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 March 31, 2017

 

Commission File Number: 333-169531

 

EMPIRE GLOBAL GAMING, INC .

(Exact name of registrant as specified in its charter)

 

Nevada   27-2529852
(State or jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification Number)
     

555 Woodside Avenue

Bellport, New York 11713

 

 

11713

(Address of principal executive offices)   (Zip code)

 

(877) 643-3200

(Registrant’s telephone number, including area code)

 

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

 

Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

There were 57,301,000 shares of common stock outstanding as of May 8, 2017.

 

 

 

 

 

  

TABLE OF CONTENTS

 

 

 

    Page(s)
PART I - FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS 1 - 5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6 - 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 7
ITEM 4  CONTROLS AND PROCEDURES 7
     
PART II - OTHER INFORMATION    
     
ITEM 1. LEGAL PROCEEDINGS 8
ITEM 1A.  RISK FACTORS 8
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 8
ITEM 4. MINE SAFETY DISCLOSURES 8
ITEM 5. OTHER INFORMATION 8
ITEM 6. EXHIBITS 8
SIGNATURES 9
EXHIBITS

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

EMPIRE GLOBAL GAMING, INC.

BALANCE SHEETS

(Unaudited)

 

    March 31,     December 31,  
    2017     2016  
ASSETS      
             
CURRENT ASSETS:            
Cash   $ 10,766     $ 2,239  
Total current assets     10,766       2,239  
                 
Property and equipment, net of accumulated depreciation of $4,000 and $4,000, respectively     -       -  
                 
Total assets   $ 10,766     $ 2,239  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
CURRENT LIABILITIES:                
Accounts payable and accrued expenses   $ 2,068     $ 10,114  
Accrued interest - stockholders     11,571       10,263  
Total current liabilities     13,639       20,377  
                 
LONG TERM LIABILITIES:                
Notes Payable - Stockholders     148,920       130,820  
                 
Total liabilities     162,559       151,197  
                 
STOCKHOLDERS' DEFICIT:                
Common stock: $0.001 par value; 980,000,000 authorized, 57,301,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016.     57,301       57,301  
Additional paid-in capital     664,099       664,099  
Accumulated deficit     (873,193 )     (870,358 )
Total stockholders' deficit     (151,793 )     (148,958 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 10,766     $ 2,239  

 

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

 

  1  

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENT OF OPERATIONS

(Unaudited)

 

    For the three     For the three  
    months ended     months ended  
    March 31,
2017 		    March 31,
2016 		 
             
             
REVENUES   $ 32     $ 74  
                 
OPERATING EXPENSES:                
General & administrative expenses     1,559       8,565  
Total operating expenses     1,559       8,565  
                 
OPERATING LOSS     (1,527 )     (8,491 )
                 
OTHER EXPENSE:                
Interest expense - stockholders     (1,308 )     (954 )
Total other expense     (1,308 )     (954 )
                 
NET LOSS BEFORE PROVISION FOR INCOME TAXES     (2,835 )     (9,445 )
                 
INCOME TAXES     -       -  
                 
NET LOSS   $ (2,835 )   $ (9,445 )
                 
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  

 

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

 

  2  

 

 

EMPIRE GLOBAL GAMING, INC.

STATEMENT OF CASH FLOWS

(Unaudited)

 

    For the three     For the three  
    months ended     months ended  
    March 31,
2017 		    March 31,
2016 		 
Cash Flows from Operating Activities:            
Net Loss   $ (2,835 )   $ (9,445 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation     -       800  
Changes in operating assets and liabilities                
Accrued interest - stockholders     1,308       3,201  
Accounts payable and accrued expenses     (8,046 )     124  
Net cash used in operating activities     (9,573 )     (5,320 )
                 
Cash Flows from Financing Activities:                
Proceeds from Notes Payable - Stockholders     18,100       25,900  
Net cash provided by financing activities     18,100       25,900  
                 
NET INCREASE IN CASH     8,527       20,580  
CASH AT BEGINNING OF THE PERIOD     2,239       2,520  
CASH AT THE END OF THE PERIOD   $ 10,766     $ 23,100  

  

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

 

  3  

 

 

EMPIRE GLOBAL GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(Unaudited)

 

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

 

Basis of Presentation and Organization

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q. 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 March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The balance sheet at December 31, 2016 was derived from the audited financial statements included in the Company’s annual report on Form 10K for the year ended December 31, 2016. There interim financial statements should be read in conjunction with that report.

 

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.

 

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.  The Company 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. We 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.

 

Significant Accounting Policies

 

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.  

 

  4  

 

 

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

 

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.

 

Recent Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issues by the Financial Accounting Standards Board or other standard 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 either 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 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 $2,873 and stockholders’ deficit of $151,793 at March 31, 2017.  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.  RELATED PARTY TRANSACTIONS

 

The Company has notes payable to stockholders 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 $148,920 and $130,820 as of March 31, 2017 and December 31, 2016, respectively.

 

The Company borrowed $18,100 and $21,200 from stockholders during the three months ended March 31, 2017 and 2016, respectively.

 

The Company recorded interest expense of $1,308 and $954 for these notes payable for the three months ended March 31, 2017 and 2016, respectively and the balances of accrued interest were $11,571 and $10,263 as of March 31, 2017 and December 31, 2016, respectively.

 

NOTE 4. INCOME TAX

 

The Company has a net operating loss (“NOL”) carryforward of approximately $873,193 as of March 31, 2017, which expires between 2032 to 2036. 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 5.  SUBSEQUENT EVENTS

 

The Company has evaluated all activity of the Company after March 31, 2017 through the issue date of the financial statement and determined that there was no subsequent events that would require recognition or disclosure in the financial statements.

 

  5  

 

 

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 2017 since the Company has had minimal revenues and accumulated deficit of $873,193 through March 31, 2017. 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, 2017, 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, 2017, 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.

 

  6  

 

 

Three Months Ended March 31, 2017 compared to the Three Months Ended March 31, 2016

 

The following table summarizes the results of our operations during the three months ended March 31, 2017 and 2016, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current year’s three month period to the prior year’s three month period:

 

    Three Months Ended:  
    March 31,
2017 		    March 31,
2016 		    Variance     Percentage  
Revenue   $ 32     $ 74     $ (42 )     (56.76 )%
Operating expenses     1,559       8,565       (7,006 )     (81.80 )%
Interest expense - stockholders     1,308       954       354       37.11 %
Net Loss   $ 2,835     $ 9,445     $ (6,610 )     (69.98 )%
                                 
Loss per share of common stock     (0.00 )     (0.00 )     0.00          

 

The variance between the net loss of $2,835 for the three months ended March 31, 2017 compared to the net loss of $9,445 for the same period in 2016 was primarily attributable to a decrease in computer and internet expenses of $524, an increase in credit card fees of $86, a decrease in depreciation expense of $200, an increase in office supplies of $294, an decrease in professional fees of $6,680, an increase in utilities of $17 and an increase in interest expense of $355.

 

Commitment and Contingencies

 

None.

 

Off-Balance Sheet Arrangements

 

At March 31, 2017, 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 not 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, 2016 in our internal control over financial reporting identified in connection with the evaluation of disclosures controls and procedures discussed above that occurred during the period ended March 31, 2017, or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

  7  

 

 

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 March 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at March 31, 2017 and December 31, 2016; (ii) Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and 2016; (iii) Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2017 and 2016; 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.

 

  8  

 

 

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: May 8, 2017    
  By    /s/ Nicholas Sorge, Sr.
    Nicholas Sorge, Sr.
    Chief Executive Officer and President and Director
     
Dated: May 8, 2017    
  By       /s/ Dolores Marsh
    Dolores Marsh
    Chief Financial Officer, Controller,  Secretary/Treasurer and Director

 

 

9

 

 

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