Directors
shall determine the manner in which each option or stock grant shall be
exercisable and the timing and form of the purchase price to be paid by a
grantee upon the exercise of an option or stock grant under the Stock Plan. To
the extent provided in the option agreement, payment of the purchase price may
be in cash, part in cash, part by personal promissory note or in lieu of payment
for services performed. There are no restrictions on the resale of securities
purchased under the Stock Plan. The Stock Plan is not qualified under Section
401(a) of the Internal Revenue Code.
On July 26, 2005, options to purchase up to a total of 1,000,000 shares of
common stock were granted at an exercise price of $0.50 per share to two
consultants pursuant to Consulting Services Agreements entered into with the
Company to perform research and analysis work with respect to business planning
in the potential acquisition of technology based companies. The shares were
issued in lieu of payment for services performed or to be performed. The Company
relied on the exemption from the registration requirements of the Securities Act
provided by Rule 701 under the Securities Act. More details of the Stock Plan
and the shares issued pursuant to these consultant agreements can be found on
form S-8 filed on July 27, 2005.
Recent Sales of Unregistered Securities
There are no recent sales of unregistered securities by the Company during the
period covered by this report, which have not been previously disclosed in form
10-Q filings or form 8-K filings.
31
Purchases of Equity Securities by the Registrant
No stock repurchases were made by Empire or affiliated purchasers in a month
within the fourth quarter of the fiscal year covered by this report.
Item 6. SELECTED FINANCIAL DATA
Not Applicable.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Overview
Except as expressly stated, the financial condition and results of operations
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations ("MD&A") are those of Empire Global Corp. and its
consolidated subsidiaries.
The MD&A is intended to provide the reader of our consolidated financial
statements with a narrative explanation from the perspective of management of
our financial condition, results of operations, liquidity and certain other
factors that may affect future results. The MD&A is provided as a supplement to,
and should be read in conjunction with the financial statements of the Company
and the accompanying notes appearing under the caption "Consolidated Financial
Statements and Supplementary Data."
General Plan of Operation
The Company was incorporated in the state of Delaware on August 26, 1998 as
Pender International Inc. On September 30, 2005 changed its name to Empire
Global Corp. and maintains its principal executive offices headquartered in
Toronto, Canada.
On August 15, 2014 we completed the acquisition of 100% ownership in Multigioco
Srl. a corporation organized under the laws of the Republic of Italy and is now
a wholly owned subsidiary of Empire. As a result of the acquisition of
Multigioco our principal business is now a licensed gaming operator offering
land based and internet based gambling and sports betting. Our revenues are
derived from Multigioco's gaming operations with online website gaming, sports
betting terminals and approximately 850 web based betting shops (Punti di
Commercializzazione) throughout Italy.
While the multigioco.it website offers wagering in many categories outside of
sports, Multigioco intends to capture a larger share of the Italian market by
focusing on the Serie A, B and C soccer (calcio), online poker, online casino,
slots and skill games as well as Italian horse racing.
Multigioco's mission is to offer a user-friendly, market-leading website over a
wide footprint of approximately 850 web based betting shops for online wagering,
including sports betting and casino gaming (traditional casino, live casino,
poker, bingo, and interactive skilled games) combined with a plan to acquire
strategically located distribution of land based betting shops for its gaming
products to promote the 'New Gioco' brand image throughout Italy.
32
Results of Operations
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Overall
As a result of the acquisition of Multigioco, our business operations have
changed. Accordingly, comparisons with prior periods are generally not
meaningful.
The Company is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the decision
and implementation of a new business plan. Our primary financial focus is on
growing EBITDA through our new business venture, which we expect to continue to
improve in 2015. EBITDA is primarily driven by increasing revenues by capturing
a larger market share by acquiring new clients and gaming locations. We generate
revenues by providing online gaming products and services in regulated
countries.
We anticipate continuing to rely on equity sales of common stock to fund our
operations and to seek out additional acquisitions or enter into new business
opportunities. The issuance of any additional shares will result in dilution to
our existing shareholders.
Revenues
Compared to no revenue for year ended December 31, 2013 our gross revenue of
$1,741,531 for year ended December 31, 2014 is comprised of revenue from gaming
operations as a result of the acquisition of Multigioco's gaming business.
The following table represents a detailed breakdown of revenue from our gaming
operations for the year ended December 31, 2014:
December 31,
2014
-----------
Total Turnover 30,454,640
Less: Winnings/payouts 28,330,799
----------
Gross Gaming Revenues $ 2,123,841
Less: AAMS Gaming Taxes 382,310
----------
Net Gaming Revenues $ 1,741,531
============
General and Administrative Expenses
As a result of the acquisition of Multigioco our general and administrative
expenses increased during the year ended December 31, 2014 to $892,781, compared
to $8,411 for the year ended December 31, 2013.
The Company's major costs included in General and administrative expenses were:
professional fees of $391,102, travel expenses of $76,258, management fees of
$90,000, business development fees of $60,000, amortization of intangible assets
acquired of $79,490 and other miscellaneous expenses.
33
Direct Selling Expenses
As a result of our acquisition of the Multigioco gaming business we now incur
direct selling costs which represent the fees we pay to our network service
provider, AAMS license fees, and commissions for field agents and promoters
which is essentially considered an ongoing marketing cost. For the year ended
December 31, 2014 our direct selling costs were $1,448,653. No direct selling
costs were incurred for the year ended December 31, 2013.
Interest Expenses
Compared to no interest expense for the year ended December 31, 2013, the
Company recorded an interest expense of $29,086 for the year ended December 31,
2014. The Company recorded an imputed interest expense of $11,972 and $8,244 for
the periods ending December 31, 2014 and December 31, 2013 respectively.
Advances from stockholders are non-interest bearing and are due on demand.
Interest was imputed at 5% per annum.
The increase in interest expense incurred was related to interest paid on
debentures issued in July 2014 and the promissory note issued in October 2014
which were both paid off as well as the interest accrued on the debentures
issued and promissory note issued in December 2014.
Change in Fair Value of Derivative Liability
Changes in fair value of derivative liability generated income of $1,233 for the
year ended December 31, 2014. This was due to a lower value of the derivative
liability at December 31, 2014. Compared to no change in derivative liability
for the year ended December 31, 2013 because we did not issue debentures or
warrants.
Impairment on investment in non-consolidated entities
Impairment on investment in non-consolidated entities for the year ended
December 31, 2014 was $875,459 which the Company invested in a private
placement to acquire 666,664 shares of 2336414 Ontario Inc. an Ontario
corporation and the parent company of Paymobile Inc. an Ontario corporation.
Since Paymobile has not produced any meaningful income, the Company has
determined that it may not be able to realize its investment in 2336414 and
has therefore decided to set up a 100% impairment on the investment made as of
December 31, 2014.
Allowance for deposit on acquisitions
For the year ended December 31, 2014 the Company recorded an allowance for
deposit on acquisitions of $655,976 for the deposits made towards the
purchase price for the acquisition of Streamlogue Holdings Ltd. a Maltese
corporation which owns two licensed gaming subsidiaries, Streamlogue Services
Ltd. a business-to-business entity and Streamlogue Operations Ltd. a
business-to-consumer entity.
Since Streamlogue has not produced any meaningful income, the Company determined
that it may not be able to realize its deposit in Streamlogue if the acquisition
is not consummated. Therefore, the Company decided to set up a 100% allowance on
the advances made as of December 31, 2014.
34
Net Loss
For the year ended December 31, 2014 the Company had a net loss of $2,171,234,
or $0.11 per share (basic and diluted), as compared to a net loss of $16,655, or
$0.001 per share (basic and diluted) for the year ended December 31, 2013. This
increase during 2014 is primarily due to general and administrative expenses
incurred for business development and the acquisition of Multigioco as well as
allowances of $655,976 and $875,459 for the investment in Streamlogue Holdings
Ltd. and 2336414 Ontario Inc., respectively.
Other Comprehensive Income
Our other comprehensive income consists of foreign currency translation
adjustments related to the effect of foreign exchange on our operations.
The Company's reporting currency is the U.S. dollar while the functional
currency of our subsidiary Multigioco is the Euro, the local currency in Italy.
The financial statements of Multigioco are translated into United States dollars
in accordance with ASC 830, using year-end rates of exchange for assets and
liabilities, and average rates of exchange for the period for revenues, costs,
and expenses and historical rates for equity. Translation adjustments
resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining other comprehensive
income.
There was no foreign currency translation adjustment for the years ended
December 31, 2013 and the Company recorded income of $39,880 for foreign
currency translation adjustment for the year ended December 31, 2014.
Liquidity and Capital Resources for the years ended December 31, 2014 and
December 31, 2013
Assets
At December 31, 2013 we had no assets compared to $422,276 of cash and cash
equivalents and a total of $1,912,305 of current assets at December 31, 2014.
Liabilities
At December 31, 2013 we had $174,236 in current liabilities and no long term
debt compared to current liabilities of $1,784,276 and long term liabilities of
$52,912 at December 31, 2014. The increase was a result of liabilities
associated with the acquisition of Multigioco operations during 2014.
Our cash flow requirement for the twelve-month period from January 2015 to
December 2015 is estimated to be $1,000,000 based upon expenses incurred in
2014.
Empire Additional Working Capital
The Company had $422,276 in cash and cash equivalents at December 31, 2014
compared to $0 cash on December 31, 2013. As of December 31, 2014, we have not
generated revenues to cover our expenses, and we have total accumulated deficit
of $7,272,182. We had $1,784,276 in current liabilities and $1,912,305 in
current assets, as such we are left with a working capital surplus of $128,029.
The Company cannot assure that we will be able to achieve a profitable level of
operations sufficient to meet our ongoing cash needs.
35
The Company currently maintains an operating line of credit for a maximum amount
of EUR 300,000 (approximately $414,000 USD) from Banca Veneto in Italy. The line
of credit is guaranteed by certain shareholders of the Company and bears a fixed
rate of interest at 5% per annum on the outstanding balance and is fully open
with no minimum payment, maturity or due date. In addition, in March 2011 the
Company obtained a bank loan held with Banca Veneto in the amount of $634,260
which term ends in May, 2015. The loan balance outstanding as of December 31,
2014 is $56,286.
Although we intend to maintain our lending relationships with Banca Veneto, we
believe that our focus should be on obtaining additional capital through the
private placement of our securities. We are pursuing potential equity and/or
debt investors and have from time to time engaged placement agents to assist us
in this initiative. While we are pursuing the opportunities and actions
described above, there can be no assurance that we will be successful in our
efforts. Any additional equity financing may result in substantial dilution to
our stockholders.
During the past several years, we generally sustained recurring losses and
negative cash flows from operations. We currently do not generate sufficient
revenue from operations. Our operations most recently have been funded through a
combination of the sale of a debentures on July 9, 2014 and December 17, 2014
and promissory notes on October 3, 2014 and December 9, 2014 as well as through
the issuance of our common stock in exchange for $2,669,000 in cash on October
16, 2014.
Below is a discussion of our sources and uses of funds for the year ended
December 31, 2014 and 2013.
Cash Flows from Operating Activities
On August 15, 2014 our business changed as a result of the acquisition of
Multigioco. Therefore the significant change in our cash flows is a result of
our new business. Comparisons with cash flows from prior periods are generally
not meaningful.
Cash flows from operating activities resulted in net cash used in operating
activities of $610,434 for year ended December 31, 2014. Compared to $6,396
of cash used in operating activities for the same period ended December 31,
2013.
Cash Flows from Investing Activities
The net cash used in investing activities for the period ended December 31,
2014 was $2,213,439 compared to no net cash used in investing activities
for the period ended December 31, 2013.
Cash Flows from Financing Activities
Net cash provided by financing activities for the year ended December 31, 2014
was $3,253,229 compared to $6,396 in cash provided by financing activities for
the year ended December 31, 2013.
Contractual Obligations
Current accounting standards require disclosure of material obligations and
commitments to make future payments under contracts, such as debt, lease
agreements, and purchase obligations. Please refer to Notes 6, 7, 8, 9 and 14 of
the Notes to the Consolidated Financial Statements for information related to
36
debt obligations and Note 16 - Commitments and Contingencies of the Notes to the
Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.
Off-Balance-Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that we expect to be material to investors. We
do not have any non-consolidated, special-purpose entities.
Related-Party Transactions
Included in current liabilities at December 31, 2014 and 2013 is $65,717 and
$165,971 in advances from stockholders, respectively. Advances from stockholders
are non-interest bearing and are due on demand. Interest was imputed at 5% per
annum. The Company recorded an imputed interest expense of $11,972 and $8,244
for the periods ending December 31, 2014 and December 31, 2013 respectively.
During the years ended December 31, 2014 and 2013 our major stockholder Gold
Street Capital Corp. (Gold Street) advanced $423,090 and $6,396 to the Company
respectively while Doriana Gianfelici advanced $598 during the year ended
December 31, 2014. The amount due to Doriana Gianfelici at December 31, 2014 was
$48,631 which included $48,033 assumed by the Company as a result of the
acquisition of Multigioco.
There were no repayments to stockholders for the year ended December 31, 2013.
During the year ended December 31, 2014, the Company repaid $214,825 in cash and
issued 325,836 shares and 31,314 shares to Gold Street Capital Corp. and Braydon
Capital Corp. respectively for repayment of advances. Those shares were valued
at fair market value of $1.00/share.
The Company also issued 42,850 shares of common stock to David Ciavarella a
relative of our CEO for accounting services rendered during the year ended
December 31, 2014, which was valued at fair market value of $42,850.
Please see Note 9 to the consolidated financial statements in Part II, Item 8 of
this Annual Report on Form 10-K for additional information regarding related
party transactions.
In addition to the Advances from and payments to stockholders, during the year
ended December 31, 2014, Multigioco provided management, office space and
utilities, business administration and services as well as customer care call
center (the "administrative services") to New Gioco Srl the former shareholder
of Multigioco. Multigioco billed New Gioco Srl, a related party, $256,251 for
administrative services which is recorded as due from affiliates.
Please see Note 10 of the Notes to the Consolidated Financial Statements in
Part II, Item 8 of this Annual Report on Form 10-K for additional information
regarding due from affiliates.
Inflation
We do not believe that general price inflation will have a material effect on
the Company's business in the near future.
Foreign Exchange
Transactions involving the Company are generally denominated in U.S. dollars
37
while the functional currency of our subsidiary is the Euro. Changes and
fluctuations in the Foreign exchange rate between the Euro and the U.S. dollar
will have an effect on our results of operations.
Critical Accounting Policies and Estimates
Preparation of our consolidated financial statements in accordance with U.S.
generally accepted accounting principles ("GAAP") requires us to make estimates
and assumptions that affect the reported amounts of certain assets, liabilities,
revenues and expenses, as well as related disclosure of contingent assets and
liabilities. Significant accounting policies are fundamental to understanding
our financial condition and results as they require the use of estimates and
assumptions which affect the financial statements and accompanying notes. See
Note 3 - Summary of Significant Accounting Policies of the Notes to the
Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K
for further information.
Critical accounting policies, which we discuss further below, are those which
are both most important to the portrayal of our financial condition and results,
and require management to make difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters which are
inherently uncertain. Estimates are based on historical experience, where
applicable, and other assumptions that management believes are reasonable under
the circumstances. These estimates are inherently subject to judgment and actual
results could differ from those estimates.
Income Taxes
We use the asset and liability method of accounting for income taxes in
accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the
current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported if based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax
assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements 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. ASC
Topic 740.10.40 provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. We have no
material uncertain tax positions for any of the reporting periods presented.
As of December 31, 2014 and December 31, 2013, the earnings of the Company have
yielded cumulative losses. The Company has elected to include interest and
penalties related to uncertain tax positions, if determined, as a component of
income tax expense. To date, no penalties or interest has been accrued.
In Italy, tax years beginning 2009 forward are open and subject to examination.
The Company is not currently under examination and it has not been notified of a
pending examination.
38
Loss Contingencies
We may be subject to claims, suits, government investigations, and other
proceedings involving competition and antitrust, intellectual property, privacy,
indirect taxes, labor and employment, commercial disputes, content generated by
our users, goods and services offered by advertisers or publishers using our
website platforms, and other matters. Certain of these matters include
speculative claims for substantial or indeterminate amounts of damages. We
record a liability when we believe that it is both probable that a loss has been
incurred, and the amount can be reasonably estimated. If we determine that a
loss is possible and a range of the loss can be reasonably estimated, we
disclose the range of the possible loss in the Notes to the Consolidated
Financial Statements.
We evaluate, on a monthly basis, developments in our legal matters that could
affect the amount of liability that has been previously accrued, and the matters
and related ranges of possible losses disclosed, and make adjustments and
changes to our disclosures as appropriate. Significant judgment is required to
determine both likelihood of there being and the estimated amount of a loss
related to such matters. Until the final resolution of such matters, there may
be an exposure to loss in excess of the amount recorded, and such amounts could
be material. Should any of our estimates and assumptions change or prove to have
been incorrect, it could have a material impact on our business, consolidated
financial position, results of operations, or cash flows.
Business Combinations
We allocate the fair value of purchase consideration to the tangible and
intangible assets acquired and liabilities assumed based on their estimated fair
values. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as goodwill.
Such valuations require management to make significant estimates and
assumptions, especially with respect to intangible assets. Significant estimates
in valuing certain intangible assets include, but are not limited to, future
expected cash flows from acquired users, acquired technology, and trade names
from a market participant perspective, useful lives and discount rates.
Management's estimates of fair value are based upon assumptions believed to be
reasonable, but which are inherently uncertain and unpredictable and, as a
result, actual results may differ from estimates. During the measurement period,
which is one year from the acquisition date, we may record adjustments to the
assets acquired and liabilities assumed, with the corresponding offset to
goodwill. Upon the conclusion of the measurement period, any subsequent
adjustments are recorded to earnings.
Goodwill
Goodwill is recognized for the excess of the purchase price over the fair value
of tangible and identifiable intangible net assets of businesses acquired.
Goodwill is reviewed at least annually for impairment. In our evaluation of
goodwill impairment, we perform a qualitative assessment to determine if it is
more likely than not that the fair value of a reporting unit is less than its
carrying amount. If the qualitative assessment is not conclusive, we proceed to
a two-step process to test goodwill for impairment including comparing the fair
value of the reporting unit to its carrying value (including attributable
goodwill). Fair value for our reporting units is determined using an income or
market approach incorporating market participant considerations and management's
assumptions on revenue growth rates, operating margins, discount rates and
expected capital expenditures. Fair value determinations may include both
internal and third-party valuations. Unless circumstances otherwise dictate, we
perform our annual impairment testing in the fourth quarter.
39
Long-lived Assets
We evaluate the carrying value of our long-lived assets for impairment by
comparing the expected undiscounted future cash flows of the assets to the net
book value of the assets when events or circumstances indicate that the carrying
amount of a long-lived asset may not be recoverable. If the expected
undiscounted future cash flows are less than the net book value of the assets,
the excess of the net book value over the estimated fair value will be charged
to earnings.
Fair value is based upon discounted cash flows of the assets at a rate deemed
reasonable for the type of asset and prevailing market conditions, appraisals,
and, if appropriate, current estimated net sales proceeds from pending offers.
Investment in Non-consolidated Entities
Investments in non-consolidated entities are accounted for using the equity
method or cost basis depending upon the level of ownership and/or the Company's
ability to exercise significant influence over the operating and financial
policies of the investee. When the equity method is used, investments are
recorded at original cost and adjusted periodically to recognize the Company's
proportionate share of the investees' net income or losses after the date of
investment. When net losses from an investment are accounted for under the
equity method exceed its carrying amount, the investment balance is reduced to
zero and additional losses are not provided for. The Company resumes accounting
for the investment under the equity method if the entity subsequently reports
net income and the Company's share of that net income exceeds the share of net
losses not recognized during the period the equity method was suspended.
Investments are written down only when there is clear evidence that a decline in
value that is other than temporary has occurred.
The Company's investment in 2336414 Ontario Inc. and Banca Veneto were accounted
for using the cost method of accounting. The Company monitors its investment for
impairment at least annually and make appropriate reductions in the carrying
value if it determines that an impairment charge is required based on
qualitative and quantitative information.
Recently Issued Accounting Pronouncements
See Note 3(v) - Summary of Significant Accounting Policies of the Notes to the
Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K
for information regarding recently issued accounting standards.
Events Subsequent to the Balance Sheet Date
See Note 17 "Subsequent Events" of Notes to the Consolidated Financial
Statements.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this item
40
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
EMPIRE GLOBAL CORP.
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2014 and 2013
CONTENTS
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets F-2 - F-3
Consolidated Statements of Comprehensive Loss F-4
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) F-5
Consolidated Statements of Cash Flows F-6 - F-7
Notes to Consolidated Financial Statements F-8 - F-23
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Empire Global Corp
Toronto, Ontario, Canada
We have audited the accompanying consolidated balance sheets of Empire Global
Corp and subsidiaries (the "Company") as of December 31, 2014 and 2013 and the
related consolidated statements of comprehensive loss, stockholders' equity
(deficiency), and cash flows for the years then ended. The Company's management
is responsible for these consolidated financial statements. Our responsibility
is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. Our audits of the
consolidated financial statements include examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
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 Company as of
December 31, 2014 and 2013 and the results of their operations and cash flows
for each of the years then ended in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in Note 2 to the accompanying
consolidated financial statements, the Company had operating losses for the past
two years. There are no assurances that management will be successful in
achieving sufficient cash flows to fund the Company's working capital needs, or
whether the Company will be able to refinance or renegotiate its obligations
when they become due or raise additional capital through future debt or equity.
These circumstances, among others, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/Paritz & Company, P.A.
Hackensack, New Jersey
April 28, 2015
F-1
EMPIRE GLOBAL CORP.
Consolidated Balance Sheets
December 31,
2014 2013
------------ ------------
ASSETS
Current Assets
Cash and cash equivalents $ 422,276 $ -
Deposits on acquisitions 62,698 -
Gaming account receivable 371,644 -
Prepaid expenses 393,224 -
Due from affiliates 256,251 -
Investment in corporate bonds 389,536 -
Other current assets 16,676 -
------------ ------------
Total Current Assets 1,912,305 -
------------ ------------
Noncurrent Assets
Property, plant and equipment 17,995 -
Intangible assets 1,982,434 -
Goodwill 179,239 -
Investment in non-consolidated entities 40,594 -
----------- ------------
Total Noncurrent Assets 2,220,265 -
------------ ------------
Total Assets $ 4,132,570 $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Line of credit - Bank $ 194,139 $ -
Accounts payable and accrued liabilities 377,561 8,265
Gaming accounts balances 352,605 -
Taxes payable 121,531 -
Bank loan payable 56,286 -
Advances from stockholders 65,717 165,971
Debenture, net of discount 141,346 -
Derivative liability 15,397 -
Promissory note payable 436,796 -
Other current liabilities 22,898 -
------------ ------------
Total Current Liabilities 1,784,276 174,236
Long term liabilities 52,912 -
------------ ------------
Total Liabilities 1,837,188 174,236
------------ ------------
F-2
Stockholders' Equity (Deficiency)
Preferred Stock, $0.0001 par value, 20,000,000
shares authorized, none issued and outstanding - -
Common Stock, $0.0001 par value, 80,000,000 shares
authorized, 23,264,800 and 18,675,800 outstanding
at December 31, 2014 and 2013 respectively 2,327 1,868
Additional - paid in capital 9,525,357 4,924,844
Accumulated other comprehensive income 39,880 -
Accumulated deficit (7,272,182) (5,100,948)
------------ ------------
Total Stockholders' Equity (Deficiency) 2,295,382 (174,236)
------------ ------------
$ 4,132,570 $ -
============ ============
See notes to consolidated financial statements
F-3
EMPIRE GLOBAL CORP.
Consolidated Statements of Comprehensive Loss
Years ended December 31,
2014 2013
-------- --------
Revenue $ 1,741,531 $ -
Costs and expenses
Direct selling costs 1,448,653 -
General and administrative expenses 892,781 8,411
-------- --------
Total costs and expenses 2,341,434 8,411
-------- --------
Loss from operation (599,903) (8,411)
-------- --------
Other expenses / (income)
Interest income (5,020) -
Changes in fair value of derivative liabilities (1,233) -
Imputed interest on related party advances 11,972 8,244
Interest expense 29,086 -
Allowance for deposit on acquisition 655,976 -
Impairment on investment 875,459 -
-------- --------
Total Other Expenses 1,566,240 8,244
-------- --------
Net (loss) before income tax (2,166,143) (16,655)
Income tax 5,091 -
-------- --------
Net loss (2,171,234) (16,655)
Other Comprehensive Income
Foreign currency translation adjustment 39,880 -
-------- --------
Comprehensive loss ($ 2,131,354) ($ 16,655)
=========== ========
Basic and fully diluted loss per common share ($ 0.11) ($ 0.001)
======== ========
Weighted average number of common shares outstanding
Basic and diluted 20,093,893 18,675,800
========== ==========
See notes to consolidated financial statements
F-4
EMPIRE GLOBAL CORP.
Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
Accumulated
Common Additional Other Total
Stock Par Paid-In Comprehensive Accumulated Stockholders'
Shares Value Capital Income Deficit Equity (Deficiency)
--------------------------------------------------------------------------------------------
Balance at December 31, 2012 18,675,800 $ 1,868 $ 4,916,600 $ - ($ 5,084,293) ($ 165,825)
Imputed interest on
stockholder advances 8,244 - - 8,244
Net loss (16,655) (16,655)
--------------------------------------------------------------------------------------------
Balance at December 31, 2013 18,675,800 1,868 4,924,844 - ( 5,100,948) ( 174,236)
Shares issued for acquisition,
net of reacquired shares 1,020,000 102 1,019,898 - - 1,020,000
Shares issued for repayment of debt 357,150 36 357,114 - - 357,150
Shares issued for services 542,850 54 542,796 - - 542,850
Shares issued for cash 2,669,000 267 2,668,733 - - 2,669,000
Imputed Interest on
stockholder advances 11,972 - - 11,972
Foreign currency
translation adjustment - 39,880 - 39,880
Net loss - - (2,171,234) (2,171,234)
--------------------------------------------------------------------------------------------
Balance at December 31, 2014 23,264,800 $ 2,327 $ 9,525,357 $ 39,880 ($ 7,272,182) $ 2,295,382
============================================================================================
See notes to consolidated financial statements
F-5
EMPIRE GLOBAL CORP.
Consolidated Statements of Cash Flows
Years ended December 31,
2014 2013
-------- --------
Cash Flows from Operating Activities
Net loss ($ 2,171,234) ($ 16,655)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 101,145 -
Amortization of deferred costs 403 -
Non-cash interest 7,975 -
Imputed interest 11,972 8,244
Changes in fair value of derivative liabilities (1,233) -
Loss on disposal of intangible assets 16,318 -
Impairment of assets 1,531,435 -
Stock issued for services 230,350 -
Changes in operating assets and liabilities:
Prepaid expenses (12,738) -
Accounts payable and accrued expenses (79,358) 2,015
Gaming accounts receivable (41,734) -
Gaming account liabilities 4,276 -
Taxes payable 18,628 -
Other current assets (9,809) -
Due from affiliates (266,536) -
Other current liabilities 28,209 -
Long term liability 21,497 -
--------- ---------
Net cash used in operating activities (610,434) (6,396)
--------- ---------
Cash Flows from Investing Activities
Acquisition of property, plant and equipment (724) -
Cash acquired from acquisition 4,635 -
Investment in non-consolidated entities (875,459) -
Cash for acquisition (620,700) -
Deposit on acquisitions (721,191) -
--------- ---------
Net cash used in investing activities (2,213,439) -
--------- ---------
Cash Flows from Financing Activities
Repayment of bank credit line (129,028) -
Repayment of bank loan (71,902) -
Proceeds from debentures, net of repayment
and direct financing cost 139,500 -
Proceeds from promissory notes 436,796 -
Proceeds from issuance of common stock 2,669,000 -
Advances from stockholders, net of repayment 208,863 6,396
--------- ---------
Net cash provided by financing activities 3,253,229 6,396
--------- ---------
F-6
Effect of change in exchange rate (7,080) -
Net increase in cash 422,276 -
Cash and cash equivalents - beginning of year - -
--------- ---------
Cash and cash equivalents - end of year $ 422,276 $ -
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 18,055 $ -
========= =========
Income taxes $ - $ -
========= =========
Supplemental cash flow disclosure for non-cash activities:
Common shares issued for prepaid legal services: $ 500,000 $ -
Common shares issued for acquisition of a subsidiary: $ 2,000,000 $ -
Issuance of common shares for repayment of debt: $ 357,150 $ -
See notes to consolidated financial statements
F-7
EMPIRE GLOBAL CORP.
Notes to Consolidated Financial Statements
1 Nature of Business
Business
Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of
Delaware on August 26, 1998 as Pender International Inc. On September 30, 2005
changed its name to Empire Global Corp. and maintains its principal executive
offices headquartered in Toronto, Canada.
The Company, through its wholly owned subsidiary, Multigioco Srl ("Multigioco")
provides online gaming services mainly consisting of online wagering as well as
gaming in online web based betting shops situated throughout Italy.
Acquisition
On August 15, 2014 the Company acquired 100% of the outstanding common shares of
Multigioco, an Italian corporation, in exchange for 2,000,000 restricted shares
of Empire's common stock. For accounting purposes, the purchase was accounted
for using the acquisition method of accounting.
Multigioco was formed on November 4, 2010 by the founder of New Gioco Srl,
Beniamino Gianfelici and Doriana Gianfelici, the father-in-law and spouse
respectively of our President Alessandro Marcelli, with New Gioco Srl holding a
66% interest and Doriana Gianfelici holding a 34% interest respectively, in
Multigioco.
As a result of the acquisition, Multigioco became a wholly owned subsidiary of
Empire. The financial statements of Multigioco was included in the consolidated
financial statements starting from the date of acquisition, August 15, 2014.
(See Note 4)
2. Going concern
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates realization of
assets and the satisfaction of liabilities in the normal course of business.
The Company had operating losses for the past two years. There are no assurances
that management will be successful in achieving sufficient cash flows to fund
the Company's working capital needs, or whether the Company will be able to
refinance or renegotiate its obligations when they become due or raise
additional capital through future debt or equity. These factors among others,
raise substantial doubt about the Company's ability to continue as a going
concern. No adjustments have been made to the carrying value of assets or
liabilities as a result of this uncertainty.
Management plans to mitigate its losses in future years by significantly
reducing its operating expenses and seeking out new business opportunities.
However, there is no assurance that the Company will be able to obtain
additional financing, reduce its operating expenses or be successful in
maintaining a viable business.
F-8
3. Summary of Significant Accounting Policies
a) Basis of presentation
The accompanying consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States of America
("US GAAP"). The consolidated financial statements include the financial
statements of the Company and its wholly owned subsidiaries. All significant
inter-company transactions and balances among the Company and its subsidiaries
are eliminated upon consolidation.
c) Use of estimates
The preparation of the financial statements in conformity with Generally
Accepted Accounting Principles ("GAAP") requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those estimates. These
estimates and assumptions include valuing equity securities issued in share
based payment arrangements, determining the fair value of our common stock, the
collectability of receivables and advances and deferred taxes and related
valuation allowances. Certain of our estimates, including evaluating the
collectability of receivables and advances, could be affected by external
conditions, including those unique to our industry, and general economic
conditions. It is possible that these external factors could have an effect on
our estimates that could cause actual results to differ from our estimates. We
re-evaluate all of our accounting estimates at least quarterly based on these
conditions and record adjustments when necessary.
d) Cash and equivalents
The Company considers all highly liquid debt instruments with maturities of
three months or less at the time acquired to be cash equivalents. Cash
equivalents represent short-term investments consisting of investment-grade
corporate and government obligations, carried at cost, which approximates
market value. The Company has no cash equivalents as of December 31, 2014 and
2013.
The Company primarily places its cash with high-credit quality financial
institutions, one of which is located in the United States which is insured by
the Federal Deposit Insurance Corporation for up to $250,000 and another which
is located in Italy and is insured by the Italian government.
e) Gaming accounts receivable & allowance for doubtful accounts
The Company extends unsecured credit to its gaming client accounts in the
ordinary course of business when a client applies credit to their gaming account
by credit card or direct deposit either through one of our websites or at the
cashier of a betting shop. The client may then place wagers or play games
immediately on the credit applied.
Gaming accounts receivable represents gaming losses and deposits (credits) made
by customers to their gaming accounts not yet credited to our bank accounts and
subject to normal trade collection terms without discounts. The Company
periodically evaluates the collectability of its gaming accounts receivable and
considers the need to record or adjust an allowance for doubtful accounts based
upon historical collection experience and specific customer information. Actual
amounts could vary from the recorded estimates. The Company has determined that
F-9
no allowance for doubtful accounts is needed for the gaming accounts receivable
balances as of December 31, 2014. The Company does not require collateral to
support customer receivables.
f) Gaming account balances
Gaming account balances represent customer gaming account balances that are held
as credits (i.e. deposits on account, winnings, etc.) and have not as of yet
been withdrawn by the customers or that customers want to keep on account for
future betting. Customers can request payment from the Company at any time and
the payment to customers can be made through bank wire, credit card, or actual
cash disbursement from one of our locations. Gaming account credit balances are
non-interest bearing.
g) Property, plant and equipment
Property, plant and equipment are stated at acquisition cost less accumulated
depreciation and adjustments for impairment losses.
Expenditures are capitalized only when they increase the future economic
benefits embodied in an item of property, plant and equipment. All other
expenditures are recognized as expenses in the statement of income as incurred.
Depreciation is charged on a straight-line basis over the estimated remaining
useful lives of the individual assets. Amortization commences from the time an
asset is put into operation. The range of the estimated useful lives is as
follows:
Office equipment 5 years
Office furniture 8 1/3 years
Signs and displays 5 years
h) Intangible Assets
Intangible assets are amortized on a straight-line basis over their remaining
useful life and consist of the following:
Trademarks / names 14 years
Websites 5 years
AAMS license 7 years
Location contracts 7 years
Customer relationships 15 years
We evaluate intangible assets for impairment on an annual basis, and do so
during the last month of each year using balances as of the end of December and
at an interim date if indications of impairment exist. Intangible asset
impairment is determined by comparing the fair value of the asset to its
carrying amount with an impairment being recognized only where the fair value is
less than carrying value.
i) Goodwill
Goodwill is recognized for the excess of the purchase price over the fair value
of tangible and identifiable intangible net assets of businesses acquired.
Goodwill is reviewed at least annually for impairment. In our evaluation of
goodwill impairment, we perform a qualitative assessment to determine if it is
more likely than not that the fair value of a reporting unit is less than its
carrying amount. If the qualitative assessment is not conclusive, we proceed to
a two-step process to test goodwill for impairment including comparing the fair
F-10
value of the reporting unit to its carrying value (including attributable
goodwill). Fair value for our reporting units is determined using an income or
market approach incorporating market participant considerations and management's
assumptions on revenue growth rates, operating margins, discount rates and
expected capital expenditures. Fair value determinations may include both
internal and third-party valuations. Unless circumstances otherwise dictate,
we perform our annual impairment testing in the fourth quarter.
We perform the allocation based on our knowledge of the market in which we
operate, and our overall knowledge of the gaming industry.
j) Long-Lived Assets
We evaluate the carrying value of our long-lived assets for impairment by
comparing the expected undiscounted future cash flows of the assets to the net
book value of the assets when events or circumstances indicate that the carrying
amount of a long-lived asset may not be recoverable. If the expected
undiscounted future cash flows are less than the net book value of the assets,
the excess of the net book value over the estimated fair value will be charged
to earnings.
Fair value is based upon discounted cash flows of the assets at a rate deemed
reasonable for the type of asset and prevailing market conditions, appraisals,
and, if appropriate, current estimated net sales proceeds from pending offers.
k) Fair Value of Financial Instruments
We measure our financial assets and liabilities in accordance with accounting
principles generally accepted in the United States of America. The carrying
value of the Company's short term investments, prepaid, accounts receivables,
and sundry assets, accounts payable and accrued charges, gaming account balance,
and advances from shareholder approximate fair value because of the short term
maturity of these financial instruments.
The Company adopted accounting guidance for financial assets and liabilities
(ASC 820). The adoption did not have a material impact on our results of
operations, financial position or liquidity. This standard defines fair value,
provides guidance for measuring fair value and requires certain disclosures.
This standard does not require any new fair value measurements, but rather
applies to all other accounting pronouncements that require or permit fair value
measurements. This guidance does not apply to measurements related to
share-based payments. This guidance discusses valuation techniques, such as the
market approach (comparable market prices), the income approach (present value
of future income or cash flow), and the cost approach (cost to replace the
service capacity of an asset or replacement cost). The guidance utilizes a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. The following is a brief description
of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active market
for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or
indirectly. These include quoted prices for similar assets or
liabilities in active markets and quoted prices for identical or
similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists,
F-11
therefore developed using estimates and assumptions developed by us,
which reflect those that a market participant would use.
The warrant liability issued in connection with the debentures, classified as a
level 3 liability, are the only financial liability measured at fair value on a
recurring basis.
l) Investments in non-consolidated entities
Investments in non-consolidated entities are accounted for using the equity
method or cost basis depending upon the level of ownership and/or the Company's
ability to exercise significant influence over the operating and financial
policies of the investee. When the equity method is used, investments are
recorded at original cost and adjusted periodically to recognize the Company's
proportionate share of the investees' net income or losses after the date of
investment. When net losses from an investment are accounted for under the
equity method exceed its carrying amount, the investment balance is reduced to
zero and additional losses are not provided for. The Company resumes accounting
for the investment under the equity method if the entity subsequently reports
net income and the Company's share of that net income exceeds the share of net
losses not recognized during the period the equity method was suspended.
Investments are written down only when there is clear evidence that a decline in
value that is other than temporary has occurred.
The Company's investment in 2336414 Ontario Inc. and Banca Veneto were accounted
for using the cost method of accounting. The Company monitors its investment for
impairment at least annually and make appropriate reductions in the carrying
value if it determines that an impairment charge is required based on
qualitative and quantitative information.
m) Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. The Company evaluates all of its financial
instruments, including stock purchase warrants, to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives. For
derivative financial instruments that are accounted for as liabilities, the
derivative instrument is initially recorded at its fair value and is then
re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income.
For option-based simple derivative financial instruments, the Company uses the
Black-Scholes option-pricing model to value the derivative instruments at
inception and subsequent valuation dates. The classification of derivative
instruments, including whether such instruments should be recorded as
liabilities or as equity, is re-assessed at the end of each reporting period.
n) Leases
Leases are reviewed and classified as capital or operating at their inception
in accordance with ASC Topic 840, Accounting for Leases. For leases that contain
rent escalations, the Company records monthly rent expense equal to the total
amount of the payments due in the reporting period over the lease term. The
difference between rent expense recorded and the amount paid is credited or
charged to deferred rent account and is included in accrued expenses and other
current liabilities.
All lease agreements of the Company as leasees are accounted for as operating
leases as of December 31, 2014 and 2013.
F-12
o) Currency translation
Since the Company's subsidiary operates in the Italy, the subsidiary's
functional currency is the Euro. In the consolidated financial statements,
revenue and expense accounts are translated at the average rates during the
period, and assets and liabilities are translated at year-end rates and
equity accounts are translated at historical rate. Translation adjustments
arising from the use of different exchange rates from period to period are
included as a component of stockholders' equity. Gains and losses from foreign
currency transactions are recognized in current operations.
p) Revenue Recognition
Revenues from sports-betting; casino, cash and skill games; slots, lotteries,
bingo and horse race wagers represent the gross pay-ins from customers less
gaming taxes and payouts to customers in addition to commissions paid to us for
scratch tickets and other lottery games. Revenues are recorded when the game is
closed net of payouts and AAMS taxes from wagers by customers.
Multigioco's Net Gaming Revenues (also referred to as NGR) are derived by
subtracting total winnings and AAMS taxes from total wagers. Revenue from online
casino games is a fixed percentage of payout based on guidelines set out by the
AAMS (generally 97%) and programmed by producers of the casino software.
Multigioco determines fees based on industry standards for poker and fixed
revenue by law with respect to bingo at 30%.
q) Income Taxes
We use the asset and liability method of accounting for income taxes in
accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the
current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported if based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax
assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements 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. ASC
Topic 740.10.40 provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. We have no
material uncertain tax positions for any of the reporting periods presented.
As of December 31, 2014 and December 31, 2013, the earnings of the Company have
yielded cumulative losses. The Company has elected to include interest and
penalties related to uncertain tax positions, if determined, as a component of
income tax expense. To date, no penalties or interest has been accrued.
In Italy, tax years beginning 2009 forward are open and subject to examination.
The Company is not currently under examination and it has not been notified of a
pending examination.
F-13
r) Promotion, Marketing, and Advertising Costs
The costs of promotion, marketing, and advertising are charged to expense as
incurred.
s) Earnings Per Share
FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and
"diluted" earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (loss) available to common shareholders by
the weighted average common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per share. As a result
of the net loss in the year 2014, the calculation of diluted loss per common
share does not include the dilutive effect to outstanding warrants.
t) Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources, including foreign currency translation adjustments and
unrealized gains and losses on marketable securities.
The Company adopted FASB ASC 220-10-45, "Reporting Comprehensive Income". ASC
220-10-45 establishes standards for reporting and presentation of comprehensive
income and its components in a full set of financial statements. Comprehensive
income is presented in the statements of operations, and consists of net income
and unrealized gains (losses) on available for sale marketable securities;
foreign currency translation adjustments and changes in market value of future
contracts that qualify as a hedge; and negative equity adjustments.
u) Business Combinations
We allocate the fair value of purchase consideration to the tangible and
intangible assets acquired and liabilities assumed based on their estimated fair
values. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as goodwill.
Such valuations require management to make significant estimates and
assumptions, especially with respect to intangible assets. Significant estimates
in valuing certain intangible assets include, but are not limited to, future
expected cash flows from acquired users, acquired technology, and trade names
from a market participant perspective, useful lives and discount rates.
Management's estimates of fair value are based upon assumptions believed to be
reasonable, but which are inherently uncertain and unpredictable and, as a
result, actual results may differ from estimates. During the measurement period,
which is one year from the acquisition date, we may record adjustments to the
assets acquired and liabilities assumed, with the corresponding offset to
goodwill. Upon the conclusion of the measurement period, any subsequent
adjustments are recorded to earnings.
v) Recent Accounting Pronouncements
There are no recently issued accounting standards that are expected to have a
material effect on our financial condition, results of operations or cash flows.
F-14
4. Multigioco Srl Acquisition
On August 15, 2014, the Company completed its acquisition of Multigioco in which
it acquired 100% of the outstanding common shares of Multigioco, an Italian
corporation. Based on Share Purchase Agreement ("Agreement"), the Company will
pay EUR 1,000,000 (approximately $1,336,600 USD using the exchange rate at the
closing date) in consideration for 100% shares of Multigioco at closing. In Lieu
of the cash consideration due at closing, the Company issued 2,000,000
restricted shares of Empire's common stock, which was valued at a fair market
value of $1.00 per share. As stated in the Agreement, the shareholders of
Multigioco have the option to give back those shares in exchange for the cash
consideration no later than 90 days from the closing of this Agreement. On
October 24, 2014, the Company paid EUR 490,000 (approximately $620,700 USD) to
reacquire 49% (or 980,000 shares) of the shares issued to Multigioco
shareholders. The cash paid for reacquiring those shares was treated as
measurement period purchase price adjustment. The parties have informally agreed
to extend the option indefinitely.
The acquisition was accounted for under the acquisition method of accounting.
The assets and liabilities of Multigioco are included in the Consolidated
Balance Sheet as of December 31, 2014 and the results of the Multigioco
operations subsequent to the acquisition date are included in the Consolidated
Statement of Comprehensive Loss.
The purchase price was allocated to the fair market value of tangible and
intangible assets acquired and liabilities assumed as follows:
Useful life
Current assets $441,049
Property, Plant and Equipment 22,779
Identifiable intangible assets
Trademarks / names: 110,000 14 years
Websites: 40,000 5 years
AAMS license: 490,000 7 years
Location contracts: 1,000,000 7 years
Customer relationships: 440,000 15 years
Total identifiable intangible assets 2,080,000
Liabilities assumed (1,554,743)
Total identifiable assets less liabilities $1,461,461
Goodwill 179,239
-----------
Total purchase price $1,640,700
The unaudited pro forma combined historical results, as if Multigioco had been
acquired at the beginning of 2013 are as follows:
For the year ended
December 31, December 31,
2014 2013
-------- -----------
Revenue $ 4,682,561 $ 4,653,520
Costs and expenses ( 5,372,971) ( 4,677,080)
Other income (expenses) ( 1,558,489) 25,227
Income tax (8,609) (3,440)
-------- -----------
Net income (loss) ($2,257,508) $ (1,773)
======== ===========
F-15
5. Investment in corporate bond
The investment in the corporate bond represents bonds issued by the Veneto Banca
Societa Cooperativa Per Azioni ("SCpA") an Italian bank bearing interest from
3 - 4.2% and maturing in November 2015.
6. Line of credit - bank
The Company obtained a line of credit from Banca Veneto in Italy for maximum
amount of EUR 300,000 (approximately $414,000 USD) which was guaranteed by
certain shareholders of the Company on December 3, 2013. The line of credit
bears a fixed rate of interest at 5% per annum on the outstanding balance and
has no minimum payment requirement or maturity date.
7. Bank loan payable
The amount represents a bank loan held with Banca Veneto which was guaranteed by
certain shareholders of the Company. The loan amount of $634,260 originated in
March 2011 with a 49 month repayment term ending in May 2015. The interest rate
on the loan is 5.041% plus Euro Inter Bank Offered Rate ("EURIBOR").
8. Long term liabilities
The long term liabilities consist of the following:
TFR $49,930
Other 2,982
-------
$52,912
=======
The "TFR" represents the Italian "Trattamento di Fine Rapporto" which is a
severance amount set up by Italian companies to be paid to employees on
termination of employment.
9. Related party transactions and balances
Related party transactions consist of advances from and repayments to
stockholders recorded as advances from stockholders as well as transactions
between our subsidiary Multigioco and New Gioco Srl which we recorded as due to
affiliates (See Note 10).
During the years ended December 31, 2014 and 2013 our major stockholder Gold
Street Capital Corp. (Gold Street) advanced $423,090 and $6,396 to the Company
respectively while Doriana Gianfelici advanced $598 during the year ended
December 31, 2014. The amount due to Doriana Gianfelici at December 31, 2014 was
$48,631 which included $48,033 assumed by the Company as a result of the
acquisition of Multigioco.
There were no repayments to stockholders for the year ended December 31, 2013.
During the year ended December 31, 2014, the Company repaid $214,825 in cash and
issued 325,836 shares and 31,314 shares to Gold Street Capital Corp. and Braydon
Capital Corp. respectively for repayment of advances. Those shares were valued
at fair market value of $1.00/share.
The Company also issued 42,850 shares of common stock to David Ciavarella a
relative of our CEO for accounting services rendered during the year ended
December 31, 2014, which was valued at fair market value of $42,850.
F-16
Advances from stockholders represent non-interest bearing loans that are due on
demand. Interest was imputed at 5% per annum. Balances of Advances from
stockholders are as follows:
December 31, December 31,
2014 2013
-------- -----------
Braydon Capital Corp. $ - $ 31,314
Gold Street Capital 17,086 134,657
Doriana Gianfelici 48,631 -
-------- ---------
Total advances from related parties: $ 65,717 $ 165,971
========= =========
10. Due from affiliates
In addition to the Advances from and payments to stockholders, during the year
ended December 31, 2014, Multigioco provided management, office space and
utilities, business administration and services as well as customer care call
center (the "administrative services") to New Gioco Srl the former shareholder
of Multigioco. Multigioco billed New Gioco Srl, a related party, $256,251 for
administrative services which is recorded as due from affiliates and a reduction
of the administrative expenses.
New Gioco Srl is owned by Beniamino Gianfelici the father of Doriana Gianfelici
the father-in-law and spouse respectively of our President Alessandro Marcelli.
Amounts due from affiliates are unsecured, interest free, and are generally
payable on demand with no stated due date.
11. Investment in non-consolidated entities
Investments in non-consolidated entities consists of the following:
2336414 Ontario Inc. $ 875,459
Banca Veneto 40,594
-------
916,053
Less impairment (875,459)
---------
$ 40,594
=========
On December 9, 2014, the Company invested CDN$1,000,000 (approximately
$875,459 USD) in a private placement of common shares of 2336414 Ontario Inc.
("2336414") representing 666,664 common shares or 2.3% of 2336414. 2336414 is an
Ontario corporation and the parent company of Paymobile Inc. a carrier-class,
PCI compliant transaction platform, delivering Visa prepaid card programs for
social disbursements, corporate payroll replacement and cheque replacement. The
Company is in discussions to obtain a supplemental multi-currency payment
processing system for our various clients and partners which may offer us
unique, competitive, loyalty benefits in our markets.
The Company subscribed for 666,664 Units (CDN$1,000,000) (approximately
$875,458 USD), with each Unit being comprised of one (1) common share in the
capital of 2336414 and one-quarter (1/4) of one common share purchase warrant,
which will require four quarter warrants to acquire one additional common share
F-17
in the capital of 2336414, for CDN$2.25 within 18 months after the closing of
the Offering, or such longer period of time as 2336414 may determine.
The Company paid CDN$1,000,000 (approximately $875,459 USD) in cash, and
obtained a promissory note for CDN$500,000 (approximately $436,796 USD) from
2336414's subsidiary, Paymobile Inc, which bears interest at a rate of 1% per
month on the outstanding balance to be paid in instalments as follows:
- CDN$200,000 on December 31, 2014
- CDN$150,000 on January 31, 2015
- CDN$150,000 on February 28, 2015
As of December 31, 2014 no payment was made. As of the date of this filing, the
final payment of CDN$150,000 remains due. The Company and 2336414 Ontario Inc.
have informally agreed to extend the due date until April 30, 2015 unless
further extend by mutual consent.
Since Paymobile has not produced any meaningful income, the Company has
determined that it may not be able to realize its investment in 2336414 and
has therefore decided to set up a 100% impairment on the investment made as of
December 31, 2014. If the investment in 2336414 is unsuccessful, the Company may
lose some or all of its investment in 2336414 Ontario Inc.
On December 31, 2014 the Company held $40,594 in shares of Banca Veneto SCpA.
Banca Veneto is a private mutual enterprise organized under Italian banking
laws.
We carry the value of the shares of Banca Veneto SCpA and 2336414 Ontario Inc.
at cost less impairment. The Company accounts for investment in non-consolidated
entities using the cost method of accounting if the Company has an ownership
interest below 20% and does not have the ability to exercise significant
influence over an investee. The shares of Banca Veneto and 2336414 Ontario Inc.
do not have an active market.
12. Deposits on Acquisitions
Deposits on acquisitions includes the following:
Acquisition of Rifa Srl. $ 62,698
Acquisition of Streamlogue Holdings Ltd. 655,976
---------
718,674
Less allowance for doubtful account (655,976)
---------
$ 62,698
=========
Multigioco made a payment of EUR 30,000 towards the purchase price of Rifa Srl.
("Rifa") plus EUR 21,506 in costs (a total of $62,698 USD).
Rifa was an inactive legal entity with no business operations or locations, it's
only asset is a Monti license number 4583. In order to acquire the Monti license
for our business development plan in Italy, in accordance with the AAMS
regulations Multigioco was required to purchase the legal corporate entity
"Rifa" which the Monti license was first granted to. This acquisition was closed
and the effective date is January 1, 2015 (see Note 18).
F-18
On September 1, 2014 the Company entered into a Share Purchase Agreement (SPA)
to acquire Streamlogue Holdings Ltd. ("Streamlogue"), a Maltese licensed gaming
company. The purpose of seeking the acquisition of Streamlogue is to expand our
gaming products and services outside of the Italian operations of our subsidiary
Multigioco. Under the terms of the SPA, the company agreed to pay Euro 600,000
(approximately $759,698 USD) of outstanding debts of Streamlogue plus
Euro 350,000 (approximately $443,157 USD) in shares of the company payable on
closing of the transaction. The Closing of the transaction is subject to full
and satisfactory due diligence which includes an audit of the financial
statements of Streamlogue. To date, the due diligence and audit of the financial
statements have not been completed.
Streamlogue owns two operating subsidiaries licensed by the Lottery and Gaming
Authority of Malta ("LGA"): Streamlogue Services Ltd, a Maltese corporation
holding LGA license number LGA/CL4/922/2013, a Business to Business (B2B)
company which provides a "Live Online Casino" platform to global online gaming
operators situated in authorized countries and Streamlogue Operations Ltd, a
Maltese corporation holding LGA license number LGA/CL1/922/2013 a Business to
Consumer (B2C) company which provides the Live Online Casino gaming platform for
direct end user patrons that can establish betting accounts directly with the
company.
During the years covered by this report the company made advances of $655,976
towards the purchase price of Streamlogue. The deposits are credited to the
purchase price of EUR 950,000 (approximately $1,202,855 USD).
If the transaction to acquire Streamlogue Holdings Ltd. is unsuccessful, the
Company may lose some or all of the deposits credited towards the purpose price.
Since Streamlogue has not produced any meaningful income, the Company determined
that it may not be able to realize its deposit in Streamlogue if the transaction
is unsuccessful. Therefore, the Company decided to set up a 100% allowance on
the advances made as of December 31, 2014.
13. Revenues
The Company derives revenues from the wagers on sports-bets; casino and card
games; slots and other gaming entertainment. The Company is subject to licensing
requirements established by the AAMS in Italy. The following table sets forth
the breakdown of gaming revenues for the period from August 16, 2014 to December
31, 2014:
December 31,
2014 %
-------- -------
Total Turnover $ 30,454,640 100.00%
Less: Winnings/payouts 28,330,799 93.03%
------------
Gross Gaming Revenues 2,123,841 6.97%
Less: AAMS Gaming Taxes 382,310 1.26%
------------
Net Gaming Revenues $ 1,741,531 5.72%
============
Turnover represents the total of bets processed for the period.
F-19
14. Debentures and Debenture Warrants
July 2014 Debentures
On July 9, 2014, the Company issued debentures to a group of accredited
investors to purchase 14 unsecured Debenture Units for gross proceeds of
$70,000. Each Debenture Unit is comprised of (i) a $5,000 debenture bearing
interest at a rate of 24% per annum, maturing two (2) year from the date of
issuance and (ii) 500 warrants which may be exercised at $1.00 per warrant to
receive one common share prior to July 9, 2016.
On October 17, 2014, the Company repurchased $70,000 in aggregate principal
amount of the July 2014 Debentures plus accrued interest of $4,741.
December 2014 Debentures
On December 17, 2014, the Company issued debentures to a group of accredited
investors to purchase 30 unsecured Debenture Units for gross proceeds of
$150,000. Each Debenture Unit is comprised of (i) a $5,000 debenture bearing
interest at a rate of 24% per annum, maturing one (1) year from the date of
issuance and (ii) 500 warrants which may be exercised at $1.50 per warrant to
receive one common share prior to December 17, 2016.
For the year ended December 31, 2014, the Company recorded a total of $1,381 of
accrued interest expense related to the Debentures and the amount is included as
a component of accrued expenses. As of December 31, 2014, the amortized discount
on the Debentures was $403.
The Company paid commissions of $3,500 and $10,500 for the July 2014 and the
December 2014 debentures respectively. The commissions related to the December
2014 debentures were amortized over the life of the debenture.
Warrants to Purchase Common Stock
The Company has determined that the warrants issued in connection with the
debentures on July 9, 2014 and December 17, 2014 should be treated as a
liability since it has been determined not to be indexed to the Company's own
stock.
The fair value of the warrants on the date of issuance as calculated using the
Black-Scholes model was $6,397 and $9,000 for the June 2014 and December 2014
warrants respectively, using the following weighted average assumptions:
Common
Warrant Exercise Stock Dividend Interest Forfeiture
Date Price Price Volatility Term Yield Rate Risk
per/sh per/sh
------------- -------- ------ ---------- ----- -------- -------- ----------
July 9, 2014 $1.00 $1.09 628% 2 yrs 0% 0.91% 0%
Dec. 17, 2014 $1.50 $0.60 548% 2 yrs 0% 0.91% 0%
The fair value of the warrants has been recorded as a debt discount which is to
be amortized as interest expense over the life of the Debentures.
F-20
A summary of warrant transactions during the year ended December 31, 2014 is as
follows:
Weighted Average
Warrant Exercise Price
Shares Per Common Share
Outstanding at January 1, 2014 - $ -
Issued 22,000 $ 1.34
Exercised - -
Expired - -
Outstanding at December 31, 2014 22,000 $ 1.34
Exercisable at December 31, 2014 22,000 $ 1.34
As of December 31, 2014, the weighted average remaining contractual life for
warrants outstanding and exercisable was 1.5 years and 2 years for the July 9,
2014 and the December 17, 2014 warrants respectively.
15. Shareholder's Equity
(a) On August 15, 2014 the Company issued 2,000,000 shares of common stock for
the acquisition of Multigioco. (See Note 4)
(b) On October 3, 2014, the Company issued an aggregate of 900,000 restricted
shares of our common stock which were valued at fair market value of $1.00
per share as follows:
- 500,000 shares with a total value of $500,000 for legal advisory
services to Beard Winter LLP which is being amortized over the service
period of one year. As of December 31, 2014, $312,500 remained
unamortized and is included in prepaid expenses.
- 150,000 shares to David Ciavarella a relative of our CEO with a total
value of $150,000 for accounting services related to the acquisition of
Multigioco and repayment of advance from shareholders.
- 250,000 shares for cancellation of $250,000 of debt recorded as advances
from a shareholder, Gold Street Capital.
(c) On October 16, 2014, Empire closed a subscription agreement with an
accredited non-US investor for a total of 2,699,000 shares of common stock
in a private placement (the "Private Placement"). The price to the
investor in the Private Placement was US$1.00 per common share for gross
proceeds to the Company of CDN$3,000,000 (US$2,669,000).
16. Commitments and contingencies
There are no legal actions, lawsuits or disputes related to Company as of the
date of the financial statements.
17. Income Taxes
The Company is incorporated in the United States of America and is subject to
United States federal taxation. No provisions for income taxes have been made,
as the Company had no U.S. taxable income for the year ended December 31, 2014
and 2013.
The Company periodically evaluates whether it is more likely than not that it
will generate sufficient taxable income to realize the deferred income tax
asset. The ultimate realization of this asset is dependent upon the generation
of future taxable income sufficient to offset the related deductions. At the
present time, management cannot presently determine when the Company will be
F-21
able to generate sufficient taxable income to realize the deferred tax asset;
accordingly, a valuation allowance has been established to offset the asset.
The Company's Italian subsidiary is governed by the income tax laws of Italy.
The corporate tax rate in Italy is 32.32% (IRES at 27.5% plus IRAP ordinary at
4.82%) on income reported in the statutory financial statements after
appropriate tax adjustments.
The reconciliation of income tax expense at the U.S. statutory rate of 35% to
the Company's effective income tax is as follows:
For the years ended December 31,
2014 2013
-------- -----------
U.S. statutory rate of 35% ($ 730,328) ($ 5,829)
Tax rate difference between U.S and Italy (27.5%) (42,317) -
Change in valuation allowance 777,736 5,829
--------- -----------
Income tax expense $ 5,091 $ -
========= ==========
The Company has accumulated a net operating loss carry forward ("NOL") of
approximately $7 million as of December 31, 2014. This NOL may be offset against
future taxable income through the year 2034. The use of these losses to reduce
future income taxes will depend on the generation of sufficient taxable income
prior to the expiration of the NOL. No tax benefit has been reported in the
consolidated financial statements for the year ended December 31, 2014 and 2013
because it has been fully offset by a valuation allowance.
NOL's incurred are subject to limitation due to any ownership change (as defined
under Section 382 of the Internal Revenue Code of 1986) which resulted in a
change in business direction. Unused limitations may be carried over to future
years until the NOLs expire. Utilization of NOLs may also be limited in any one
year by alternative minimum tax rules.
Under Italian tax law the operating loss carryforwards available for offset
against future profits can be used indefinitely. Operating loss carryforwards
are only available for offset against national income tax, in the limit of 80%
of taxable annual income (this restriction does not apply to the operating loss
incurred in the first three years of the Company's activity, which are therefore
available for 100% offsetting).
The tax effects of temporary differences that give rise to the Company's net
deferred tax asset as of December 31, 2014 and 2013 are as follows:
For the years ended December 31,
2014 2013
-------- -----------
Net operating loss carryforward $ 2,563,068 $ 1,785,332
Less valuation allowance (2,563,068) (1,785,332)
---------- ----------
Deferred Tax Asset $ - $ -
========== ==========
F-22
The provisions for income taxes are summarized as follows:
For the years ended December 31,
2014 2013
-------- -----------
Current - foreign $ 5,091 -
Deferred - -
--------- -----------
Total $ 5,091 -
========= ==========
18. Subsequent Events
The Company has evaluated all events or transactions that occurred subsequent to
December 31, 2014 through the date these consolidated financial statements were
issued, and has disclosed as follows:
On January 1, 2015, the Company's wholly owned subsidiary, Multigioco acquired
Rifa Srl and New Gioco Srl for EUR 50,000 (approximately $63,300 USD) and
EUR 450,000 (approximately 569,700), respectively.
Rifa was an inactive company with no business operations or locations, its only
asset was the Monti license #4583 (those AAMS licenses first issued in 2000
cannot be transferred (except to an existing Monti license owner)). The Bersani
and Monti licenses of New Gioco were acquired by Multigioco and Rifa
respectively.
According to AAMS regulations Monti licenses must be acquired by through the
transfer of the legal entity to which it was granted at issue.
In order to acquire the Monti license from Rifa, Multigioco was required under
AAMS law to acquire the legal entity Rifa Srl. As a result, Multigioco retained
Rifa as a wholly owned subsidiary and Rifa's Monti license #4583 was integrated
under Multigioco.
New Gioco Srl. is an Italian gaming company formed by Beniamino Gianfelici the
father of Doriana Gianfelici also the father-in-law of our President Alessandro
Marcelli. Prior to the acquisition of Multigioco by Empire, New Gioco Srl held a
66% interest and Doriana Gianfelici held a 24% interest respectively in
Multigioco.
As a result of the transactions, the AAMS Monti license from New Gioco was
integrated under the Rifa subsidiary while the AAMS Bersani license from New
Gioco was directly integrated under Multigioco.
As a result, Multigioco now has its original GAD (Gioco a Distanza) online
license number 15133 as well as Punto Sportivo (Corner) license number 4070 with
three (3) corners and Negozio Sportivo (Agency) license number 4583 with two (2)
agencies. The Company has paid EUR 50,000 (approximately $63,308 USD) for the
Rifa license and will pay EUR 450,000 (approximately $569,773 USD) for the New
Gioco license by making 9 instalments of EUR 50,000 (approximately $63,308 USD)
each until paid in full by December 31, 2015.
As of the date of this report, the Company paid EUR 50,000 (approximately
$63,308 USD) towards the purchase price of New Gioco Srl.
F-23
Item 9. Changes in and disagreements with accountants on accounting and
financial disclosure
None.
Item 9a. Controls and procedures
Annual Evaluation of Disclosure Controls
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer),
who are the same person, to allow for timely decisions regarding required
disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based on the
foregoing evaluation, our CEO and CFO concluded that due to our limited
resources our disclosure controls and procedures are not effective in providing
material information required to be included in our periodic SEC filings on a
timely basis and to ensure that information required to be disclosed in our
periodic SEC filings is accumulated and communicated to our management,
including our CEO and CFO, to allow timely decisions regarding required
disclosure about our internal control over financial reporting discussed below.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for our company. Our internal control system
was designed to, in general, provide reasonable assurance to our management and
board regarding the preparation and fair presentation of published financial
statements, but because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2014. The framework used by management in making
that assessment was the criteria set forth in the document entitled "Internal
Control - Integrated Framework" issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. Based on that assessment, our
management has determined that as of December 31, 2014, our internal control
over financial reporting was not effective due to material weaknesses resulting
from our limited resources.
This annual report does not include an attestation report of the Company's
registered accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission.
65
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the years covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Item 9b. Other information
None.
PART III
Item 10. Directors and executive officers, promoters and control persons
All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified or have
resigned. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office.
Our current directors, executive officers and significant employees, their ages,
positions held, and duration as such, as of the date of this report is as
follows:
Date
Name Age Position First Elected Term Expiry
Michele Ciavarella 52 Chairman, Director June 6, 2011 None
Chief Executive Officer
Principal Financial Officer
Alessandro Marcelli 45 President Feb. 23, 2015 None
Catalin Radu 45 Director Sept. 1, 2014 None
Vice President Feb. 23, 2015 None
Sanjeev Kumar 50 Director Sept. 1, 2014 None
Identity of Significant Employees
Our Chief Executive Officer, Michele Ciavarella provides a key managerial role
and performs duties related our regulatory filing requirements and corporate
oversight and compass.
Alessandro Marcelli is expected to perform a key role with the development of
Empire's gaming business in Italy.
Both Mr. Ciavarella and Mr. Marcelli are expected to make a significant
contribution to the business.
Family Relationships
Alessandro Marcelli is the son-in-law of Beniamino Gianfelici and spouse of
Doriana Gianfelici the founders of Multigioco. On February 23, 2015 the Company
appointed Mr. Marcelli as our President.
66
Executive Resumes
Michele Ciavarella, B.Sc. - Chairman of the Board, CEO, COO, CFO
2011 - Present Chairman of the Board, CEO, COO, CFO
2005 - 2011 Director of Operations, Empire Global Corp.
2004 President and CEO, Empire Global Corp (formerly Pender)
1990 - 2007 Independent Investment Advisor, Limited Market Dealer
1986 - 1990 Teacher - Cree School Board
Michele Ciavarella is 52 years old and has served in various roles and executive
capacities since 2004 and was appointed as our Chairman and CEO in 2011.
Mr. Ciavarella graduated from Laurentian University with a Bachelor of Science
degree in Liberal Sciences with studies in mining engineering. From 2002 to
2004, Mr. Ciavarella served as a senior executive, financial planner and life
insurance underwriter with Dagmar Insurance Services and financial advisor with
Manulife Financial.
Mr. Ciavarella has over 25 years of executive, c-level and senior board level
experience along with practical and lean business process management skill.
Alessandro Marcelli serves as our President and brings 20 years of professional
experience in the technology industry having a broad range of applicable cross
border experience including a key role as Project Manager of Software with NATO
working within the Turkish Army. He was employed with Vodafone Group PLC for
12 years as manager of the operational and maintenance center for central and
south Italy operations.
Mr. Marcelli has extensive experience in communications, team building as well
as management skills in fast changing environments. Since 2007, Mr. Marcelli has
been the COO and Managing Director of Multigioco and has been instrumental in
its growth, expanding the New Gioco/Multigioco brand to over EUR 77 Million in
gross annual gaming turnover during his tenure.
Catalin Radu serves as our Vice President and is currently one of our directors
and the Managing Director of the Delamore & Owl Group in Romania and the Balkans
in charge of leading D&O's initiative in the local market. He graduated from
Military Academy and became an officer in Romanian Army for several decades.
Mr. Radu was a leader in the online gaming industry between 2005 through 2011.
He founded Royalcenter Ltd. a Maltese enterprise with a Class 3 LGA license in
Malta offering an online poker platform known as "Dracula Poker". Mr. Radu was
instrumental in procuring a team of specialists including experts in various
programming fields, data base development, networking, graphics, fraud detection
and financial transactions to create the software and online platform. The
enterprise grew to over 100,000 registered users and in excess of 40,000 players
and organized the first live poker tournament in Romania in cooperation with
Platinum Casino. In addition, he owned a gaming magazine and a television
program named "Royal Flush" as well as forming numerous synergies incorporating
cooperative ventures with reputable gaming enterprises such as Bet365,
Party Poker, SportingBet among others.
Mr. Radu also brings well over 10 years of experience in business development
specifically in the online gaming space. He has dedicated himself to
operational and management activities specifically in infrastructure development
and internet business.
67
Sanjeev Kumar serves as a director and is a market-seasoned professional and the
recipient of the "Southeast Asia Young Achiever's Award," Mr. Kumar oversees
business activities in more than 30 countries in his role as the member of the
board of directors' of Delamore & Owl Group. Acting as chief spokesman,
Mr. Kumar additionally takes charge of the management and is a member of the
credit committee of the group; he also provides state-of-the-art technical
analysis. He holds dual Master's Degrees in Business Administration and
International Commerce & Finance. Utilizing his expertise and experience,
Mr. Kumar has responsibilities which encompass assets, investments, training,
research, emerging markets, high-risk ventures, and business development.
He is a Fellow of the British Association of Entrepreneurs, Institute of
Management Specialists and Member of the Global Development Network, Global
Knowledge and Economic Council, Management Centre Europe, European Economic
Association among others. Mr. Kumar is also the recipient of numerous honors and
awards including: the "Who's Who of Britain's Young Entrepreneurs"; "South East
Asia Young Achiever of the Year Award"; "Nominated for the Business Leader of
the Year Award".
He is proficient in English, Hindi, and has a workable knowledge of Russian and
specializes in multiple disciplines including: Advisory & Consultancy,
Restructuring and Re-Branding, Corporate Management, Investment, Structuring &
Technical Analysis.
Involvement in Certain Legal Proceedings
1. No bankruptcy petition has been filed by or against any business of which
any director was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
2. No current director has been convicted in a criminal proceeding and is not
subject to a pending criminal proceeding (excluding traffic violations and
other minor offences).
3. No current director has been subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities with the exception of the specific temporary
restrictions limited to Canada mutually agreed to between Mr. Ciavarella
and the Ontario Securities Commission.
4. No director has been found by a court of competent jurisdiction (in a
civil action), the Securities Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, that has not been reversed, suspended, or vacated.
Compliance with Section 16(a) of the Exchange Act
Based solely on a review of forms 4 and 5 furnished to the Company and filed
with the Securities and Exchange Commission under Rule 16a-3(e) promulgated
under the Securities Exchange Act of 1934, which the exception of Braydon
Capital Corp., and Gold Street Capital Corp. the Company believes that all
directors, officers and beneficial owners of more than 10% of any class of
equity securities filed on a timely basis the reports required by Section 16(a)
of the Exchange Act during the most recent fiscal year.
Nomination Procedure for Directors
Empire has adopted a nominee committee charter however, due to our limited
operations does not have a standing nominating committee; recommendations for
candidates to stand for election as directors are made by the board of
directors.
68
Identification of Audit Committee
The Company does not have an audit committee or an audit committee financial
expert (as defined in Item 407 of Regulation S-K) serving on its Board of
Directors. All current members of the Board of Directors lack sufficient
financial expertise for overseeing financial reporting responsibilities. The
Company has not yet employed an audit committee financial expert on its Board
due to the inability to attract such a person.
Although we are not legally required to have an audit committee, the Company
intends to establish an audit committee of the board of directors, which will
consist of independent directors. The audit committee's duties will be to
recommend to the Company's board of directors the engagement of an independent
registered public accounting firm to audit the Company's financial statements
and to review the Company's accounting and auditing principles. The audit
committee will review the scope, timing and fees for the annual audit and the
results of audit examinations performed by the internal auditors and independent
registered public accounting firm, including their recommendations to improve
the system of accounting and internal controls. The audit committee will at all
times be composed exclusively of directors who are, in the opinion of the
Company's board of directors, free from any relationship which would interfere
with the exercise of independent judgment as a committee member and who possess
an understanding of financial statements and generally accepted accounting
principles.
Code of Ethics
On February 21, 2006, the Company's board of directors formally adopted a Code
of Business Conduct and Ethics effective December 31, 2005.
The Company filed the Code of Business Conduct and Ethics on April 17, 2006 with
the Securities and Exchange Commission as an Exhibit to the annual report on
form 10-KSB for the year ended December 31, 2005 and a copy is attached by
reference herein as an Exhibit to this annual report. The Company will provide
a copy of the Code of Business Conduct and Ethics to any person without charge,
upon request. Requests can be sent to: Empire Global Corp., 671 Westburne Dr.,
Concord, Ontario, L4K 4Z1 Attention: CEO.
Item 11. Executive compensation
The following table sets out compensation and awards paid to our officers and
directors during the period covered by this report.
SUMMARY COMPENSATION TABLE
Non-equity Nonqualified
Name and Stock Option Incentive Plan Deferred All Other Total
principal Salary Bonus Award(s) Award(s) Compensation Compensation Compensation Compensation
position Year ($) ($) ($) ($) ($) ($) ($) ($)
------------------- ---- ------ ------ ------- -------- -------------- ------------ ------------ ------------
Michele Ciavarella
CEO, CFO, Chairman 2014 90,000 0 0 0 0 0 0 90,000
2013 0 0 0 0 0 0 0 0
69
There are no current employment agreements between the Company and its executive
officers and directors. Our directors and officers submit invoices for services
provided to the Company for business development. The directors and officers
have agreed to receive shares of common stock in lieu of cash until such time as
the Company receives sufficient revenues necessary to provide proper salaries to
all officers and compensation for directors' participation. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuities, pensions or retirement benefits proposed to be paid to
officers, directors or employees of the corporation in the event of retirement
at a normal retirement date pursuant to any presently existing plan provided or
contributed to by the corporation.
Compensation of Directors
Currently, there are no arrangements between Empire and any of its directors or
between any of the subsidiaries and any of its directors whereby such directors
are compensated for any services provided as directors. No payments have been
made to our directors for their services as directors that have not been
previously reported by the Company.
Item 12. Security ownership of certain beneficial owners and management
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The tables below set forth, as of December 31, 2014 the beneficial ownership of
the Company's Common Stock (i) by any person or group known by the Company to
beneficially own more than 5% of the outstanding Common Stock, (ii) by each
Director and executive officer and (iii) by all Directors and executive officers
as a group. Unless otherwise indicated, the Company believes that the beneficial
owners of the shares have sole voting and investment power over such shares. The
address of all individuals for whom an address is not otherwise indicated is 671
Westburne Dr., Concord, Ontario L4K 4Z1.
Name and Address Percent
Title of Class of Beneficial Owner Amount of Class
-------------- ----------------------------- ----------- --------
Common Braydon Capital Corp. 5,568,700 23.9%
42 Wishing Well Crt.
Kleinburg, Ontario
Common Gold Street Capital Corp. 12,360,660 53.1%
155 Mary Street, Zephyr House
Georgetown, Grand Cayman
Common Beniamino Gianfelici 2,000,000 8.6%
Roma, Via Mario Chiri 3
Common Mississauga of the New Credit 2,669,000 11.5%
First Nation
2789 Mississauga Road RR#6
Hagersville, Ontario
70
SECURITY OWNERSHIP OF MANAGEMENT
Name and Address Percent
Title of Class of Beneficial Owner Amount of Class
-------------- ----------------------------- ----------- --------
Common Michele Ciavarella 0 0%
Chairman, CEO, COO, CFO
671 Westburne Dr.
Concord, Ontario, L4K 4Z1
Common Alessandro Marcelli 1,000,000 4.3%
President
Roma, Via Tuscolana, 72
Common Catalin Radu 0 0%
President
Romania, Bulevardul Octavian 6
Bucharest
Common Total shares owned by officers 1,000,000 4.3%
and directors of the Company
as a group. All directors and
executive officers (2 persons)
The above tables are based upon information derived from our stock records.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, it believes that each of the
shareholders named in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned. Applicable
percentages are based upon 23,264,800 shares of common stock outstanding as of
December 31, 2014.
CHANGES IN CONTROL
None
Item 13. Certain relationships and related party transactions
In the last 2 years, there have been no transactions or proposed transactions in
which Empire was or was to be a party where directors or executive officers,
nominees for election as a director and members of the immediate family of such
persons were involved.
Empire has no parent company and was not involved in any transactions or
agreements with any promoters in the last five years.
Transactions with Related Persons
No director, executive officer, security holder, or any immediate family of such
director, executive officer, or security holder has had any direct or indirect
material interest in any transaction or currently proposed transaction, which
the Company was or is to be a participant that exceeded the lesser of
(1) $120,000 or (2) one percent of the average of our total assets at year-end
for the last three completed fiscal years, except for the following:
During the years ended December 31, 2014 and 2013 our major stockholder Gold
Street Capital Corp. (Gold Street) advanced $423,090 and $6,396 to the Company
respectively while Doriana Gianfelici advanced $598 during the year ended
71
December 31, 2014. The amount due to Doriana Gianfelici at December 31, 2014 was
$48,631 which included $48,033 assumed by the Company as a result of the
acquisition of Multigioco.
There were no repayments to stockholders for the year ended December 31, 2013.
During the year ended December 31, 2014, the Company repaid $214,825 in cash and
issued 325,836 shares and 31,314 shares to Gold Street Capital Corp. and Braydon
Capital Corp. respectively for repayment of advances. Those shares were valued
at fair market value of $1.00/share.
The Company also issued 42,850 shares of common stock to David Ciavarella a
relative of our CEO for accounting services rendered during the year ended
December 31, 2014, which was valued at fair market value of $42,850.
Please see Note 9 of Part II, Item 8 of this Annual Report on Form 10-K for
additional information regarding related party transactions.
In addition to the Advances from and payments to stockholders, during the year
ended December 31, 2014, Multigioco provided management, office space and
utilities, business administration and services as well as customer care call
center (the "administrative services") to New Gioco Srl the former shareholder
of Multigioco. Multigioco billed New Gioco Srl, a related party, $267,256 for
administrative services which is recorded as due from affiliates.
Please see Note 10 of Part II, Item 8 of this Annual Report on Form 10-K for
additional information regarding due from affiliates.
Promoters and control persons
During the past fiscal year, Michele Ciavarella has been a promoter of Empire's
business, however Mr. Ciavarella has not received anything of value from Empire
or its subsidiaries nor is any person entitled to receive anything of value
from Empire or its subsidiaries for services provided as a promoter of the
business of Empire and its subsidiaries.
Director independence
Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the Securities Act, the
Company has adopted the definition of "independent director" as set forth in
Rule 4200(a)(15) of the NASDAQ Manual. In summary, an "independent director"
means a person other than an executive officer or employee of the Company or its
subsidiaries or any other individual having a relationship which, in the opinion
of our board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director, and includes any
director who accepted any compensation from the Company in excess of $200,000
during any period of 12 consecutive months within the three past fiscal years.
Also, ownership of Empire's stock will not preclude a director from being
independent.
In applying this definition, our board of directors has determined that Sanjeev
Kumar qualifies as an "independent director" pursuant to Rule 4200(a)(15) of
the NASDAQ Manual.
As of the date of the report, Empire did not maintain a separately designated
compensation or nominating committee, however, the company has also adopted this
definition for the independence of the members of its audit committee.
72
Item 14. Principal accountant fees and services
AUDIT FEES
Audit fees are for professional services for the audit of our annual financial
statements, and for the review of the financial statements included in our
filing on form 10-K and for services that are normally provided in connection
with statutory and regulatory filings or engagements. The Company incurred audit
fees of approximately $7,000 and $35,000 to Paritz and Co., PA in connection to
audits for the years ended December 31, 2013 and 2014 respectively.
AUDIT RELATED FEES
Audit related fees are funds paid for the assurance and related services
reasonably related to the performance of the audit or the review of our
financial statements. We paid no audit related fees during 2014 and 2013.
TAX FEES
Tax fees are those funds paid for professional services with respect to tax
compliance, tax advice, and tax planning. We paid no professional tax fees
during 2014 and 2013 other than those previously disclosed.
ALL OTHER FEES
All other fees are those fees paid for permissible work that does not fall
within any of the three other fees categories set forth above. No other fees
were paid during 2014 and 2013.
PRE-APPROVED POLICY FOR AUDIT AND NON-AUDIT SERVICES
Our policy is to pre-approve all audit and permissible non-audit services
performed by the independent accountants. These services may include audit
services, audit-related services, tax services and other services. Under our
audit committee policy, pre-approval is generally provided for particular
services or categories of services, including planned services, project based
services and routine consultations. In addition, the audit committee may also
pre-approve particular services on a case-by-case basis. All of the services
rendered to us in the past two fiscal years by Paritz and Co. PA, were
pre-approved by our Board of Directors.
73
Item 15. Exhibits
EXHIBITS
The exhibits required by Item 601 of Regulation S-B listed on the Exhibit Index
are included herein.
All Exhibits required to be filed with the form 10-K are included in this annual
report or incorporated by reference to our previous filings with the SEC, which
can be found in their entirety at the SEC website at www.sec.gov under SEC File
Number 000-50045.
Exhibit Description Status
------- ----------- -------
14.1 Code of Ethics filed as an exhibit to Empire's form 10-KSB Filed
filed on April 17, 2006, and incorporated herein by reference.
31 Certification of Principal Executive Officer and Included
Principal Financial Officer required under Rule 13a-14(a)
or Rule 15d-14(a) of the Securities and Exchange Act of 1934,
as amended.
32 Certification of Principal Executive Officer and Included
Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
REPORTS ON FORM 8-K (SUBSEQUENT TO THE DATE OF THIS ANNUAL REPORT)
On January 1, 2015, the Company announced that our wholly owned subsidiary,
Multigioco acquired the AAMS licenses of Rifa Srl and New Gioco Srl.
On February 23, 2015 the Company announced the appointment of Mr. Alessandro
Marcelli to serve as President and Mr. Catalin Radu as Vice President which took
effect immediately the same day.
On March 18, 2015, announced that it has engaged Dundee Capital Markets, a
division of Dundee Securities Ltd. ("Dundee"), a Canadian investment dealer, to
assist in the Company's evaluation and financing of acquisitions of licensed
on-line and off-line gaming companies.
74
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EMPIRE GLOBAL CORP.
By: /s/ Michele Ciavarella Date: April 29, 2015.
---------------------------
Michele Ciavarella
Chairman of the Board
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Name Title Date
By: /s/ Michele Ciavarella Chief Executive Officer April 29, 2015
---------------------------
Michele Ciavarella
75
