UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the Quarter ended September 30, 2015
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 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 |
☐ |
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 November 15, 2015.
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 |
10 |
ITEM
4 |
CONTROLS
AND PROCEDURES |
10 |
|
|
|
|
PART
II - OTHER INFORMATION |
|
|
|
|
ITEM
1. |
LEGAL
PROCEEDINGS |
11 |
ITEM
1A. |
RISK
FACTORS |
11 |
ITEM
2. |
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
11 |
ITEM
3. |
DEFAULTS
UPON SENIOR SECURITIES |
11 |
ITEM
4. |
MINE
SAFETY DISCLOSURES |
11 |
ITEM
5. |
OTHER
INFORMATION |
11 |
ITEM
6. |
EXHIBITS
|
11 |
SIGNATURES |
12 |
EXHIBITS |
|
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
EMPIRE
GLOBAL GAMING, INC.
BALANCE
SHEETS
(Unaudited)
| |
September 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash | |
$ | 559 | | |
$ | 2,520 | |
Total current assets | |
| 559 | | |
| 2,520 | |
| |
| | | |
| | |
Property and equipment, net of accumulated depreciation of $3,000 and $2,400, respectively | |
| 1,000 | | |
| 1,600 | |
| |
| | | |
| | |
Total assets | |
$ | 1,559 | | |
$ | 4,120 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 16,694 | | |
$ | 19,164 | |
Accrued interest - stockholders | |
| 4,688 | | |
| 2,401 | |
Total current liabilities | |
| 21,382 | | |
| 21,565 | |
| |
| | | |
| | |
LONG TERM LIABILITIES: | |
| | | |
| | |
Notes Payable - Stockholders | |
| 85,220 | | |
| 64,720 | |
| |
| | | |
| | |
Total liabilities | |
| 106,602 | | |
| 86,285 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Common stock: $0.001 par value; 980,000,000 authorized, 57,301,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014. | |
| 57,301 | | |
| 57,301 | |
Additional paid-in capital | |
| 664,099 | | |
| 664,099 | |
Accumulated deficit | |
| (826,443 | ) | |
| (803,565 | ) |
Total stockholders' deficit | |
| (105,043 | ) | |
| (82,165 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | |
$ | 1,559 | | |
$ | 4,120 | |
The
accompanying notes are an integral part of these interim financial statements.
EMPIRE
GLOBAL GAMING, INC.
STATEMENT
OF OPERATIONS
(UNAUDITED)
| |
For the three | | |
For the three | | |
For the nine | | |
For the nine | |
| |
months ended | | |
months ended | | |
months ended | | |
months ended | |
| |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | |
| |
| | |
| | |
| | |
| |
REVENUES | |
| | |
| | |
| | |
| |
Fee income | |
$ | 77 | | |
$ | 89 | | |
$ | 115 | | |
$ | 303 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
General & administrative expenses | |
| 6,313 | | |
| 8,201 | | |
| 20,706 | | |
| 76,859 | |
Inventory write-down | |
| - | | |
| 19,067 | | |
| - | | |
| 19,067 | |
Total operating expenses | |
| 6,313 | | |
| 27,268 | | |
| 20,706 | | |
| 95,926 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING LOSS | |
| (6,236 | ) | |
| (27,179 | ) | |
| (20,591 | ) | |
| (95,623 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER EXPENSE: | |
| | | |
| | | |
| | | |
| | |
Interest expense - stockholder | |
| (859 | ) | |
| (1,004 | ) | |
| (2,287 | ) | |
| (1,888 | ) |
Total other expense | |
| (859 | ) | |
| (1,004 | ) | |
| (2,287 | ) | |
| (1,888 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | |
| (7,095 | ) | |
| (28,183 | ) | |
| (22,878 | ) | |
| (97,511 | ) |
| |
| | | |
| | | |
| | | |
| | |
INCOME TAXES | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (7,095 | ) | |
$ | (28,183 | ) | |
$ | (22,878 | ) | |
$ | (97,511 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share - basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average of common shares outstanding | |
| 57,301,000 | | |
| 57,301,000 | | |
| 57,301,000 | | |
| 57,301,000 | |
The
accompanying notes are an integral part of these interim financial statements.
EMPIRE GLOBAL GAMING, INC.
STATEMENT
OF CASH FLOWS
(UNAUDITED)
| |
For the nine | | |
For the nine | |
| |
months ended | | |
months ended | |
| |
September 30, 2015 | | |
September 30, 2014 | |
Cash Flows from Operating Activities: | |
| | |
| |
Net Loss | |
$ | (22,878 | ) | |
$ | (97,511 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| 600 | | |
| 600 | |
Amortization of prepaid expenses paid by the issuance of common stock | |
| - | | |
| 50,000 | |
Inventory write-down | |
| - | | |
| 19,067 | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accrued interest - stockholders | |
| 2,287 | | |
| 1,888 | |
Accounts payable and accrued expenses | |
| (2,470 | ) | |
| 6,673 | |
Net cash used in operating activities | |
| (22,461 | ) | |
| (19,283 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from Notes Payable - Stockholders | |
| 20,500 | | |
| 15,500 | |
Net cash provided by financing activities | |
| 20,500 | | |
| 15,500 | |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (1,961 | ) | |
| (3,783 | ) |
CASH AT BEGINNING OF THE PERIOD | |
| 2,520 | | |
| 4,308 | |
CASH AT THE END OF THE PERIOD | |
$ | 559 | | |
$ | 525 | |
The
accompanying notes are an integral part of these interim financial statements.
EMPIRE
GLOBAL GAMING, INC.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
(UNAUDITED)
NOTE
1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation and Organization
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by accounting principles generally accepted in the United States
of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included, Operating results for the three and nine months ended September
30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other
period. For further information, refer to the financial statements and footnotes thereto, included in the Company’s Annual
Report on Form 10K for the year ending December 31, 2014..
As
used in these Notes to the Financial Statements, the terms the "Company", "we", "us", "our"
and similar terms refer to Empire Global Gaming, Inc.
The
Company was incorporated in the State of Nevada on May 11, 2010 in order to acquire certain U.S Patent license agreements pertaining
to roulette and actively engage in the gaming business worldwide and commenced operations in May 2010. The Company
was founded to develop, manufacture and sell Class II and Class III Casino electronic and table games for the general public and
casinos worldwide. The Company owns exclusive rights through license agreements to four U.S. Patents consisting of 14 roulette
games patents. These patents are certified by Gaming Laboratories International to minimize any unfairness in the multi-number
bets in roulette (American double 0 and European single 0) to both players and casinos. One of the patents controlled by the Company
is for a “new number pattern and board layout” that will insure, the various gaming control boards and commissions
in the United States and eventually worldwide, that the highest standards of security and integrity are met. We hold licenses
for eight patented Class II and III Casino Grade Mechanical and Electronic Games. The games include (i) proprietary 20 sided dice
game, (ii) combination game of poker and blackjack, side bet blackjack, and (iii) five patents covering roulette. We also created
a new proprietary variation on the standard deck of playing cards (patent pending). EGGI also sells a complete line of public
and casino grade gaming products for roulette, blackjack, craps, baccarat, mini baccarat, pinwheels, Sic Bo, slot machines, poker
tables and bingo games. We are working on developing some of our patented games into video and
slot machine terminals as well as computer and mobile devices. We also are attempting to develop a pick 3 lotto evaluation and
analysis program. We have taken certain steps to become fully “e-commerce” operational while awaiting Gaming
Board approvals. We operate a website where we sell certain equipment and proprietary games. Our website
is located at: www.empireglobalgaminginc.com.
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, has stockholders’
deficit of $105,043, experienced recurring net operating losses and had a net loss of $22,878 for the nine months ending September
30, 2015. 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. We will need to raise funds
or implement our business plan to continue operations.
NOTE
2. GOING CONCERN (Continued)
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. COMMON STOCK
The
Company’s authorized Common Stock is 980,000,000 common shares with $0.001 par value.
In March
2013, the Company issued 6,000,000 shares of its common stock to three consultants and one attorney in exchange for services to
be rendered. The shares were valued at the estimated value of the services to be received and are being amortized over the
respective terms of the consulting agreements. During the nine months ended September 30, 2015 and 2014, $0 and $50,000
was amortized and charged to operations, respectively.
NOTE
4. RELATED PARTY TRANSACTIONS
During
the year ended December 31, 2012, the Company borrowed $2,120 from a stockholder. The note bears interest at 4% per annum and
is due on December 31, 2018.
During
the year ended December 31, 2013, the Company borrowed $37,100 from a stockholder. The note bears interest at 4% per annum and
is due on December 31, 2018.
During
the year ended December 31, 2014, the Company borrowed $25,500 from stockholders. The notes bear interest at 4% per annum and
is due on December 31, 2018.
During
the nine months ended September 30, 2015, the Company borrowed $20,500 from stockholders. The notes bear interest at 4% per annum
and is due on December 31, 2018.
The
Company has accrued interest for these notes payable of $4,688 through September 30, 2015 and $2,401 through December 31, 2014.
NOTE
5. SUBSEQUENT EVENTS
Management
evaluated all activity of the Company through the issue date of the Financial Statement and there have been no subsequent events
that would require disclosure in or recognition to the financial statements.
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 2015 since
the Company has had minimal revenues and net losses of $826,443 through September 30, 2015. 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, 2015, 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, 2015, we plan to continue with efforts to develop and market the patented technologies,
a pick 3 lotto evaluation and analysis program, manufacture and sell gaming equipment that will
generate cash from operations. We also plan to file all required periodic reports and to maintain our status as a fully-reporting
company under the Exchange Act.
Based upon
our current cash reserves, although we feel it will be adequate, we may not have adequate resources to meet our short term or
long-term cash requirements. No specific commitments to provide additional funds have been made by management, the principal stockholders
or other stockholders, and we have no current plans, proposals, arrangements or understandings with respect to the sale or issuance
of additional securities. Accordingly, there can be no assurance that any additional funds will be available to us to allow us
to cover our expenses.
Three
Months Ended September 30, 2015 compared to the Three Months Ended September 30, 2014
The
following table summarizes the results of our operations during the three months ended September 30, 2015 and 2014, 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: | |
| |
9/30/15 | | |
9/30/2014 | | |
Variance | | |
Percentage | |
Revenue | |
$ | 77 | | |
$ | 89 | | |
$ | (12 | ) | |
| -13.48 | % |
Operating expenses | |
| 6,313 | | |
| 27,268 | | |
| (20,955 | ) | |
| -76.85 | % |
Net Loss | |
$ | (7,095 | ) | |
$ | (28,183 | ) | |
$ | 21,088 | | |
| -74.83 | % |
| |
| | | |
| | | |
| | | |
| | |
Loss per share of common stock | |
| (0.00 | ) | |
| (0.00 | ) | |
| 0.00 | | |
| -74.83 | % |
The
variance between the net loss of $7,095 for the three months ended September 30, 2015 compared to the net loss of $28,183 for
the same period in 2014 was primarily attributable to a decrease in inventory adjustment of $19,066 and a decrease in professional
fees of $2,085.
Nine
Months Ended September 30, 2015 compared to the Nine Months Ended September 30, 2014
The
following table summarizes the results of our operations during the nine months ended September 30, 2015 and 2014, respectively,
and provides information regarding the dollar and percentage increase or (decrease) from the current year’s nine month period
to the prior year’s nine month period:
| |
Nine Months Ended: | |
| |
9/30/15 | | |
9/30/2014 | | |
Variance | | |
Percentage | |
Revenue | |
$ | 115 | | |
$ | 303 | | |
$ | (188 | ) | |
| -62.05 | % |
Operating expenses | |
| 20,706 | | |
| 95,926 | | |
| (75,220 | ) | |
| -78.41 | % |
Net Loss | |
$ | (22,878 | ) | |
$ | (97,511 | ) | |
$ | 74,633 | | |
| -76.54 | % |
| |
| | | |
| | | |
| | | |
| | |
Loss per share of common stock | |
| (0.00 | ) | |
| (0.00 | ) | |
| 0.00 | | |
| -76.54 | % |
The
variance between the net loss of $22,878 for the nine months ended September 30, 2015 compared to the net loss of $97,511 for
the same period in 2014 was primarily attributable to a decrease in professional fees of $56,853 and a decrease in inventory adjustment
of $19,066.
Commitment
and Contingencies
None.
Off-Balance
Sheet Arrangements
At
September 30, 2015, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that
have had or are likely to have a material current or future effect on our financial statements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures.
Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered
by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures as of the end of the period covered by this report were effective. In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls system cannot provide absolute assurance that
the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company are detected.
Changes
in Internal Control over Financial Reporting
There
has been no change since December 31, 2013 in our internal control over financial reporting identified in connection with the
evaluation of disclosure controls and procedures discussed above that occurred during the three months ended September 30, 2015,
or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There
are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons
of which management is aware.
ITEM
1A. RISK FACTORS.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
During
the period covered by this Report, we have not sold any of our securities that were not registered under the Securities Act.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
Exhibit No. |
|
Description |
|
|
|
31.1 |
|
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
|
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1 |
|
Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
|
Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101* |
|
The following financial information from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at September 30, 2015 and December 31, 2013; (ii) Unaudited Condensed Consolidated Statement of Operations for the three and six months ended September 30, 2015 and 2013 and from inception (May 11, 2010) to September 30, 2015; (iii) Unaudited Condensed Statement of Cash Flows for the six months ended September 30, 2015 and 2013 and from inception May 11, 2010 to September 30, 2015; and (v) Notes to Unaudited Condensed Financial Statements, tagged as blocks of text. |
*
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not
filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities
Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or
prospectus, of Empire Global Gaming, Inc., whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
SIGNATURES
In accordance
with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
|
EMPIRE GLOBAL GAMING, INC. |
|
|
|
Dated: November 12, 2015 |
By |
/s/ Nicholas Sorge, Sr. |
|
|
Nicholas Sorge, Sr. |
|
|
Chief Executive Officer and President and Director |
|
|
|
Dated: November 12, 2015 |
By |
/s/ Dolores Marsh |
|
|
Dolores Marsh |
|
|
Chief Financial Officer, Controller, |
|
|
Secretary/Treasurer and Director |
12
Exhibit
31.1
CERTIFICATION
PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Nicholas
Sorge, Sr., certify that:
|
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 of Empire Global Gaming, Inc. (the
“registrant”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
|
5. |
The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing
the equivalent functions): |
|
|
|
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting. |
Date: November 12, 2015 |
/s/ Nicholas Sorge, Sr. |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Dolores
Marsh, certify that:
|
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 of Empire Global Gaming, Inc. (the
“registrant”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
|
5. |
The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing
the equivalent functions): |
|
|
|
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting. |
Date: November 12, 2015 |
/s/ Dolores Marsh |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Quarterly Report of Empire Global Gaming, Inc. (the “Company”) on form 10-Q for the quarter ended September
30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas Sorge,
Sr., as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
|
|
(1) |
The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and |
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Date: November 12, 2015 |
/s/ Nicholas Sorge, Sr. |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Quarterly Report of Empire Global Gaming, Inc. (the “Company”) on form 10-Q for the quarter ended September
30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dolores Marsh,
as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
|
|
(1) |
The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and |
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Date: November 12, 2015 |
/s/ Dolores Marsh |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
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