Empire Global Gaming, Inc. - Quarter Report: 2012 March (Form 10-Q)
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, 2012
Commission File Number: 333-169531
EMPIRE GLOBAL GAMING, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
27-2529852
|
|
|
(State or jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
|
555 Woodside Avenue
Bellport, New York 11713
|
11713
|
|
|
(Address of principal executive offices)
|
(Zip code)
|
(877) 643-3200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes T No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes T No £.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer
|
£
|
Accelerated Filer
|
£
|
|
|
Non-Accelerated Filer
|
£
|
Smaller Reporting Company
|
T
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T
There were 50,781,000 shares of common stock outstanding as of May 14, 2012.
TABLE OF CONTENTS
_________________
|
Page
|
|
|
PART I - FINANCIAL INFORMATION
|
|
|
ITEM 1. FINANCIAL STATEMENTS
|
3 - 7
|
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
|
|
|
AND RESULTS OF OPERATIONS
|
8
|
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
9
|
|
ITEM 4 CONTROLS AND PROCEDURES
|
9
|
|
PART II - OTHER INFORMATION
|
|
|
ITEM 1. LEGAL PROCEEDINGS
|
10
|
|
ITEM 1A. RISK FACTORS
|
10
|
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
10
|
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
|
10
|
|
ITEM 4. MINE SAFETY DISCLOSURES
|
10
|
|
ITEM 5. OTHER INFORMATION
|
10
|
|
ITEM 6. EXHIBITS
|
10
|
|
SIGNATURES
|
11
|
| EXHIBITS | 12 |
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EMPIRE GLOBAL GAMING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
|
March 31,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash
|
$ | 87,165 | $ | 111,207 | ||||
|
Accounts receivable – related party
|
2,173 | 2,793 | ||||||
|
Inventory
|
19,227 | 19,358 | ||||||
|
Prepaid legal fees
|
- | 3,624 | ||||||
|
Total current assets and total assets
|
108,565 | 136,982 | ||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Accounts payable
|
$ | 6,742 | $ | - | ||||
|
Total current liabilities and total liabilities
|
6,742 | - | ||||||
|
STOCKHOLDERS' EQUITY:
|
||||||||
|
Common stock: $0.001 par value; 980,000,000 authorized,
|
||||||||
|
50,801,000 shares issued and outstanding
|
||||||||
|
as of March 31, 2012 and December 31, 2011
|
50,801 | 50,801 | ||||||
|
Additional paid-in capital
|
345,599 | 345,599 | ||||||
|
Deficit accumulated during development stage
|
(294,577 | ) | (259,418 | ) | ||||
|
Total stockholders' equity
|
101,823 | 136,982 | ||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 108,565 | $ | 136,982 | ||||
The accompanying notes are an integral part of these interim financial statements.
3
EMPIRE GLOBAL GAMING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
|
For the three months ended
|
From inception
|
|||||||||||
|
March 31,
|
March 31,
|
May 11, 2010 to
|
||||||||||
|
2012
|
2011
|
March 31, 2012
|
||||||||||
|
REVENUES – Related party
|
$ | 2,285 | $ | - | $ | 5,078 | ||||||
|
COST OF GOODS SOLD
|
2,173 | - | 4,966 | |||||||||
|
GROSS PROFIT
|
112 | - | 112 | |||||||||
|
GENERAL & ADMINISTRATIVE EXPENSES:
|
||||||||||||
|
Advertising and promotion
|
66 | - | 66 | |||||||||
|
Bank service charges
|
11 | 11 | 405 | |||||||||
|
Business licenses and permits
|
- | - | 13,479 | |||||||||
|
Compensation expense
|
- | - | 89,320 | |||||||||
|
Computer and internet expense
|
399 | 90 | 7,510 | |||||||||
|
Credit card fees
|
285 | 220 | 1,197 | |||||||||
|
Dues and subscriptions
|
- | - | 762 | |||||||||
|
Meals and entertainment
|
- | - | 489 | |||||||||
|
Office supplies
|
1,434 | - | 3,300 | |||||||||
|
Postage and delivery
|
21 | - | 153 | |||||||||
|
Printing and reproduction
|
- | - | 3,057 | |||||||||
|
Professional fees
|
32,889 | 27,148 | 170,427 | |||||||||
|
Travel expense
|
- | - | 4,233 | |||||||||
|
Utilities
|
166 | - | 291 | |||||||||
|
TOTAL GENERAL & ADMINISTRATIVE EXPENSES
|
35,271 | 27,469 | 294,689 | |||||||||
|
NET LOSS
|
$ | (35,159 | ) | $ | (27,469 | ) | $ | (294,577 | ) | |||
|
Net loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
|
Weighted average of common shares outstanding
|
50,801,000 | 50,000,000 | 50,044,088 | |||||||||
The accompanying notes are an integral part of these interim financial statements.
4
EMPIRE GLOBAL GAMING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
|
From inception
|
||||||||||||
|
For the three months ended
|
May 11, 2010 to
|
|||||||||||
|
March 31, 2012
|
March 31, 2011
|
March 31, 2012
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net Loss
|
$ | (35,159 | ) | $ | (27,469 | ) | $ | (294,577 | ) | |||
|
Adjustments to reconcile net loss to net cash
|
||||||||||||
|
from operating activities:
|
||||||||||||
|
Stock for services
|
- | - | 49,000 | |||||||||
|
(Increase)/decrease in:
|
||||||||||||
|
Accounts receivable – related party
|
620 | - | (2,173 | ) | ||||||||
|
Inventory
|
131 | - | 2,923 | |||||||||
|
Prepaid legal fees
|
3,624 | - | - | |||||||||
|
Increase/(decrease) in:
|
||||||||||||
|
Accounts payable
|
6,742 | (12,568 | ) | 6,742 | ||||||||
|
Net cash used in operating activities
|
(24,042 | ) | (40,037 | ) | (238,085 | ) | ||||||
|
Cash Flows From Financing Activities:
|
||||||||||||
|
Proceeds from issuance of common stock
|
- | - | 325,250 | |||||||||
|
Net cash provided by financing activities
|
- | - | 325,250 | |||||||||
|
NET INCREASE (DECREASE) IN CASH
|
(24,042 | ) | (40,037 | ) | 87,165 | |||||||
|
CASH AT BEGINNING OF THE PERIOD
|
111,207 | 64,294 | - | |||||||||
|
CASH AT THE END OF THE PERIOD
|
$ | 87,165 | $ | 24,257 | $ | 87,165 | ||||||
|
Non-Cash Transactions:
|
||||||||||||
|
Contributed inventory
|
$ | - | $ | - | $ | 22,150 | ||||||
|
Stock issued for services
|
$ | - | $ | - | $ | 49,000 | ||||||
The accompanying notes are an integral part of these interim financial statements.
5
EMPIRE GLOBAL GAMING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation and Organization and Significant Accounting Policies
Basis of Presentation and Organization
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements and footnotes thereto for the period from inception (May 11, 2010) to December 31, 2011.
As used in these Notes to the Financial Statements, the terms the "Company", "we", "us", "our" and similar terms refer to Empire Global Gaming, Inc.
The Company was incorporated in the State of Nevada on May 11, 2010 in order to acquire certain U.S Patent license agreements pertaining to roulette and actively engage in the gaming business worldwide and commenced operations in June, 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 has net losses consisting of pre-operating and start-up expenses, of $294,577 from May 10, 2010 to March 31, 2012. The Company’s Common Stock is not listed on any recognized exchange or quoted on any quotation medium. There can be no assurance that its Common Stock will ever develop a market.
We are controlled by two individuals (our President and Chief Financial Officer) who devote approximately 25 hours each of their time to the business of the Company.
The Company currently has limited operations in accordance with Financial Accounting Standard Board Codification (“FASB ASC”) Development Stage Entities topic. The Company has been in the development stage since its formation. The accompanying financial statements have been prepared in accordance with authoritative guidance for development stage entities. A development stage entity is one in which planned principal operations has not commenced or if its operations have commenced, there has been no significant revenues there from.
6
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 $35,159 for the three months ending March 31, 2012 and $294,577 for the period from inception (May 11, 2010) to March 31, 2012, and working capital of $101,823 at March 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or 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. SUBSEQUENT EVENTS
Management evaluated all activity of the Company through the issue date of the Financial Statements and noted that no subsequent events that would have a material impact on the financial statements as of and for the period ended March 31, 2012.
NOTE 5. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2012, the Company sold $2,173 of inventory to Pallets-R-Us, a company owned by one of our executive officers and a founding shareholder. During the year ended December 31, 2011, the Company sold $2,793 of inventory to Pallets-R-Us and Premium Mulch & Material, companies owned by one of our executive officers and a founding shareholder.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto. This discussion and analysis may contain forward-looking statements based on assumptions about our future business.
In General
We presently sell our ancillary gaming products in the United States but contemplate selling and leasing our products worldwide.
Although the Company has obtained the license for the manufacturing, sale, marketing and licensing of the four roulette patents, and certain other patents. We have not yet applied to any State Gaming Commission(s) to seek approval to sell any of our products. 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 has the necessary working capital to support existing operations through 2012. Our primary capital source will be cash flow from operations and cash on hand, as we anticipate reaching profitability in 2012. We are seeking to develop and market the patented technologies, manufacture and sell gaming equipment that will generate cash from operations.
For the remainder of the fiscal year ending December 31, 2012, we anticipate incurring a loss as a result of continued expenses associated with compliance with the reporting requirements of the Exchange Act.
Plan of Operations
During the remainder of the fiscal year ending December 31, 2012, we plan to continue with efforts to 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.
8
Three Months Ended March 31, 2012 Compared to March 31, 2011
The following table summarizes the results of our operations during the three months ended March 31, 2012 and 2011, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current three month period to the prior three month period:
|
|
3/31/12
|
3/31/11
|
||||||||||||||
|
|
(unaudited)
|
(unaudited)
|
Variance
|
Percentage
|
||||||||||||
|
Revenues – related party
|
2,285 | - | 2,285 | - | ||||||||||||
|
Cost of Goods Sold
|
2,173 | - | 2,173 | - | ||||||||||||
|
Operating expenses
|
35,271 | 27,469 | 7,802 | 28.80 | % | |||||||||||
|
Net loss
|
(35,159 | ) | (27,469 | ) | (7,690 | ) | 28.00 | % | ||||||||
|
Loss per share of common stock
|
$ | 0.00 | $ | 0.00 | ||||||||||||
We recorded a net loss of $35,158 for the three months ended March 31, 2012 as compared with a net loss of $27,469 for the three months ended March 31, 2011. The increase in net loss was primarily attributable to an increase in legal and professional fees.
Commitment and Contingencies
None.
Off-Balance Sheet Arrangements
At March 31, 2012, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have had or are likely to have a material current or future effect on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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.
9
Changes in Internal Control over Financial Reporting
There has been no change since December 31, 2011 in our internal control over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the three months ended March 31, 2012, or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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 for the quarter ended March 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets at March 31, 2012 and December 31, 2011; (ii) Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2012 and March 31, 2011 and from inception (May 11, 2010) to March 31, 2012; (iii) Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2012 and March 31, 2011 and from inception May 11, 2010 to March 31, 2012; and (v) Notes to Unaudited Condensed Financial Statements, tagged as blocks of text. |
* Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Empire Global Gaming, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
10
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 14, 2012
|
By:
|
/s/ Nicholas Sorge, Sr. | |
| Nicholas Sorge, Sr. | |||
| Chief Executive Officer and President and Director | |||
|
Dated: May 14, 2012
|
By:
|
/s/ Dolores Marsh | |
| Dolores Marsh | |||
| Chief Financial Officer, Controller, | |||
| Secretary/Treasurer and Director |
11