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EX-32.1 - CERTIFICATION - Empire Global Gaming, Inc.f10k2015a1ex32i_empireglob.htm
EX-31.1 - CERTIFICATION - Empire Global Gaming, Inc.f10k2015a1ex31i_empireglob.htm
EX-32.2 - CERTIFICATION - Empire Global Gaming, Inc.f10k2015a1ex32ii_empireglob.htm
EX-31.2 - CERTIFICATION - Empire Global Gaming, Inc.f10k2015a1ex31ii_empireglob.htm

 

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Amendment No. 1) 

 

☒  Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2015

☐  Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period from _______________ to _______________

Commission File Number: 333-169531

EMPIRE GLOBAL GAMING, INC.

(Exact name of registrant as specified in its charter)

Nevada   27-2529852
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)
     
555 Woodside Avenue    
Bellport, New York 11713   11713
(Address of principal executive offices)   (Zip Code)

Issuer's telephone number, including area code: (877) 643-3200

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act:   None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  ☐   No 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes  ☒   No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒   No 

Indicate by check mark if disclosure of delinquent filers pursuant  to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

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 ☐

(Do not check if a smaller reporting company)

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

State issuer's revenues for its most recent fiscal year: $153

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (for purposes of this determination, only our Directors and Executive Officers have been deemed affiliates):  $325,220

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  57,301,000 shares of common stock as of April 14, 2016.

 

 

 

 

EXPLANATORY NOTE

This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission or the SEC on April 14, 2016, solely for the purpose of correcting the date on the Report of Independent Registered Public Accounting Firm.

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Empire Global Gaming, Inc.

Bellport, New York

 

We have audited the accompanying balance sheets of Empire Global Gaming, Inc. as of December 31, 2015 and 2014, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these 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. An audit also includes 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Empire Global Gaming, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for 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 disclosed in Note 2 to the financial statements, to date, the Company generated minimal revenues, has experienced recurring operating losses and had an accumulated deficit of $835,231 as of December 31, 2015 and had negative working capital of $24,011 at December 31, 2015.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards to these matters are described in Note 2. These financial statements do not include any adjustments that might result from this uncertainty.

 

 

Hackensack, New Jersey

April 14, 2016

 

  

 

PART IV

 

Item 15.  Exhibits and Financial Statement Schedules.

 

Exhibit No.   Description
     
31.1   Certification of Chief Executive Officer filed pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Act of 1933. 
     
31.2   Certification of Chief Financial Officer filed pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Act of 1933. 
     
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 Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

  

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of May 2016.

 

EMPIRE GLOBAL GAMING, INC.

 

By: /s/ Nicholas Sorge, Sr.,  
  Nicholas Sorge, Sr.,  
  President and Director  

 

By: /s/ Dolores Marsh  
  Dolores Marsh,  
  Chief Financial Officer, Secretary and Director  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

 

NAME    TITLE   DATE
         
/s/ Nicholas Sorge, Sr.   Principal Executive Officer, President and Director   May 4, 2016
Nicholas Sorge, Sr.        
         
/s/ Dolores Marsh    Chief Financial Officer, Secretary and Director   May 4, 2016
Dolores Marsh