UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the Quarter ended September 30, 2015

 

Commission File Number: 333-169531

 

EMPIRE GLOBAL GAMING, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		27-2529852
(State or jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
555 Woodside Avenue Bellport, New York 11713		11713
(Address of principal executive offices)		(Zip code)

 

(877) 643-3200

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒   No   ☐

 

Indicate by check mark 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒   No   ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer	☐		Accelerated Filer	☒
Non-Accelerated Filer	☐		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  ☒

 

There were 57,301,000 shares of common stock outstanding as of November 15, 2015.

 

 

  

TABLE OF CONTENTS

 

 

		Page
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3 - 7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4	CONTROLS AND PROCEDURES	10
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	11
ITEM 1A.	RISK FACTORS	11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	11
ITEM 4.	MINE SAFETY DISCLOSURES	11
ITEM 5.	OTHER INFORMATION	11
ITEM 6.	EXHIBITS	11
SIGNATURES		12
EXHIBITS

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

EMPIRE GLOBAL GAMING, INC.

BALANCE SHEETS

(Unaudited)

 

		September 30,				December 31,
		2015				2014
ASSETS
CURRENT ASSETS:
Cash		$	559			$	2,520
Total current assets			559				2,520
Property and equipment, net of accumulated depreciation of $3,000 and $2,400, respectively			1,000				1,600
Total assets		$	1,559			$	4,120
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	16,694			$	19,164
Accrued interest - stockholders			4,688				2,401
Total current liabilities			21,382				21,565
LONG TERM LIABILITIES:
Notes Payable - Stockholders			85,220				64,720
Total liabilities			106,602				86,285
STOCKHOLDERS' DEFICIT:
Common stock: $0.001 par value; 980,000,000 authorized, 57,301,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014.			57,301				57,301
Additional paid-in capital			664,099				664,099
Accumulated deficit			(826,443	)			(803,565	)
Total stockholders' deficit			(105,043	)			(82,165	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	1,559			$	4,120

 

The accompanying notes are an integral part of these interim financial statements.

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENT OF OPERATIONS

(UNAUDITED)

 

		For the three				For the three				For the nine				For the nine
		months ended				months ended				months ended				months ended
		September 30, 2015				September 30, 2014				September 30, 2015				September 30, 2014
REVENUES
Fee income		$	77			$	89			$	115			$	303
OPERATING EXPENSES:
General & administrative expenses			6,313				8,201				20,706				76,859
Inventory write-down			-				19,067				-				19,067
Total operating expenses			6,313				27,268				20,706				95,926
OPERATING LOSS			(6,236	)			(27,179	)			(20,591	)			(95,623	)
OTHER EXPENSE:
Interest expense - stockholder			(859	)			(1,004	)			(2,287	)			(1,888	)
Total other expense			(859	)			(1,004	)			(2,287	)			(1,888	)
NET LOSS BEFORE PROVISION FOR INCOME TAXES			(7,095	)			(28,183	)			(22,878	)			(97,511	)
INCOME TAXES			-				-				-				-
NET LOSS		$	(7,095	)		$	(28,183	)		$	(22,878	)		$	(97,511	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average of common shares outstanding			57,301,000				57,301,000				57,301,000				57,301,000

 

The accompanying notes are an integral part of these interim financial statements.

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

		For the nine				For the nine
		months ended				months ended
		September 30, 2015				September 30, 2014
Cash Flows from Operating Activities:
Net Loss		$	(22,878	)		$	(97,511	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			600				600
Amortization of prepaid expenses paid by the issuance of common stock			-				50,000
Inventory write-down			-				19,067
Changes in operating assets and liabilities
Accrued interest - stockholders			2,287				1,888
Accounts payable and accrued expenses			(2,470	)			6,673
Net cash used in operating activities			(22,461	)			(19,283	)
Cash Flows from Financing Activities:
Proceeds from Notes Payable - Stockholders			20,500				15,500
Net cash provided by financing activities			20,500				15,500
NET DECREASE IN CASH			(1,961	)			(3,783	)
CASH AT BEGINNING OF THE PERIOD			2,520				4,308
CASH AT THE END OF THE PERIOD		$	559			$	525

 

The accompanying notes are an integral part of these interim financial statements.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(UNAUDITED)

 

NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Organization

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other period. For further information, refer to the financial statements and footnotes thereto, included in the Company’s Annual Report on Form 10K for the year ending December 31, 2014..

 

As used in these Notes to the Financial Statements, the terms the "Company", "we", "us", "our" and similar terms refer to Empire Global Gaming, Inc.

 

The Company was incorporated in the State of Nevada on May 11, 2010 in order to acquire certain U.S Patent license agreements pertaining to roulette and actively engage in the gaming business worldwide and commenced operations in May 2010.  The Company was founded to develop, manufacture and sell Class II and Class III Casino electronic and table games for the general public and casinos worldwide. The Company owns exclusive rights through license agreements to four U.S. Patents consisting of 14 roulette games patents. These patents are certified by Gaming Laboratories International to minimize any unfairness in the multi-number bets in roulette (American double 0 and European single 0) to both players and casinos. One of the patents controlled by the Company is for a “new number pattern and board layout” that will insure, the various gaming control boards and commissions in the United States and eventually worldwide, that the highest standards of security and integrity are met. We hold licenses for eight patented Class II and III Casino Grade Mechanical and Electronic Games. The games include (i) proprietary 20 sided dice game, (ii) combination game of poker and blackjack, side bet blackjack, and (iii) five patents covering roulette. We also created a new proprietary variation on the standard deck of playing cards (patent pending). EGGI also sells a complete line of public and casino grade gaming products for roulette, blackjack, craps, baccarat, mini baccarat, pinwheels, Sic Bo, slot machines, poker tables and bingo games. We are working on developing some of our patented games into video and slot machine terminals as well as computer and mobile devices. We also are attempting to develop a pick 3 lotto evaluation and analysis program. We have taken certain steps to become fully “e-commerce” operational while awaiting Gaming Board approvals.  We operate a website where we sell certain equipment and proprietary games.   Our website is located at:  www.empireglobalgaminginc.com.  

 

NOTE 2.  GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  To date, the Company has generated minimal revenues, has stockholders’ deficit of $105,043, experienced recurring net operating losses and had a net loss of $22,878 for the nine months ending September 30, 2015. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.

 

 

NOTE 2.  GOING CONCERN (Continued)

 

In order to continue as a going concern, the Company may need, if revenues do not continue to grow, among other things, additional capital resources. Management’s plan is to obtain such resources, if needed, for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3. COMMON STOCK

 

The Company’s authorized Common Stock is 980,000,000 common shares with $0.001 par value.

 

In March 2013, the Company issued 6,000,000 shares of its common stock to three consultants and one attorney in exchange for services to be rendered.  The shares were valued at the estimated value of the services to be received and are being amortized over the respective terms of the consulting agreements.  During the nine months ended September 30, 2015 and 2014, $0 and $50,000 was amortized and charged to operations, respectively.

 

NOTE 4. RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2012, the Company borrowed $2,120 from a stockholder. The note bears interest at 4% per annum and is due on December 31, 2018.

 

During the year ended December 31, 2013, the Company borrowed $37,100 from a stockholder. The note bears interest at 4% per annum and is due on December 31, 2018.

 

During the year ended December 31, 2014, the Company borrowed $25,500 from stockholders. The notes bear interest at 4% per annum and is due on December 31, 2018.

 

During the nine months ended September 30, 2015, the Company borrowed $20,500 from stockholders. The notes bear interest at 4% per annum and is due on December 31, 2018.

 

The Company has accrued interest for these notes payable of $4,688 through September 30, 2015 and $2,401 through December 31, 2014.

 

NOTE 5.  SUBSEQUENT EVENTS

 

Management evaluated all activity of the Company through the issue date of the Financial Statement and there have been no subsequent events that would require disclosure in or recognition to the financial statements.

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto. This discussion and analysis may contain forward-looking statements based on assumptions about our future business.

 

In General

 

We presently sell our ancillary gaming products in the United States but contemplate selling and leasing our products worldwide.

 

We are controlled by two individuals (our President and Chief Financial Officer) who devote approximately 25 hours a week each of their time to the business of the Company.

 

Although the Company has obtained the license for the manufacturing, sale, marketing and licensing of the four roulette patents, and certain other patents, we have not yet applied to any State Gaming Commission(s) to seek approval to sell any of our products. The Company has not, as of yet, arranged for any lines of credit, and we have no commitments, written or oral, from officers, directors or shareholders to provide the Company with advances, loans or other funding for our operations.

 

Critical Accounting Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from those estimates.

 

Liquidity and Capital Resources

 

We believe that the Company currently does not have the necessary working capital to support existing operations through 2015 since the Company has had minimal revenues and net losses of $826,443 through September 30, 2015. Our primary capital source will be loans from stockholders. We are seeking to develop and market the patented technologies, manufacture and sell gaming equipment that will generate cash from operations.

 

For the remainder of the fiscal year ending December 31, 2015, we anticipate incurring a loss as a result of continued expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934.

 

Plan of Operations

 

During the remainder of the fiscal year ending December 31, 2015, we plan to continue with efforts to develop and market the patented technologies, a pick 3 lotto evaluation and analysis program, manufacture and sell gaming equipment that will generate cash from operations. We also plan to file all required periodic reports and to maintain our status as a fully-reporting company under the Exchange Act.

 

Based upon our current cash reserves, although we feel it will be adequate, we may not have adequate resources to meet our short term or long-term cash requirements. No specific commitments to provide additional funds have been made by management, the principal stockholders or other stockholders, and we have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities. Accordingly, there can be no assurance that any additional funds will be available to us to allow us to cover our expenses.

 

 

Three Months Ended September 30, 2015 compared to the Three Months Ended September 30, 2014

 

The following table summarizes the results of our operations during the three months ended September 30, 2015 and 2014, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current year’s three month period to the prior year’s three month period:

 

		Three Months Ended:
		9/30/15				9/30/2014				Variance				Percentage
Revenue		$	77			$	89			$	(12	)			-13.48	%
Operating expenses			6,313				27,268				(20,955	)			-76.85	%
Net Loss		$	(7,095	)		$	(28,183	)		$	21,088				-74.83	%
Loss per share of common stock			(0.00	)			(0.00	)			0.00				-74.83	%

 

The variance between the net loss of $7,095 for the three months ended September 30, 2015 compared to the net loss of $28,183 for the same period in 2014 was primarily attributable to a decrease in inventory adjustment of $19,066 and a decrease in professional fees of $2,085.

 

Nine Months Ended September 30, 2015 compared to the Nine Months Ended September 30, 2014

 

The following table summarizes the results of our operations during the nine months ended September 30, 2015 and 2014, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current year’s nine month period to the prior year’s nine month period:

 

		Nine Months Ended:
		9/30/15				9/30/2014				Variance				Percentage
Revenue		$	115			$	303			$	(188	)			-62.05	%
Operating expenses			20,706				95,926				(75,220	)			-78.41	%
Net Loss		$	(22,878	)		$	(97,511	)		$	74,633				-76.54	%
Loss per share of common stock			(0.00	)			(0.00	)			0.00				-76.54	%

 

The variance between the net loss of $22,878 for the nine months ended September 30, 2015 compared to the net loss of $97,511 for the same period in 2014 was primarily attributable to a decrease in professional fees of $56,853 and a decrease in inventory adjustment of $19,066.

 

Commitment and Contingencies

 

None.

 

Off-Balance Sheet Arrangements

 

At September 30, 2015, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have had or are likely to have a material current or future effect on our financial statements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company are detected.

 

Changes in Internal Control over Financial Reporting

 

There has been no change since December 31, 2013 in our internal control over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the three months ended September 30, 2015, or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

During the period covered by this Report, we have not sold any of our securities that were not registered under the Securities Act.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following financial information from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at September 30, 2015 and December 31, 2013; (ii) Unaudited Condensed Consolidated Statement of Operations for the three and six months ended September 30, 2015 and 2013 and from inception (May 11, 2010) to September 30, 2015; (iii) Unaudited Condensed Statement of Cash Flows for the six months ended September 30, 2015 and 2013 and from inception May 11, 2010 to September 30, 2015; and (v) Notes to Unaudited Condensed Financial Statements, tagged as blocks of text.

 

* Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Empire Global Gaming, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

SIGNATURES

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

	EMPIRE GLOBAL GAMING, INC.
Dated: November 12, 2015	By	/s/ Nicholas Sorge, Sr.
		Nicholas Sorge, Sr.
		Chief Executive Officer and President and Director
Dated: November 12, 2015	By	/s/ Dolores Marsh
		Dolores Marsh
		Chief Financial Officer, Controller,
		Secretary/Treasurer and Director

 

 

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