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
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
Our Objectives and Areas of Focus
Empire was organized under the laws of the
Challenges and Risks
We have total accumulated deficit of
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.
- 11 -
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.
The Company has signed Letters of Intent on
Upon completion of the due diligence, the company will make an initial cash payment of
1. At the end of year 1 - the company will pay
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
provided if Multigioco earns EBITDA equal to
- 12 -
Multigioco currently has over 850 venues under its licence mainly situated throughout Central and
Therefore, we plan to continue to develop a new business to acquire gaming operators based in
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.
Critical Accounting Policies
A summary of critical accounting policies and recent accounting pronouncements is included in Note 3 of the financial statements included in 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.
COMPARISON OF THE THREE AND SIX MONTHS ENDED
We had no revenue from operations from inception and during the three and six months ended
Our total expenses increased by
We expect our operating costs to be approximately
- 13 - Related-Party Transactions
Included in current liabilities at
Liquidity and Capital Resources
The Company had
Contingencies and Commitments
None Contractual Obligations None. Inflation
We do not believe that inflation will have a material impact on our future operations.
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.