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EMPIRE GLOBAL CORP. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

May 15, 2014

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company's filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

General



This discussion and analysis should be read in conjunction with our interim unaudited financial statements and related notes on this form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on form 10-K for the fiscal year ended December 31, 2013. The inclusion of supplementary analytical and related information herein may require us to make appropriate estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole.

Hereinafter, Empire Global Corp. ("Empire") will be referred to as the Company throughout the balance of this document.

Our Objectives and Areas of Focus

Empire was organized under the laws of the State of Delaware on August 26, 1998. The Company went through various name changes prior to September 2005 when the name was changed to Empire Global Corp. We are presently seeking new business opportunities and currently intend to purchase, merge with or acquire any business or assets which management believes has potential for being profitable.

Challenges and Risks

As of the three months ended March 31, 2014, we had not generated revenues and had no income or cash flows from operations since inception. There is no assurance that the Company will identify an acquisition candidate, generate revenues or become profitable.

We have total accumulated deficit of $5,219,851 as of March 31, 2014 and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through maintaining minimal operational costs and locating a viable business.

In analyzing viable business opportunities, management may consider factors such as available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality experience and depth of management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities.

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The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholder of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.

There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, or that we will be able to reduce operating expenses. Our unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Critical Accounting Policies

A summary of critical accounting policies and recent accounting pronouncements is included in Note 3 of this form 10-Q.

Results of Operations

As a result of our limited business operations, we had minimal changes in our overall results.

We have no cash as of the date of this filing and therefore are not able to satisfy our working capital needs for the next year. We anticipate funding our working capital needs for the next twelve months through private advances and loans from our management and key shareholders, or if available, equity capital markets. Although the foregoing actions are expected to cover our anticipated cash needs for working capital and capital expenditures for at least the next twelve months, no assurance can be given that we will be able obtain financing or raise sufficient cash to meet our cash requirements.

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The Company has signed Letters of Intent on December 26, 2013 and January 31, 2014, to acquire Newgioco Srl and Multigioco Srl respectively, gaming companies licenced under the Amministrazione Autonoma Monopoli di Stato (AAMS) based in Rome, Italy.

Upon completion of the due diligence, the company will make an initial cash payment of 750,000 Euro plus 3,000,000 shares of common stock of Empire Global Corp. at a price of US$1.00 per share on the closing. In addition, the company will make earn-out payments at the end of Year 1, Year 2 and Year 3 from the closing date in amounts equal to the following:

1. At the end of year 1 - the company will pay 100,000 Euro for each 10%

increase in EBITDA measured from the closing date to a maximum of

750,000 Euro; 2. At the end of year 2 - 750,000 Euro



provided if Multigioco earns EBITDA equal to 600,000 Euro; and 3. At the end of year 3 - 750,000 Euro

provided if Multigioco earns EBITDA equal to 900,000 Euro

In March 2014, the Company made a $25,000 purchase deposit to Multigioco Srl and $25,000 deposit to an investment banking firm for future financing.

Multigioco currently has over 850 venues under its licence mainly situated throughout Central and South Italy, with an extensive current on-line platform and certified for PosteItalia, MasterCard, Visa and Skrill Gaming Card use and with mobile applications on the horizon.

Therefore, we plan to continue to develop a new business to acquire gaming operators based in Italy. If we enter into a material definitive agreement or close such a venture, we will need to raise additional working capital and may be required to hire additional employees, independent contractors as well as purchase or lease additional equipment. We plan to raise this additional working capital through the private placement of shares, private advances and loans.

We anticipate continuing to rely on equity sales of common stock to fund our operations and to seek out or enter into new business opportunities. The issuance of any additional shares will result in dilution to our existing shareholders.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 AND FROM INCEPTION (JANUARY 5, 2010) THROUGH MARCH 31, 2014

Revenues

We had no revenue from operations from inception and during the three months ended March 31, 2014.

Expenses

Our total expenses increased by $39,724 from $4,179 for three months ended March 31, 2013 to $43,903 for the three months ended March 31, 2014. This increase was due to our exploration of the gaming business opportunity in Italy which includes, legal fees, travel and due diligence as well as advisory costs. Our expenses from continuing operations have been $161,542 since inception.

We expect our operating costs to be approximately $192,000 over the next year, unless we locate a new viable business.

- 13 - Related-Party Transactions



Included in current liabilities at March 31, 2014 is $262,579 in advances from stockholders. Stockholders advanced $96,608 and $5,423 during the three months ended March 31, 2014 and 2013, respectively. Advances from stockholders are non-interest bearing and are due on demand. Interest was imputed at 5% per annum. The Company recorded an interest expense of $2,640 for the three months ending March 31, 2014 and $25,029 since inception.

Liquidity and Capital Resources

The Company had no cash balance at March 31, 2014 or on December 31, 2013. The notes to our unaudited financial statements as of March 31, 2014, contain a disclosure regarding our uncertain ability to continue as a going concern. As of March 31, 2014, we have not generated revenues to cover our expenses, and we have total accumulated deficit of 5,144,851. We had $265,499 in current liabilities and no current assets, as such we are left with a working capital deficit of $265,499 and cannot assure that we will succeed in locating a viable business opportunity or that we will be able to achieve a profitable level of operations sufficient to meet our ongoing cash needs.

Our expenses are limited to transfer agent costs and professional fees incurred for our public company filing obligations and an imputed interest charge for advances from stockholders.

We had no cash flow for the periods ended March 31, 2014 and March 31, 2013.

Contingencies and Commitments None Contractual Obligations None. Inflation



We do not believe that inflation will have a material impact on our future operations.

Off-Balance-Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that we expect to be material to investors. We do not have any non-consolidated, special-purpose entities.


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Source: Edgar Glimpses


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