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EX-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. - Empire Global Gaming, Inc.f10q0912ex32i_empireglobal.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER FILED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Empire Global Gaming, Inc.f10q0912ex31i_empireglobal.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER FILED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Empire Global Gaming, Inc.f10q0912ex31ii_empireglobal.htm
EX-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. - Empire Global Gaming, Inc.f10q0912ex32ii_empireglobal.htm


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, 2012

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  T 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 T 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
T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £ No T

There were 50,801,000 shares of common stock outstanding as of November 12, 2012.
 


 
 
 
 
 
 
TABLE OF CONTENTS
_________________
   
Page
PART I - FINANCIAL INFORMATION
 
     
ITEM 1.  
FINANCIAL STATEMENTS
3 - 8
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
9
ITEM 3. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10
ITEM 4  
CONTROLS AND PROCEDURES
11
     
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
12
ITEM 6.  
EXHIBITS
12
SIGNATURES
13
EXHIBITS     
 
 
 
 
 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EMPIRE GLOBAL GAMING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
   
(Audited)
 
ASSETS
 
             
CURRENT ASSETS:
           
Cash
  $ 31,253     $ 111,207  
Accounts receivable
    3,799       2,793  
Inventory
    26,456       19,357  
Prepaid legal fees
    -       3,624  
    Total current assets
    61,508       136,981  
                 
          Total assets
  $ 61,508     $ 136,981  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
CURRENT LIABILITIES:
               
Accounts payable
  $ 3,883     $ -  
Sales tax payable
    474       -  
     Total current liabilities and total liabilities
    4,357       -  
                 
STOCKHOLDERS' EQUITY:
               
Common stock: $0.001 par value; 980,000,000 authorized, 50,801,000 shares issued and outstanding as of September 30, 2012 and December 31, 2011
    50,801       50,801  
Additional paid-in capital
    345,599       345,599  
Deficit accumulated during development stage
    (339,249 )     (259,419 )
     Total stockholders' equity
    57,151       136,981  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 61,508     $ 136,981  
 
See accompanying notes to Financial Statements.

 
3

 

EMPIRE GLOBAL GAMING, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)

               
From inception
 May 11, 2010
to
September 30, 2012
 
   
For the three months ended
   
For the nine months ended
     
   
September 30,
2012
   
September 30,
2011
   
September 30,
2012
   
September 30,
2011
     
                               
REVENUES
  $ 3,780     $ -     $ 6,127     $ -     $ 8,920  
                                         
COST OF GOODS SOLD
    1,132       -       3,305       -       6,098  
                                         
GROSS PROFIT
    2,648       -       2,822       -       2,822  
                                         
GENERAL & ADMINISTRATIVE EXPENSES:
                                       
  Advertising and promotion
    -       -       560       -       560  
  Bank service charges
    220       11       242       44       636  
  Business licenses and permits
    -       -       575       750       14,054  
  Compensation expense
    -       -       -       -       89,320  
  Computer and internet expense
    787       -       1,873       909       8,984  
  Credit card fees
    248       202       874       632       1,786  
  Dues and subscriptions
    -       762       -       762       762  
  Meals and entertainment
    -       76       -       189       489  
  Office supplies
    35       426       3,921       536       5,789  
  Postage and delivery
    -       22       21       40       153  
  Printing and reproduction
    -       600       -       2,507       3,058  
  Professional fees
    21,522       25,266       74,020       88,856       211,556  
  Travel expense
    -       4,899       -       4,899       4,233  
  Utilities
    189       -       566       -       691  
TOTAL GENERAL & ADMINISTRATIVE EXPENSES
    23,001       32,264       82,652       100,124       342,071  
                                         
NET LOSS
  $ (20,353 )   $ (32,264 )   $ (79,830 )   $ (100,124 )   $ (339,249 )
                                         
Net loss per common share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )
                                         
Weighted average of common shares outstanding
    50,801,000       50,766,000       50,801,000       50,340,286       50,202,754  
 
See accompanying notes to Financial Statements.
 
 
4

 
 
EMPIRE GLOBAL GAMING, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)

                           
From inception
 
   
For the three months ended
   
For the nine months ended
   
May 11, 2010 to
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
 
Cash Flows from Operating Activities:
                             
Net Loss
  $ (20,353 )   $ (32,264 )   $ (79,830 )   $ (100,124 )   $ (339,249 )
Adjustments to reconcile net loss to net cash from operating activities:
                                       
Stock for services
    -       -       -       -       49,000  
(Increase)/decrease in:
                                       
Accounts receivable
    (3,799 )     -       (1,006 )     -       (3,799 )
Inventory
    9,297       -       (7,098 )     -       (4,306 )
Prepaid legal fees
    -       (8,199 )     3,623       (8,199 )     -  
Increase/(decrease) in:
                                       
Accounts payable
    (4,087 )     (3,349 )     3,883       (18,167 )     3,883  
Sales tax payable
    474       -       474       -       474  
Net cash used in operating activities
    (18,468 )     (43,812 )     (79,954 )     (126,490 )     (293,997 )
                                         
Cash Flows From Financing Activities:
                                       
Proceeds from issuance of common stock
    -       65,000       -       195,250       325,250  
Net cash provided by financing activities
    -       65,000       -       195,250       325,250  
                                         
NET INCREASE (DECREASE) IN CASH
    (18,468 )     21,188       (79,954 )     68,760       31,253  
CASH AT BEGINNING OF THE PERIOD
    49,721       111,866       111,207       64,294       -  
CASH AT THE END OF THE PERIOD
  $ 31,253     $ 133,054     $ 31,253     $ 133,054     $ 31,253  
                                         
Non-Cash Transactions:
                                       
Contributed inventory
  $ -     $ -     $ -     $ -     $ 22,150  
Stock issued for services
  $ -     $ -     $ -     $ -     $ 49,000  
 
See accompanying notes to Financial Statements.
 
 
5

 
 
EMPIRE GLOBAL GAMING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(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 months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  For further information, refer to the financial statements and footnotes thereto for the period from inception (May 11, 2010) to December 31, 2011.

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 September, 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. 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 developed a pick 3 lotto evaluation and analysis program, and started a new website www.lottopick3.com.   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.  

The Company has net losses consisting of pre-operating and start-up expenses, of $339,249 from May 11, 2010 to September 30, 2012. The Company’s Common Stock is listed under the symbol “EPGG.”. There can be no assurance that its Common Stock will ever develop a market.
 
 
6

 

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

The Company currently has limited operations in accordance with Financial Accounting Standard Board Codification (“FASB ASC”) Development Stage Entities topic. The Company has been in the development stage since its formation.  The accompanying financial statements have been prepared in accordance with authoritative guidance for development stage entities.  A development stage entity is one in which planned principal operations has not commenced or if its operations have commenced, there has been no significant revenues there from.

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, is considered a development stage Company, has experienced recurring net operating losses, had a net loss of $20,353 for the three months ending September 30, 2012 and $339,249 for the period from inception (May 11, 2010) to September 30, 2012, and working capital of $57,151 at September 30, 2012.  These factors 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 continue to implement our business plan to continue operations.

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. 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.

 
7

 
 
NOTE 4.  SUBSEQUENT EVENTS

Management evaluated all activity of the Company through the issue date of the Financial Statements and noted that no subsequent events that would have a material impact on the financial statements as of and for the period ended September 30, 2012.
 
NOTE 5.  RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2012, the Company sold $5,971 of inventory to Pallets-R-Us, a company owned by one of our executive officers and a founding shareholder.  During the year ended December 31, 2011, the Company sold $2,793 of inventory to Pallets-R-Us and Premium Mulch & Material, companies owned by one of our executive officers and a founding shareholder.
 
 
8

 
 
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.

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 (which require such approvals).  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.

We also maintain a website, www.lottopick3.com, which provides lotto pick 3 evaluation and analysis materials.

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 has the necessary working capital to support existing operations through 2012.  Our primary capital source will be cash flow from operations and cash on hand, as we anticipate reaching profitability in 2012.    We are seeking to develop and market our patented technologies, as well as manufacture and sell gaming equipment that will generate cash from operations.
 
For the remainder of the fiscal year ending December 31, 2012, we anticipate incurring a loss as a result of continued expenses associated with compliance with the reporting requirements of the Exchange Act.
 
Plan of Operations
 
During the remainder of the fiscal year ending December 31, 2012, we plan to continue with efforts to: market the patented technologies: market our new website that provides pick 3 lotto evaluation and analysis program; and 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.
 
 
9

 

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, 2012 Compared to September 30, 2011
 
The following table summarizes the results of our operations during the three months ended September 30, 2012 and 2011, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current three month period to the prior three month period:
 
 
 
9/30/12
   
9/30/11
             
 
 
(unaudited)
   
(unaudited)
   
Variance
   
Percentage
 
Revenues – related party
    3,497       -       3,497       100 %
Cost of Goods Sold
    1,132       -       1,132       100 %
Operating expenses
    23,001       32,264       (9,263 )     40 %
Net loss
    (20,353 )     (32,264 )     (11,911 )     59 %
Loss per share of common stock
  $ 0.00     $ 0.00                  

We recorded a net loss of $20,353 for the three months ended September 30, 2012 as compared with a net loss of $32,264 for the three months ended September 30, 2011. The decrease in net loss was primarily attributable to a decrease in legal and professional fees.

Commitment and Contingencies

None.

Off-Balance Sheet Arrangements
 
At September 30, 2012, 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.
 
 
10

 

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, 2011 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, 2012, 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.
 
 
11

 
 
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 for the quarter ended September 30, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets at September 30, 2012 and December 31, 2011; (ii) Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2012 and September 30, 2011 and from inception (May 11, 2010) to September 30, 2012; (iii) Unaudited Condensed Statement of Cash Flows for the three months ended September 30, 2012 and September 30, 2011 and from inception May 11, 2010 to September 30, 2012; 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.
 
 
12

 

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, 2012
     
 
By
 /s/ Nicholas Sorge, Sr.
 
   
Nicholas Sorge, Sr.
Chief Executive Officer and President and Director
 
       
Dated:           November 12, 2012
By  
/s/ Dolores Marsh
 
   
Dolores Marsh
Chief Financial Officer, Controller,
Secretary/Treasurer and Director
 
 
 
 13