UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter ended June 30, 2014

 

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 57,301,000 shares of common stock outstanding as of August 10, 2014.

 

 

 

TABLE OF CONTENTS

_________________

 

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

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

EMPIRE GLOBAL GAMING, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

 

		June 30				December 31,
		2014				2013
ASSETS
CURRENT ASSETS:
Cash		$	1,853			$	4,308
Inventory			19,067				19,067
Prepaid expenses			-				50,000
Total current assets			20,920				73,375
Property and equipment, net of accumulated depreciation of $2,000 and $1,600, respectively			2,000				2,400
Total assets		$	22,920			$	75,775
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	15,852			$	11,379
Total current liabilities			15,852				11,379
LONG TERM LIABILITIES:
Notes Payable - Stockholders			51,220				39,220
Total liabilities			67,072				50,599
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock: $0.001 par value; 980,000,000 authorized, 57,301,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013.			57,301				57,301
Additional paid-in capital			664,099				664,099
Deficit accumulated during development stage			(765,552	)			(696,224	)
Total stockholders' equity (deficit)			(44,152	)			25,176
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	22,920			$	75,775

 

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

 

 

EMPIRE GLOBAL GAMING, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

(UNAUDITED)

 

																		From
		For the three months				For the three months				For the six months				For the six months				inception May 11,
		ended June 30, 2014				ended June 30, 2013				ended June 30, 2014				ended June 30, 2013				2010 to June 30, 2014
REVENUES (See Note 4)
Sales		$	-			$	-			$	-			$	-			$	4,014
Related party sales			-				960				-				10,242				17,886
Lotto Pick 3.com Income			113				151				214				276				1,442
			113				1,111				214				10,518				23,342
COST OF GOODS SOLD			-				560				-				3,331				10,060
GROSS PROFIT			113				551				214				7,187				13,282
GENERAL & ADMINISTRATIVE EXPENSES			7,406				111,831				68,658				163,335				777,577
OPERATING LOSS			(7,293	)			(111,280	)			(68,444	)			(156,148	)			(764,295	)
OTHER INCOME (EXPENSE):
Interest expense			(788	)			(97	)			(884	)			(170	)			(1,257	)
Total other expense			(788	)			(97	)			(884	)			(170	)			(1,257	)
NET LOSS		$	(8,081	)		$	(111,377	)		$	(69,328	)		$	(156,318	)		$	(765,552	)
Net loss per common share - basic and diluted		$	(0.000	)		$	(0.002	)		$	(0.001	)		$	(0.003	)
Weighted average of common shares outstanding			57,301,000				57,290,560				57,301,000				54,063,707

  

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

 

EMPIRE GLOBAL GAMING, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

										From
		For the six months ended				For the six months ended				inception May 11, 2010 to
		June 30, 2014				June 30, 2013				June 30, 2014
Cash Flows from Operating Activities:
Net Loss		$	(68,637	)		$	(156,318	)		$	(764,861	)
Adjustments to reconcile net loss to net cash used in operation activities:
Inventory contributed by stockholder			-				3,331				-
Amortization of prepaid expenses paid by the issuance of common stock			50,000				(200,000	)			50,000
Common stock issued for services			-				325,000				324,000
Depreciation			400				400				2,000
Changes in operating assets and liabilities
Inventory			-				-				(19,067	)
Accounts payable and accrued expenses			3,782				3,242				15,161
Net cash used in operating activities			(14,455	)			(24,345	)			(392,767	)
Cash flows from Investing Activities:
Acquisition of Property and Equipment			-				-				(4,000	)
Net cash used in investing activities			-				-				(4,000	)
Cash flows from Financing Activities:
Proceeds from Notes Payable - Shareholders			12,000				19,600				51,220
Proceeds from issuance of common stock			-				-				347,400
Net cash provided by financing activities			12,000				19,600				398,620
NET INCREASE (DECREASE) IN CASH			(2,455	)			(4,745	)			1,853
CASH AT BEGINNING OF THE PERIOD			4,308				16,953				-
CASH AT THE END OF THE PERIOD		$	1,853			$	12,208			$	1,853
Non-Cash Transactions:
Contributed inventory		$	-			$	-			$	22,150
Prepaid expense resulting from stock issued for services		$	-			$	325,000			$	300,000

 

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

 

 

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 and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014 or any other period. For further information, refer to the financial statements and footnotes thereto for the year ending December 31, 2013, found on Form 10-K.

 

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

 

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

 

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 $(8,081) and $(69,328) for the three and six months ending June 30, 2014, respectively and $(765,552) for the period from inception (May 11, 2010) to June 30, 2014. These factors, amongst others, raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.

 

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.

 

NOTE 4. COMMON STOCK

 

In March 2013, the Company issued 6,000,000 shares of its common stock to three consultants and one attorney in exchange for services to be rendered.  The shares were valued at the estimated value of the services to be received and are being amortized over the respective terms of the consulting agreements.  During the six months ended June 30, 2014 and 2013, $50,000 and 75,000 was amortized and charged to operations, respectively.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2013, the Company borrowed $39,220 from a stockholder. The note bears interest at 4% per annum and is due on December 31, 2018.

 

During the six months ended June 30, 2014, the Company borrowed $12,000 from a stockholder. The note bears interest at 4% per annum and is due on December 31, 2018.

 

During the six months ended June 30, 2014 and 2013, the Company recorded $0 and $10,242, respectively in sales to stockholders of the Company. For the period from inception to June 30, 2014, total related party sales were $17,886.

 

NOTE 6.  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 June 30, 2014.

 

 

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

 

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

 

In General

 

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

 

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

 

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

 

Critical Accounting Estimates

 

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

 

Liquidity and Capital Resources

 

We believe that the Company currently does not have the necessary working capital to support existing operations through 2014 since the Company has had minimal revenues and net losses consisting of pre-operating and start-up expenses, of $765,552 from May 11, 2010 to June 30, 2014. Our primary capital source will be loans from stockholders. We are seeking to develop and market the patented technologies, manufacture and sell gaming equipment that will generate cash from operations.

 

For the remainder of the fiscal year ending December 31, 2014, we anticipate incurring a loss as a result of continued expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934.

 

Plan of Operations

 

During the remainder of the fiscal year ending December 31, 2014, we plan to continue with efforts to develop and market the patented technologies, a pick 3 lotto evaluation and analysis program, manufacture and sell gaming equipment that will generate cash from operations. We also plan to file all required periodic reports and to maintain our status as a fully-reporting company under the Exchange Act.

 

  

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

 

Three Months Ended June 30, 2014 compared to the Three Months Ended June 30, 2013

 

The following table summarizes the results of our operations during the three months ended June 30, 2014 and 2013, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current three month period to the prior three month period:

 

		6/30/14				6/30/13				Variance				Percentage
Revenue		$	113			$	1,111			$	(998	)			-89.83	%
Cost of goods sold			-				560				(560	)			-100.00	%
Operating expenses			7,406				111,831				(104,425	)			-93.38	%
Operating loss		$	(7,293	)		$	(111,280	)		$	103,987				-93.45	%
Loss per share of common stock			(0.000	)			(0.002	)			0.002				-93.37	%

 

The decrease in the operating loss of $(7,293) for the three months ended June 30, 2014 compared to the operating loss of $(111,280) for the same period in 2013 was primarily attributable to a decrease in consulting and legal fees of $95,000 and $9,000, respectively.

 

Six Months Ended June 30, 2014 compared to the Six Months Ended June 30, 2013

 

The following table summarizes the results of our operations during the six months ended June 30, 2014 and 2013, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current six month period to the prior six month period:

 

		6/30/14				6/30/13				Variance				Percentage
Revenue		$	214			$	10,518			$	(10,304	)			-97.97	%
Cost of goods sold			-				3,331				(3,331	)			-100.00	%
Operating expenses			68,658				163,335				(94,677	)			-57.96	%
Operating loss		$	(68,444	)		$	(156,148	)		$	87,704				-56.17	%
Loss per share of common stock			(0.001	)			(0.003	)			0.002				-58.57	%

 

The decrease in the operating loss of $(68,444) for the six months ended June 30, 2014 compared to the operating loss of $(156,148) for the same period in 2013 was primarily attributable to a decrease in consulting and legal fees of $70,000 and $20,000, respectively.

 

Commitment and Contingencies

 

None.

 

Off-Balance Sheet Arrangements

 

At June 30, 2014, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have had or are likely to have a material current or future effect on our financial statements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

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

 

Changes in Internal Control over Financial Reporting

 

There has been no change since December 31, 2013 in our internal control over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the three months ended June 30, 2014, or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS.

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

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

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101*

The following financial information from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at June 30, 2014 and December 31, 2013; (ii) Unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2014 and 2013 and from inception (May 11, 2010) to June 30, 2014; (iii) Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 2014 and 2013 and from inception May 11, 2010 to June 30, 2014; and (v) Notes to Unaudited Condensed Financial Statements, tagged as blocks of text.

 

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

 

 

SIGNATURES

 

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

 

	EMPIRE GLOBAL GAMING, INC.
Dated:   August 10, 2014
	By	/s/ Nicholas Sorge, Sr.
		Nicholas Sorge, Sr.
		Chief Executive Officer and President and Director

 

Dated:   August 10, 2014
	By	/s/ Dolores Marsh
		Dolores Marsh
		Chief Financial Officer, Controller, Secretary/Treasurer and Director

 

 

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