UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

for the fiscal year ended December 31, 2016

 

☐ 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: $218

 

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 13, 2017.

 

 

 

TABLE OF CONTENTS

 

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	3
ITEM 1B.	UNRESOLVED STAFF COMMENTS	3
ITEM 2.	PROPERTIES	3
ITEM 3.	LEGAL PROCEEDINGS	3
ITEM 4.	MINE SAFETY DISCLOSURES	3
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3
ITEM 6.	SELECTED FINANCIAL DATA	3
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	3
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	7
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	8
ITEM 9A.	CONTROLS AND PROCEDURES	8
ITEM 9B.	OTHER INFORMATION	9
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	10
ITEM 11.	EXECUTIVE COMPENSATION	13
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	15
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	15
ITEM 15.	EXHIBITS, FINANCIAL STATEMENTS SCHEDULES	16
SIGNATURES		17

 

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K (“Annual Report”), the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission (“SEC”) and public announcements that we have previously made or may subsequently make, include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements included or incorporated by reference in this Annual Report and those reports, statements, information and announcements address activities, events or developments that Empire Global Gaming, Inc. (hereinafter referred to as “we,” “us,” “our” or “Company”) expects or anticipates will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.

 

Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business 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.

 

 

PART I

 

ITEM 1. BUSINESS.

 

Overview

 

Empire Global Gaming, Inc. (the “Company,” “We” or “Our”) was incorporated under the laws of the State of Nevada on May 11, 2010 to participate in the worldwide gaming market.  We offer custom game manufacturing, gaming solutions, supplies and custom game marketing.  We provide consulting and advisory services to the gaming industry.  We hold exclusive licenses for proprietary Class II and Class III grade Table Games for use in the home and casinos, as well as the rights to several other innovative board, dice, card and electronic games for use in the home and casinos.

 

Lottopick3

 

 We have developed a website (www.lottopick3.com) which provides analytical data to consumers on several different lottery type games. This service is the source of major revenue for the Company. This program is not a gambling/consulting program. It is strictly an analysis program. We do not offer any advice one way or the other. It offers an in depth breakdown of all the previous numbers that have been drawn in all states that have the pick 3 games. The software breaks things down into all the possible categories and shows any types of trends that may occur. The program also comes with printable charts that show exactly which numbers fall under every category.

 

Casino Grade Games

 

We hold licenses for eight patented Class II and III Casino Grade Mechanical & 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).   We anticipate that these cards will be used in retail and casino sales.

 

Roulette

 

The Company has the exclusive rights through an exclusive license agreement to four U.S. Patents related to “roulette” that cover fourteen different roulette games via an Exclusive License Agreement granted by our President, Chief Executive Officer and Director (Mr. Nicholas Sorge Sr.), to market, sell, distribute and sublicense these patented roulette games.  We expect to license these games for royalties to casinos throughout the world after obtaining approval from the appropriate regulatory agency in each state or country, as is applicable.  We will also offer the casinos to purchase equipment with the new roulette game attributes and the table felt with the new number configurations from their own sources. We do not intend, at this time, to manufacture any equipment or products.

 

We intend to make application with the various prominent gaming control boards in the United States to obtain approval of the Company's licensed roulette games.    We had our Roulette games examined by a well respected and well known research firm in the gaming industry to verify certain aspects of our game.  Our New Balanced American and European Roulette Wheels and Layout with Digit-Bets was shown to beat the Standard American and European Roulette Wheels and Layout games in keeping the Fairness and Integrity of both Roulette games in all scenarios.  We have retained well known attorneys in the gaming space to advise us on the best methods of proceeding further with our proprietary Roulette.

 

Other Products

 

We are working on developing some of our patented games into video and slot machine terminals as well as computer and mobile devices.

 

The Company has 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.

 

Industry Overview

 

The domestic and global gaming markets have grown rapidly and consistently over most of the last decade despite some slowdown in the past three years due to the macroeconomic recession. This growth has generally brought increased social and political acceptance of legalized gaming throughout many diverse societies. The conventional wisdom that the gaming industry is recession-proof has been challenged over the last three years. However, recent economic pressures have prompted new efforts to legalize casino gaming and to liberalize gaming laws to fill fiscal gaps.  Furthermore, in the current environment, operators are pressured to extract the most out of existing operations by enhancing the competitiveness of their floor at minimal investment rather than deploying cash into new or expanded equipment or facilities. While historical U.S. trends suggest a resilient recovery will eventually be at hand, through our proprietary products, we expect to offer the casino operator products that will enhance the gaming machine’s productivity while simultaneously enhancing the customer’s playing experience.

 

 

Competition

 

The gaming business is highly competitive. The principal areas of competition are pricing, packaging, development of new products, and marketing campaigns. Our products compete with a wide range of games produced by a relatively large number of manufacturers, most of which have substantially greater financial, marketing, and distribution resources than we do.

 

Government Regulation

 

We are subject to regulation by governmental authorities in most jurisdictions in which we operate.  Gaming regulatory requirements vary from jurisdiction to jurisdiction, and obtaining licenses and findings of suitability for our officers, directors, and principal stockholders, registrations, and other required approvals with respect to us, our personnel, and our products are time consuming and expensive.  Generally, gaming regulatory authorities have broad discretionary powers and may deny applications for or revoke approvals on any basis they deem reasonable.  We have not yet obtained approvals that enable us to conduct our (gaming) business in any jurisdictions.  In the event a gaming jurisdiction determines that an officer, director, key employee, stockholder, or other personnel of our company is unsuitable to act in such a capacity, we will be required to terminate our relationship with such person or lose our rights and privileges in that jurisdiction.  This may have a materially adverse effect on us.  We may be unable to obtain all the necessary licenses and approvals or ensure that our officers, directors, key employees, affiliates, and certain other stockholders will satisfy the suitability requirements in each jurisdiction in which our products are sold or used.  The failure to obtain such licenses and approvals in one jurisdiction may affect our licensure and approvals in other jurisdictions.  In addition, a significant delay in obtaining such licenses and approvals could have a material adverse effect on our business prospects.

 

Board of Directors

 

Nicholas Sorge, Sr. is the President and Director and Dolores Marsh is the Chief Financial Officer, Secretary and Director. We have not employed additional people either on a full time or part time basis.

 

 

Corporate Information

 

Our principal executive offices are located at 555 Woodside Ave, Bellport, New York 11713.  Our telephone number is 877-643-3200.

 

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 this information.

 

Item 1B. Unresolved Staff Comments.

 

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

 

Item 2.    Description of Property.

 

The Company has office space at 555 Woodside Avenue, Bellport, New York 11713 which is provided at no cost to the Company by our President, Nicholas Sorge, Sr.

 

Item 3.    Legal Proceedings.

 

To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.

 

Item 4.    Mine Safety Disclosures.

 

Not applicable.

 

 

PART II

 

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

In October 2012 we were cleared by FINRA for an unpriced quotation on the OTC Bulletin Board under the symbol “EPGG.” There is no established public trading market for our common stock.  Our issued and outstanding common stock is held by approximately 57 holders of record.

 

We have not paid any cash dividends in the past. We anticipate that any earnings will be retained for development of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future dividends declared would be at the discretion of our board of directors and would depend on our financial condition, results of operations, contractual obligations, the terms of our financing agreements at the time a dividend is considered, and other relevant factors.

 

Item 6.    Selected Financial Data.

 

As a “smaller reporting company, the Company is not required to provide this information.

 

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the related notes included in this report. This discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below as well as those discussed elsewhere in this report. We disclaim any obligation to update information contained in any forward-looking statement.

 

General

 

We presently sell our ancillary gaming products in the United States but contemplate selling and leasing our products worldwide, in the future.  Although the Company has obtained the license for the manufacturing, sale, marketing and licensing of the four roulette patents, the Company has not developed or manufactured any products for license, lease or sale to casinos as of yet.  Although the Company is licensed to manufacturer patented roulette wheels and tables, it has no intention of doing so now or in the foreseeable future.  The licensed games will not be available for sale on our website until approved by the applicable Gaming Control Board.

 

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 principals 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.

 

 

Recent Accounting Pronouncements

 

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting.  The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), (ASU No. 2014-15), which requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU introduced a comprehensive, principles-based framework for recognizing revenue, and, when effective, will supersede the revenue recognition requirements in FASB ASC 605, Revenue Recognition, and virtually all industry-specific revenue recognition guidance in the FASB ASC. The ASU is intended to improve GAAP by providing a framework to address revenue recognition issues, creating more consistency and comparability of revenue recognition practices across entities and industries, and improving the usefulness of information provided to financial statement users through more robust disclosure requirements. Subsequent to the issuance of ASU 2014-09, the FASB issued a number of ASUs clarifying certain matters in ASU 2014-09. Those subsequent ASUs have the same effective dates as ASU 2014-09 (see discussion in the following paragraph).

 

In August 2015, the original effective dates of ASU 2014-09 were deferred by one year through the issuance of ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2014-09 (as revised) is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Early application is allowed, but no earlier than annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. Alternatively, the ASU can be applied to annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the year of initial adoption.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which makes targeted improvements in the recognition, measurement, presentation, and disclosure of financial instruments. ASU-2016-01 is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Generally, entities may adopt the provisions of the ASU earlier as of fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. However, the ASU allows entities the option to (1) adopt the presentation guidance in FASB ASC 825-10-45-5 through 45-7 regarding financial liabilities for which the fair value option is elected and (2) not disclose the information regarding the fair value of financial instruments set forth in FASB ASC 825-10-50 in financial statements of fiscal years or interim periods that have not yet been made available for issuance.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires the recognition of lease assets and lease liabilities on the balance sheet of lessees, along with the disclosure of key information about leasing arrangements. When effective, the ASU will supersede FASB ASC 840, Leases, and add Topic 842, Leases, to the FASB ASC. The ASU is effective for entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. In addition to replacing FASB ASC 840 with FASB ASC 842, the ASU amends and supersedes a number of other Topics throughout the FASB ASC.

 

Results of Operations

 

Year ended December 31, 2016 Compared to the year ended December 31, 2015

 

For the year ended December 31, 2016, we had fee income of $218, as compared to $153 in fee income for the year ended December 31, 2015.

 

Cost of Goods Sold

 

Cost of goods sold was $0 for the years ended December 31, 2016 and December 31, 2015. There is no cost of goods sold related to the fee income.

 

 

General and Administrative Expenses

 

During the year ended December 31, 2016, general and administrative expenses were $30,684, consisting primarily of professional fees, as compared to $28,618 for year ended December 31, 2015. The increase of $2,066 was primarily due to an increase in professional fees of $2,176.

 

 Net Loss

 

Our Net Loss was $35,127 for the year ended December 31, 2016 as compared to a loss of $31,666 for the year ended December 31, 2015. The decrease is primarily due to the reasons referred to above and an increase in interest expense of $1,460.

 

Liquidity and Capital Resources

 

As of December 31, 2016, we had a stockholders’ deficit of $148,958 and negative working capital of $18,138 compared to stockholders’ deficit of $113,831 and negative working capital of $24,011 at December 31, 2015. Cash was $2,239 as of December 31, 2016, as compared to $879 at December 31, 2015. This increase in our working capital was primarily attributable to the an increase of cash of $1,360, the increase in accrued interest due to directors of $4,661 and the decrease in accounts payable and accrued expenses of $9,174. The net loss for the year ended 2016 was primarily due to limited sales and professional fees of $25,650 and interest expense of $4,661.

 

In order to continue is a going concern; the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources 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.  

 

Net cash used in operations during 2016 was $38,840 compared with $27,541 used in operations during 2015.   Cash used in operations during 2016 was primarily due to the net loss in the period and changes in current liabilities.

 

Net cash provided by financing activities was $40,200 in 2016 and $25,900 in 2015, which was the result of proceeds from stockholders loans.

 

 

Commitment and Contingencies

 

None.

 

Off-Balance Sheet Arrangements

 

None.

 

Going Concern

 

Our auditors have issued a going concern opinion regarding our financial statements in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  The Company generated minimal revenues, has experienced recurring net operating losses since inception and had negative working capital of $18,138 and stockholders’ deficit of $148,958 at December 31, 2016.  Because of these factors, among others, our auditors have issued a going concern opinion on our audited financial statements that raises 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.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources 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 and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Item 7A. 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 this information.

 

Item 8.    Financial Statements and Supplementary Data.

 

Financial statements and supplementary data required by this Item 8 follow.

 

 

 

 

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, 2016 and 2015, 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, 2016 and 2015, 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, the Company generated minimal revenues, has experienced recurring operating losses since inception and had negative working capital of $18,138 and stockholders’ deficit of $148,958 at December 31, 2016.  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 13, 2017

 

 

EMPIRE GLOBAL GAMING, INC.

BALANCE SHEETS

 

		December 31,				December 31,
		2016				2015
ASSETS
CURRENT ASSETS:
Cash		$	2,239			$	879
Total current assets			2,239				879
Property and equipment, net of accumulated depreciation of $4,000 and $3,200, respectively			-				800
Total assets		$	2,239			$	1,679
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	10,114			$	19,288
Accrued interest - stockholders			10,263				5,602
Total current liabilities			20,377				24,890
LONG TERM LIABILITIES:
Notes Payable - Stockholders			130,820				90,620
Total liabilities			151,197				115,510
STOCKHOLDERS' DEFICIT:
Common stock: $0.001 par value; 980,000,000 authorized, 57,301,000 shares issued and outstanding as of December 31, 2016 and December 31, 2015.			57,301				57,301
Additional paid-in capital			664,099				664,099
Accumulated deficit			(870,358	)			(835,231	)
Total stockholders' deficit			(148,958	)			(113,831	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	2,239			$	1,679

 

See accompanying notes to Financial Statements.

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENTS OF OPERATIONS

 

		For the				For the
		year ended				year ended
		December 31, 2016				December 31, 2015
REVENUES		$	218			$	153
OPERATING EXPENSES:
General & administrative expenses			30,684				28,618
Total operating expenses			30,684				28,618
OPERATING LOSS			(30,466	)			(28,465	)
OTHER EXPENSE:
Interest expense - stockholders			(4,661	)			(3,201	)
Total other expense			(4,661	)			(3,201	)
LOSS BEFORE CREDIT FOR INCOME TAXES			(35,127	)			(31,666	)
CREDIT FOR INCOME TAXES			-				-
NET LOSS		$	(35,127	)		$	(31,666	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average of common shares outstanding - basic and diluted			57,301,000				57,301,000

 

See accompanying notes to Financial Statements.

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 

										Additional
		Common Stock								Paid-In				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance December 31, 2014			57,301,000			$	57,301			$	664,099			$	(803,565	)		$	(82,165	)
Net loss			-				-				-				(31,666	)			(31,666	)
Balance December 31, 2015			57,301,000				57,301				664,099				(835,231	)			(113,831	)
Net loss															(35,127	)			(35,127	)
Balance December 31, 2016			57,301,000			$	57,301			$	664,099			$	(870,358	)		$	(148,958	)

 

See accompanying notes to Financial Statements.

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENTS OF CASH FLOWS

 

		For the				For the
		year ended				year ended
		December 31, 2016				December 31, 2015
Cash Flows from Operating Activities:
Net Loss		$	(35,127	)		$	(31,666	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			800				800
Changes in operating assets and liabilities
Accrued interest - stockholders			4,661				3,201
Accounts payable and accrued expenses			(9,174	)			124
Net cash used in operating activities			(38,840	)			(27,541	)
Cash Flows from Financing Activities:
Proceeds from Notes Payable - Stockholders			40,200				25,900
Net cash provided by financing activities			40,200				25,900
NET INCREASE (DECREASE) IN CASH			1,360				(1,641	)
CASH AT BEGINNING OF THE YEAR			879				2,520
CASH AT THE END OF THE YEAR		$	2,239			$	879

 

See accompanying notes to Financial Statements.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

 

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

 

Business Description

 

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 June, 2010.  Empire Global Gaming, Inc. was founded to develop, manufacture and sell Class II & 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. 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. These patents are certified by Gaming Laboratories International to minimize any unfairness in the multi-number bets in roulette (American double 0 & 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.

 

The Company developed a website (www.lottopick3.com) which provides analytical data to consumers on several different lottery type games. This program is not a gambling/consulting program. It is strictly an analysis program. The website does not offer any advice one way or the other. It offers an in depth breakdown of all the previous numbers that have been drawn in all states that have the pick 3 games. The software breaks things down into all the possible categories and shows any types of trends that may occur.

 

Summary of Significant Accounting Policies

 

Cash

 

The Company considers all highly liquid investments with an original maturity of year end or less to be cash equivalents. Cash equivalents include cash on hand and cash in the bank.

 

Advertising

 

The Company expenses advertising when incurred.  The Company has incurred no advertising expenses for the years ended December 31, 2016 and 2015, respectively.

 

Basis of Presentation

 

The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. Effective December 31, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1.  BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  

 

Fair value of financial instruments

 

As required by the Fair Value Measurements and Disclosures Topic 820 of the Financial Accounting Standards Board  Accounting Standards Codification (“FASB ASC”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The carrying amounts for the Company’s accounts payable and accrued liabilities approximate fair value due to the short-term maturity of these instruments.

 

The three levels of the fair value hierarchy are described below:

 

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company does not have any assets or liabilities required to be measured at fair value on a recurring basis.

 

Revenue Recognition

 

The Company derives its revenue from sale of gaming products and from fees earned for the use of its online lottery number selecting application. The Company recognizes revenue from product sales only when there is persuasive evidence of an arrangement, delivery has occurred, the sale price is determinable and collectability is reasonably assured and from fees as paid for in an online transaction.

 

Inventory

 

Inventory consists of finished gaming products that were contributed by a shareholder of the Company and are valued at lower of market or acquisition cost.

 

Property and equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1.  BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Impairment of long lived assets

 

Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

 

Income Taxes

 

The Company utilizes the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740. “Income Tax” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been include in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacting tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company has adopted the provision of FASB ASC 740-10-05, “Accounting for Uncertainties in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC 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. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 

 

Financial and Concentrations Risk

 

The Company does not have any concentration or related financial credit risk as of December 31, 2016 and 2015.

 

We maintain cash balances at highly-rated financial institutions in various states. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2016 and 2015, we had no account balances over federally insured limits.

 

Stock Based Compensation

 

Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.

 

Stock based compensation for employees is accounted for using the Stock Based Compensation Topic of the FASB ASC.  We use the fair value method for equity instruments granted to employees and will use the Black Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1.  BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net Loss Per Common Share

 

Earnings per share are calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share.  Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. There were no potentially dilutive common shares for the year ended December 31, 2016 and 2015.

 

Recent Accounting Pronouncements

 

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting.  The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), (ASU No. 2014-15), which requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU introduced a comprehensive, principles-based framework for recognizing revenue, and, when effective, will supersede the revenue recognition requirements in FASB ASC 605, Revenue Recognition, and virtually all industry-specific revenue recognition guidance in the FASB ASC. The ASU is intended to improve GAAP by providing a framework to address revenue recognition issues, creating more consistency and comparability of revenue recognition practices across entities and industries, and improving the usefulness of information provided to financial statement users through more robust disclosure requirements. Subsequent to the issuance of ASU 2014-09, the FASB issued a number of ASUs clarifying certain matters in ASU 2014-09. Those subsequent ASUs have the same effective dates as ASU 2014-09 (see discussion in the following paragraph).

 

In August 2015, the original effective dates of ASU 2014-09 were deferred by one year through the issuance of ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2014-09 (as revised) is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Early application is allowed, but no earlier than annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. Alternatively, the ASU can be applied to annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the year of initial adoption.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which makes targeted improvements in the recognition, measurement, presentation, and disclosure of financial instruments. ASU-2016-01 is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Generally, entities may adopt the provisions of the ASU earlier as of fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. However, the ASU allows entities the option to (1) adopt the presentation guidance in FASB ASC 825-10-45-5 through 45-7 regarding financial liabilities for which the fair value option is elected and (2) not disclose the information regarding the fair value of financial instruments set forth in FASB ASC 825-10-50 in financial statements of fiscal years or interim periods that have not yet been made available for issuance.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires the recognition of lease assets and lease liabilities on the balance sheet of lessees, along with the disclosure of key information about leasing arrangements. When effective, the ASU will supersede FASB ASC 840, Leases, and add Topic 842, Leases, to the FASB ASC. The ASU is effective for entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. In addition to replacing FASB ASC 840 with FASB ASC 842, the ASU amends and supersedes a number of other Topics throughout the FASB ASC.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2.  GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company generated minimal revenues, has experienced recurring operating losses since inception and had negative working capital of $18,138 and stockholders’ deficit of $148,958 at December 31, 2016. 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. The Company will need to raise funds or implement its business plan to continue operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources 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 and eventually secure other sources of financing and attain profitable operations. 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.  INCOME TAXES

 

The components of the Company’s deferred tax asset are as follows:

 

		December 31, 2016				December 31, 2015
Net operating loss carry forward at 35%		$	304,625			$	292,331
Valuation allowance			-304,625				-292,331
Net deferred tax asset		$	-			$	-

 

The Company had a net operating loss carryforward of approximately $870,000 and $835,000 for the years ended December 31, 2016 and 2015, which expires between 2031 and 2036. 

 

The reconciliation of income tax rate at the U.S. statutory rate of 35% to the Company’s effective tax rate is as follows:

 

		2016				2015
US Statutory rate			35	%			35	%
Valuation allowance			-35	%			-35	%
Income tax provision			-				-

 

The Company files income tax returns in the United States.  The Company will file its U.S. federal return for the year ended December 31, 2016 in 2017. Once filed, the 2016 U.S. federal return and those for 2015 and 2014 will be considered as open tax years.  No tax returns are currently under examination by any tax authorities.  The Company has not accrued any additional interest or penalties for the delinquency of outstanding tax returns as the Company has incurred net losses in those periods still outstanding.

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 3.  INCOME TAXES (CONTINUED)

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.  Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

NOTE 4.  RELATED PARTY TRANSACTIONS

 

The Company had notes payable to directors who are our chief executive officer and chief financial officer. The notes bear interest at 4% per annum and are due on December 31, 2018. The notes payable had unpaid balance of $130,820 and $90,620 as of December 31, 2016 and 2015, respectively.

 

The Company borrowed $40,200 and $25,900 from directors during the years ended December 31, 2016 and 2015, respectively.

 

The Company recorded interest expense of $4,661 and $3,201 for these notes payable for the year ended December 31, 2016 and 2015, respectively and the balances of accrued interest were $10,263 and $5,602 as of December 31, 2016 and 2015, respectively.

 

NOTE 5.  SUBSEQUENT EVENTS

 

The Company has evaluated all activity of the Company after December 31, 2016 through the issue date of the financial statement and determined that there was no subsequent events that would require disclosure in the financial statements.

 

 

Item 9:   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

There have been no changes in or disagreements with our certified public accountants on accounting matters or financial disclosure.

 

Item 9A:  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

(a) We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in our filings and submissions under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

We completed an evaluation under the supervision and with participation of our management, including our principal executive officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and Chief Financial Officer have concluded that as of December 31, 2016, such disclosure controls and procedures were not effective to provide the reasonable assurance described above.

 

(b) There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

 

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of our Company's consolidated subsidiaries.

 

Our management has conducted, with the participation of our CEO and CFO, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of December 31, 2016. Management’s assessment of internal control over financial reporting was conducted using the criteria set forth in Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on such evaluation, management identified deficiencies that were determined to be a material weakness.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Because of the material weakness described below, management concluded that our internal control over financial reporting was not effective as of December 31, 2016.

 

The specific material weakness identified by the Company’s management as of December 31, 2016 is described as follows:

 

●

The Company did not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States of America commensurate with the Company’s financial reporting requirements, which resulted in a number of internal control deficiencies that were identified as being significant. The Company’s management determined that the number and nature of these significant deficiencies, when aggregated, constituted a material weakness.

 

●

The Company lacks qualified resources to perform the internal audit functions properly. In addition, the scope and effectiveness of the Company’s internal audit function are yet to be developed.

 

●

We currently do not have an audit committee.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the most recent fiscal quarter ended December 31, 2016 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, Executive Officers And Corporate Governance

 

Identification of Officers and Directors

 

The current executive officers, key employees and directors of Empire Global Gaming, Inc. are as follows:

 

Name		Age				Position		Director Since
Nicholas Sorge, Sr.			53			President & Director		May 2010
Dolores Marsh			75			Secretary, Chief Financial Officer & Director		May 2010

 

Nicholas Sorge, Sr. is the founder and current President and Director of Empire Global Gaming, Inc. and has been since his appointment to the Board of Directors on May 11, 2010.  He personally created a revolutionary new system for roulette which led him to obtain U.S. Patents pertaining to roulette and other games.  He has licensed Empire Global Gaming, Inc. as the exclusive licensee for four of his patents covering fourteen roulette games.  For the past 28 years Mr. Sorge has served Pallets R Us, Inc. of Bellport, New York, as its President.  Pallets R Us, Inc. is an industrial pallet manufacturer servicing the tri-state area of New York, New Jersey, Connecticut and Pennsylvania since 1984.

 

Dolores Marsh is the current Secretary, Chief Financial Officer and Director of Empire Global Gaming, Inc. since May 11, 2010. Ms. Marsh is a native of New York and lives in Manhattan.  She graduated from NYU with a BA in Business.  She founded The Media Department of New York in 1980 and has served as its President and CEO for the past thirty years.  The Media Department of New York is a successful independent media planning and buying company with offices in midtown and downtown New York City.  The company works with national advertising agencies and clients offering them complete media capabilities.  Ms. Marsh is the aunt of Mr. Sorge.

 

No Involvement in Certain Legal Proceedings

 

During the past ten years, none of our executive officers/directors have been involved in any of the following:

 

	1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of  any officer or director, or any partnership in which any officer or director was a general partner at or within two years before the time of such filing, or any corporation or business association of which any officer or director was an executive officer at or within two years before the time of such filing;
	2.	No officer or director was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	No officer or director was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

 

	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment Company, bank, savings and loan association or insurance Company, or engaging in or continuing any conduct or practice in connection with such activity;
	ii.	Engaging in any type of business practice; or
	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

	4.	No officer or director was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) of this section, or to be associated with persons engaged in any such activity;
	5.	No officer or director was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
	6.	No officer or director was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
	7.	No officer or director was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

  

	i.	Any Federal or State securities or commodities law or regulation; or
	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8.

No officer or director was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

 

Section 16(A) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities to file with the SEC statements of ownership and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file.  We believe that all of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities complied with the applicable filing requirements during fiscal year 2016.

 

Code of Ethics

 

We have not adopted a formal code of ethics statement. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors and many of the persons employed by the Company are independent contractors, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.

 

Committees

 

Since we do not have an audit or nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

 

 

Item 11: Executive Compensation

 

The following table sets forth the cash and non-cash compensation paid by the Company to its President and all other executive officers for services rendered to date.  No salaries are being paid at the present time.  There were no grants of options or SAR grants given to any executive officers during the current fiscal year.

 

Summary Compensation Table

 

Name and principal position		Year				Salary				Bonus				Stock awards				Option awards				Non-equity incentive plan compensation				Change in pension value and nonqualified  deferred compensation earnings				All other compensation				Total
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Nicholas Sorge, Sr.			2010				0				0			$	40,000	(1)			0				0				0				0			$	40,000
President			2011				0				0				0				0				0				0				0				0
			2012				0				0				0				0				0				0				0				0
			2013				0				0				0				0				0				0				0				0
			2014				0				0				0				0				0				0				0				0
			2015				0				0				0				0				0				0				0				0
Dolores Marsh			2010				0				0			$	1,000	(1)			0				0				0				0			$	1,000
Chief Financial Officer			2011				0				0				0				0				0				0				0				0
			2012				0				0				0				0				0				0				0				0
			2013				0				0				0				0				0				0				0				0
			2014				0				0				0				0				0				0				0				0
			2015				0				0				0				0				0				0				0				0

 

(1)

Valuation of the shares granted to executives was based upon the fair value of the shares when granted pursuant to FASB ASC Topic 718.  Shares were granted and delivered at the time of the incorporation of the Company and were for services rendered to the Company in the development of the business plan and for services to the Company in the performance of duties as officers and directors of the Company.  The shares were valued at $.001 per share.  We have made no provisions for cash compensation to its officers and directors.   Management received 41,000,000 shares of common stock as compensation for contributing the business plan to the Company and for services. These 41,000,000 shares have been accepted as full compensation for management’s services for the first year of operation. The amounts listed in the Stock Awards column above have been calculated based upon the aggregate grant date value computed in accordance with FASB ASC Topic 718.

 

Employment Contracts

 

We currently have no employment agreements or compensatory plan or arrangement in effect with our officer/director.

 

Compensation Arrangements of Services Provided as a Director

 

We have no arrangements with our directors for compensation regarding service on the board nor has either of our directors received any compensation for service on our board during the last fiscal year.

 

 

Item 12: Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters

 

The following table presents certain information regarding beneficial Ownership of Empire Global Gaming, Inc.’s Common Stock as of December 31, 2016, by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each named Executive Officer, and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person in the table has sole voting and investment power as to the shares shown.

 

Name and Address of Beneficial Owner		Number of Shares Beneficially  Owned				Percentage of Shares Beneficially  Owned (1)
Nicholas Sorge, Sr. (2) 555 Woodside Ave. Bellport New York 11713			40,000,000				69.8	%
Dolores Marsh (3) 555 Woodside Ave. Bellport New York 11713			1,040,000				1.8	%
Officers and Directors as a Group			41,040,000				71.6	%

 

(1)	The above table is based on 57,301,000 shares of Common Stock outstanding.
(2)	Nicholas Sorge, Sr. is the President and Director of the Company.  Mr. Sorge is the nephew of Dolores Marsh.
(3)	Dolores Marsh is the Secretary, Chief Financial Officer and Director of the Company. Ms. Marsh is the aunt of Mr. Sorge.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We presently do not have any equity based or other long-term incentive programs.

 

 

Item 13.  Certain Relationships And Related Transactions, and Director Independence.

 

Transactions with Management and Others

 

Since the beginning of the 2012 fiscal year, the following transactions, series of similar transactions, currently proposed transactions, or series of currently proposed similar transactions, to which we were or are to be a party, in which the amount involved exceeded either $120,000 or one percent of the average of our total assets at the year end of our last two fiscal years, whichever is less, and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than five percent of our Common Stock, or any member of the immediate family of any of the foregoing persons is a party is as follows:

 

Nicholas Sorge, Sr. loaned the Company the sum of $106,720 for monies to pay for various out of pocket expenses. The loan was in the form of a note and due on December 31, 2018.

 

Dolores Marsh loaned the Company the sum of $24,100 for monies to pay for various out of pocket expenses. The loan was in the form of a note and due on December 31, 2018.

 

Director Independence

 

Our common stock is not listed for trading on any national securities exchange, and as such we are not otherwise subject to the requirements of any national securities exchange or an inter-dealer quotation system with respect to the need to have a majority of our directors be independent.

 

In the absence of such requirements, we have elected to use the definition for “director independence” under the Nasdaq Stock Market’s listing standards, which defines an “independent director” as “a person other than an officer or employee of us 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.”  The definition further provides that, among others, employment of a director by us (or any parent or subsidiary of ours) at any time during the past three years is considered a bar to independence regardless of the determination of our Board of Directors.

 

Our Board of Directors has determined that neither Mr. Sorge nor Ms. Marsh are independent directors.

 

Item 14.  Principal Accounting Fees and Services.

 

Audit Fees

 

The aggregate fees billed by Paritz & Company, P.A. during the years ended December 31, 2016 and 2015 for professional services for the audit of our financial statements and the review of financial statements included in our Forms 10-Q and SEC filings were $11,535 and $8,785, respectively.

 

Audit-Related Fees

 

Paritz & Company, P.A. did not provide and did not bill and it was not paid any fees for, audit-related services in the years ended December 31, 2016 and 2015.

 

Tax Fees

 

Paritz & Company, P.A. did not provide, and did not bill and was not paid any fees for, tax compliance, tax advice, and tax planning services for the years ended December 31, 2016 and 2015.

 

All Other Fees

 

Paritz & Company, P.A. did not provide, and did not bill and were not paid any fees for, any other services in the fiscal years ended December 31, 2016 and 2015.

 

Audit Committee Pre-Approval Policies and Procedures

 

The entire Board of Directors, acting as the Audit Committee shall pre-approve all audit engagement fees and terms and pre-approve any other significant compensation to be paid to the independent registered public accounting firm.  No other significant compensation services were performed for us by Paritz & Company, P.A. during 2016 and 2015.

 

 

PART IV

 

Item 15.  Exhibits and Financial Statement Schedules.

 

Exhibit No.		Description
3.1 (1)		Articles of Incorporation.
3.2 (1)		ByLaws.
4.1 (1)		Specimen Stock Certificate.
10.1 (1)		License Agreement dated May 12, 2010 between the Company and Nicholas M. Sorge Sr.
31.1 (2)		Certification of Chief Executive Officer filed pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Act of 1933.
31.2 (2)		Certification of Chief Financial Officer filed pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Act of 1933.
32 (2)		Certification of Chief Executive Officer and 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.
101*		The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Unaudited Condensed Consolidated Statement of Operations; (iii) Unaudited Statement of Stockholders’ Equity; (iv) Unaudited Condensed Statement of Cash Flows for; and (v) Notes to Unaudited Condensed Financial Statements, tagged as blocks of text.

 

(1)	Filed with the Registrant’s Registration Statement on Form S-1 filed September 22, 2010 and incorporated herein by reference.
(2)	Filed herewith.

  

* 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

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of April, 2017.

 

	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		April 13, 2017
Nicholas Sorge, Sr.		Director
/s/ Dolores Marsh		Chief Financial Officer, Secretary and		April 13, 2017
Dolores Marsh		Director

 

 

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