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 has been the major source of earning revenues 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 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
As of December 5, 2018, Nicholas Sorge, Sr. was the President and Director and Dolores Marsh was the Chief Financial Officer, Secretary and Director. On December 6, 2018, the Board of Directors approved and authorized the appointment of A. Stone Douglass as Chief Executive Officer, Secretary and Chairman of the Board of Directors. Nicholas Sorge Sr. remains the President and a Director, as well as the interim Chief Financial Officer. Dolores Marsh stepped down as an officer and Director of the Company. We have not employed additional people either on a full time or part time basis.
Corporate Information
Our principal executive offices are located at 200 South Service Road, Ste 100, Roslyn Heights, NY 11577. Our telephone number is 631-769-4222.
Item 1A.
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.
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.
Item 2. Description of Property.
The Company has office space at 200 South Service Road, Ste 100, Roslyn Heights, NY 11577 which is provided at no cost to the Company by our President, Nicholas Sorge, Sr.
Item 3.
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.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
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.
Item 6. Selected Financial Data.
As a “smaller reporting company, the Company is not required to provide this information.
Item 7.
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 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.
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.
Results of Operations
Year ended December 31, 2019 Compared to the year ended December 31, 2018
Revenues
The Company did not generate revenues for the years ending December 31, 2019 and 2018.
General and Administrative Expenses
During the year ended December 31, 2019, general and administrative expenses were $33,701, consisting primarily of professional fees, as compared to $220,315 for year ended December 31, 2018. The decrease of $186,614 was primarily due to stock compensation expense of $200,000 in 2018.
Interest Expense
During the year ended December 31, 2019, interest expense was $9,169 as compared to $6,390 for year ended December 31, 2018. The increase of $2,779 was primarily due to an increase in accrued interest due to additional proceeds from third parties.
Net Loss
Our net loss was $42,870 for the year ended December 31, 2019 as compared to a loss of $226,705 for the year ended December 31, 2018. The increase is primarily due to the reasons referred to above.
Liquidity and Capital Resources
As of December 31, 2019, we had a stockholders’ deficit of $238,056 and negative working capital of $238,056 compared to stockholders’ deficit of $195,186 and negative working capital of $195,186 at December 31, 2018. Cash was $3,113 as of December 31, 2019, as compared to $10 at December 31, 2018. This decrease in our working capital was primarily attributable to the increase of cash of $3,103, the increase in accrued interest due of $4,997, the increase in accounts payable and accrued expenses of $2,130, an increase in notes payable - related parties of $8,373 and an increase in notes payable of $30,473. The net loss for the year ended 2019 was primarily due to professional fees of $29,261.
Net cash used in operations during 2019 was $31,570 compared with $20,336 used in operations during 2018. Cash used in operations during 2019 was primarily due to the net loss in the period and changes in current liabilities.
Net cash provided by financing activities was $34,673 in 2019 and $18,600 in 2018, which was the result of proceeds from notes payable.
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 $238,056 and stockholders’ deficit of $238,056 at December 31, 2019. 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.
The Company’s present plans, the realization of which cannot be assured, to overcome these difficulties include, but are not limited to, 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. Through capital influx from third party investors, the Company plans to spend on marketing for all current products to generate revenues, enter into license and royalty agreements with its patented products, as well as seek acquisitions that generate cash flows. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
Commitment and Contingencies
None.
Off-Balance Sheet Arrangements
None.
Item 7A.
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.
Item 8. Financial Statements and Supplementary Data.
Financial statements and supplementary data required by this Item 8 follow.
To the Board of Directors and
Stockholders of Empire Global Gaming, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Empire Global Gaming, Inc. (the Company) as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018 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.
Emphasis of a matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has generated minimal revenue since inception, has experienced recurring operating losses since inception and negative working capital of $238,056 and stockholders’ deficit of $238,056 at December 31, 2019. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Prager Metis CPAs, LLC
We have served as the Company’s auditor since 2018.
Hackensack, NJ
March 18, 2020
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
EMPIRE GLOBAL GAMING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. 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 highly liquid investments with original maturities of three months or less when purchased as cash equivalents. The Company had no cash equivalents as of December 31, 2019 and 2018. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. At December 31, 2019 and 2018, the Company had $0 over the insurable limit.
Basis of Presentation
The Company’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America.
EMPIRE GLOBAL GAMING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions which affect the reporting of assets and liabilities as of the dates of the financial statements and revenues and expenses during the reporting period. These estimates primarily relate to the sales recognition, allowance for doubtful accounts, inventory obsolescence and asset valuations. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed financial statements in the periods they are determined to be necessary.
Fair Value of Financial Instruments
Generally Accepted Accounting Principles (“GAAP”) requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value:
Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Revenue Recognition
The Company recognizes revenue under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
ASC 606 prescribes a five step process to achieve its core principle. The Company recognizes revenue from product sales as follows:
I. Identify the contract with the customer.
II. Identify the contractual performance obligations.
III. Determine the amount of consideration/price for the transaction.
IV. Allocate the determined amount of consideration/price to the contractual obligations.
V. Recognize revenue when or as the performing party satisfies performance obligations.
The consideration/price for the transaction (performance obligation(s)) is determined as per the invoice for the products.
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. The Company had no revenue in 2019 and 2018.
EMPIRE GLOBAL GAMING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of long lived assets
The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of FASB ASC 360-35, Property, Plant and Equipment, Subsequent Measurement (“ASC 360-35”). ASC 360-35 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Income Taxes
The Company utilizes the FASB 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, 2019 and 2018.
Stock Based Compensation
The Company follows FASB ASC 718, Compensation - Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity-based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
For the years ended December 31, 2019 and 2018, the Company had $0 and $200,000 in stock based compensation, respectively.
EMPIRE GLOBAL GAMING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Net Loss Per Common Share
The Company utilizes the guidance per ASC 260, Earnings Per Share. Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as of December 31, 2019 as it is anti-dilutive. There were no potentially dilutive common shares for the years ended December 31, 2019 and 2018.
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.
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 has generated minimal revenues since inception, has experienced recurring operating losses since inception and had negative working capital of $238,056 and stockholders’ deficit of $238,056 at December 31, 2019. Cash on hand will not be sufficient to cover debt repayments, and operating expenses for at least twelve months from the unaudited condensed balance sheet date. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from operations, any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.
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:
The Company had a net operating loss carryforward of approximately $1,159,456 and $1,116,586 for the years ended December 31, 2019 and 2018, of which $269,575 carryforward indefinitely and $889,881 carryforward 20 years. The net operating losses may be subject to limitations under Internal Revenue Code Section 382 should there be a 50% ownership change as determined under regulations.
The reconciliation of income tax rate at the U.S. statutory rate of 21% to the Company’s effective tax rate is as follows:
The Company files income tax returns in the United States. The Company has filed its U.S. federal return for the year ended December 31, 2019 in 2020, and as a result the U.S. federal returns for 2019, 2018 and 2017 will be considered as open tax years subject to examination. 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. NOTES PAYABLE - RELATED PARTY
The Company had notes payable to stockholders who are our president and former chief financial officer. The notes bear interest at 4% per annum and were due on December 31, 2018. One of these notes was paid in full in June 2019 (see below), and the other note was extended to December 31, 2020. The notes payable had an unpaid balance of $167,393 and $159,020 as of December 31, 2019 and 2018, respectively.
The Company borrowed $4,200 and $5,100 from stockholders during the years ended December 31, 2019 and 2018, respectively.
On June 6, 2019, the president of the Company assumed the debt of the former chief financial officer’s note totaling $29,273, of which $25,100 was principal and $4,173 was accrued interest. The former chief financial officer’s note was paid in full by the president and was added to his note balance.
The Company recorded interest expense of $6,583 and $6,275 for the years ended December 31, 2019 and 2018, respectively, for these notes payable. Accrued interest related to these notes payable were $24,972 and $22,561 as of December 31, 2019 and 2018, respectively.
NOTE 5. NOTES PAYABLE - OTHER
On December 1, 2018 the Company issued a grid note payable to a third party for $13,500 which was used for audit and legal fees. The note bears interest at 10% per annum and is due on December 31, 2019. This note has been extended to December 31, 2020. On April 23, 2019 the Company received additional proceeds of $1,956 which the Company used for filing fees. On August 5, 2019 the Company received additional proceeds of $8,799 which the Company used for filing fees. On September 10, 2019 the Company received additional proceeds of $2,000 which the Company used for working capital. On November 15, 2019 the Company received additional proceeds of $7,500 which the Company used for filing fees and working capital. The note payable had an unpaid principal balance of $33,755 and $13,500, and accrued interest of $2,115 and $115 as of December 31, 2019 and 2018, respectively.
On June 1, 2019, the Company issued a grid note payable to a third party for $10,118 which was used for audit and filing fees. The note bears interest at 10% per annum and is due on December 31, 2019. This note has been extended to December 31, 2020. On December 4, 2019 the Company received additional proceeds of $100 which the Company used to open a new bank account. The note payable had an unpaid principal balance of $10,218 and accrued interest of $586 as of December 31, 2019.
NOTE 6. EQUITY
Common Stock
On December 6, 2018, the Company approved the issuance of 200,000,000 shares of its common stock, par value $0.001, for the appointment of the Company’s Chief Executive Officer. The Company has recorded this transaction as Stock Compensation Expense at a value of $200,000, or $0.001 per share.
As of December 31, 2019 and 2018, the Company has 980,000,000 authorized shares of common stock, par value $0.001, of which 257,301,000 and 257,301,000 shares are issued and outstanding, respectively.
NOTE 7. SUBSEQUENT EVENTS
Management has evaluated all transactions and events after the balance sheet date through the date on which these financials were available to be issued, and except as already included in the notes to these unaudited condensed financial statements, has determined that no additional disclosures are required.
Item 9:
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:
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, 2019, 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.
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, 2019. 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, 2019.
The specific material weakness identified by the Company’s management as of December 31, 2019 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, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10:
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:
A. Stone Douglass has over 40 years’ experience as a CEO, Chairman and CFO of many private and public companies, including most recently Sealand Natural Resources, Inc., a producer of birch water and other alternative beverages, and P5 Systems, Inc., an on-line advertising and data company focusing on the cannabis space. Through his significant experience working with small and large companies, Mr. Douglass has an extensive understanding of executive management and project financing. Mr. Douglass has also been involved in numerous business merger and acquisition transactions. Mr. Douglass has held executive upper management and Director positions with companies such as Spy Optics, RedEnvelope, Vison America, and Piper Aircraft. Mr. Douglass graduated with a degree in Business from Fairleigh Dickinson University in 1970.
Nicholas Sorge, Sr. is the founder and current President and a 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.
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 2019.
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:
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
(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 $0.001 per share. We have made no provisions for cash compensation to its officers and directors. Management received 241,000,000 shares of common stock as compensation for contributing the business plan to the Company and for services. These 241,000,000 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.
(2)The shares awarded to A. Stone Douglass were issued to Perfetto Investment IDF, LLC, of which Mr. Douglass is the general partner.
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:
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, 2019, 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.
(1)The above table is based on 257,301,000 shares of Common Stock outstanding as of December 31, 2019.
(2)A. Stone Douglass is the Chief Executive Officer of the Company and the general partner of Perfetto Investment LLC.
(3)Nicholas Sorge, Sr. is the President and Director of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
We presently do not have any equity based or other long-term incentive programs.
Item 13.
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 $167,393 for monies to pay for various out of pocket expenses and to pay off a loan (see below). The loan was in the form of a note and due on December 31, 2019. This note was extended to December 31, 2020.
Dolores Marsh loaned the Company the sum of $25,100 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. On June 6, 2019, the Nicholas Sorge, Sr. assumed the debt of Dolores Marsh’s note totaling $29,273, of which $25,100 was principal and $4,173 was accrued interest. Dolores Marsh’s note was paid in full by Nicholas Sorge, Sr. and was added to his note balance.
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. Douglass nor Mr. Sorge are independent directors.
Item 14.
Item 14. Principal Accounting Fees and Services.
Audit Fees
The aggregate fees billed by Prager Metis CPA’s, LLC during the years ended December 31, 2019 and 2018 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 $9,000 and $12,000, respectively.
Audit-Related Fees
Prager Metis CPA’s, LLC did not provide and did not bill and it was not paid any fees for, audit-related services in the years ended December 31, 2019 and 2018.
Tax Fees
Prager Metis CPA’s, LLC 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, 2019 and 2018.
All Other Fees
Prager Metis CPA’s, LLC did not provide, and did not bill and were not paid any fees for, any other services in the fiscal years ended December 31, 2019 and 2018.
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 Prager Metis CPA’s, LLC during 2019 and 2018.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
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 30th day of March, 2020.
EMPIRE GLOBAL GAMING, INC.
By: /s/ A. Stone Douglass,
A. Stone Douglass,
Chief Executive Officer and Director
By: /s/ Nicholas Sorge, Sr.,
Nicholas Sorge, Sr.,
President 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/ A. Stone Douglass
Chief Executive Officer and Director
March 30, 2020
A. Stone Douglass
/s/ Nicholas Sorge, Sr.
President and Director
March 30, 2020
Nicholas Sorge, Sr.