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Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2015
Nov. 10, 2015
Document And Entity Information    
Entity Registrant Name EMPIRE GLOBAL CORP.  
Entity Central Index Key 0001080319  
Document Type 10-Q  
Document Period End Date Sep. 30, 2015  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   23,758,650
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2015  
Balance Sheets - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Current Assets    
Cash and cash equivalents $ 143,196 $ 422,276
Deposits on acquisitions   62,698
Gaming accounts receivable $ 497,368 371,644
Prepaid expenses $ 183,142 393,224
Due from affiliates   256,251
Investment in corporate bonds $ 225,120 389,536
Other current assets 46,323 16,676
Total current assets 1,095,149 1,912,305
Non current assets    
Property, plant and equipment 88,575 17,995
Intangible assets 2,499,072 1,982,437
Goodwill 260,318 179,239
Investment in non-consolidated entities 37,536 40,594
Total Noncurrent Assets 2,885,501 2,220,265
Total Assets 3,980,650 4,132,570
Current Liabilities    
Line of credit - bank 212,319 194,139
Accounts payable and accrued liabilities 469,158 377,561
Gaming account balances 341,072 352,605
Taxes payable $ 293,391 121,531
Bank Loan Payable   56,286
Advances from stockholders $ 54,901 $ 65,717
Liability in connection with acquisition 344,434  
Debenture, net of discount 294,179 $ 141,346
Derivative liability 85,611 15,397
Promissory note payable 111,780 436,796
Other current liabilities 7,265 22,898
Total Current Liabilities 2,214,110 1,784,276
Long term liabilities 46,168 52,912
Total Liabilities $ 2,260,278 $ 1,837,188
Stockholders Deficiency    
Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding    
Common Stock, $0.0001 par value, 80,000,000 shares authorized; 23,758,650 and 23,264,800 issued and outstanding at September 30, 2015 and December 31, 2014 $ 2,376 $ 2,327
Additional paid-in capital 10,079,926 9,525,357
Accumulated other comprehensive income (loss) 102,865 39,880
Accumulated Deficit (8,464,795) (7,272,182)
Total Stockholders' Equity 1,720,372 2,295,382
Total Liabilities and Stockholder' Deficiency $ 3,980,650 $ 4,132,570
Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]    
Debt Discount $ 106,976 $ 8,654
STOCKHOLDERS' EQUITY    
Preferred stock - par value $ 0.0001 $ 0.0001
Preferred stock - authorized 20,000,000 20,000,000
Preferred stock - issued    
Capital stock - par value $ 0.0001 $ 0.0001
Capital stock - authorized 80,000,000 80,000,000
Capital stock - issued 23,758,650 23,264,800
Capital stock - outstanding 23,758,650 23,264,800
Statements of Comprehensive Income (Loss) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Statement [Abstract]        
Revenue $ 1,095,343 $ 663,767 $ 3,289,118 $ 663,767
Costs and Expenses        
Selling expenses 815,039 477,488 2,415,068 477,488
General and administrative expenses 643,424 171,312 1,806,662 236,635
Total costs and expenses 1,458,463 648,800 4,221,730 714,123
Income (Loss) from operation (363,120) 14,967 (932,612) (50,356)
Other Expenses (Income)        
Interest expense, net of interest income 49,782 10,944 82,255 10,944
Changes in fair value of derivative liabilities 15,614 (1,750) 15,694 (1,750)
Imputed interest on related party advances $ 1,752 $ 4,064 3,698 $ 10,234
Allowance for deposit on acquisition     94,952  
Total Other Expenses $ 67,148 $ 13,258 196,599 $ 19,428
Loss before income tax (430,268) 1,709 (1,129,211) (69,784)
Income tax 36,857 5,607 63,402 5,607
Net loss (467,125) (3,898) (1,192,613) (75,391)
Other Comprehensive Income (expense)        
Foreign currency translation adjustment (124,409) 9,793 62,985 9,793
Comprehensive Income (loss) $ (591,534) $ 5,895 $ (1,129,628) $ (65,598)
Basic and fully diluted loss per share        
Basic and fully diluted loss from operation $ (0.02) $ 0.00 $ (0.05) $ 0.00
Weighted average number of shares- Basic 23,289,257 19,675,800 23,273,042 18,846,845
Weighted average number of shares- Diluted 23,289,257 19,682,115 23,273,042 18,846,845
Statements of Cash Flows - USD ($)
 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Cash Flows from Operating Activities    
Net loss $ (1,192,613) $ (75,391)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities    
Depreciation and amortization 311,605 $ 7,808
Amortization of deferred costs 14,362  
Non-cash interest expense 26,162 $ 1,592
Imputed interest on advances from stockholders 3,698 10,234
Changes in fair value of derivative liabilities 15,694 $ (1,750)
Non-cash commission and legal fees related to debenture 10,721  
Impairment of assets 94,952  
Amortization of expenses paid in stock 318,375  
Changes in operating assets and liabilities    
Prepaid expenses 23,239 $ (7,869)
Accounts payable and accrued liabilities 150,818 (40,158)
Gaming accounts receivable (152,272) 9,255
Gaming account liabilities 14,887 35,406
Taxes payable 175,780 80,595
Other current assets (28,880) (10,370)
Other current liabilities $ (13,777) (13,137)
Other receivable   (10,073)
Net cash used in operating activities $ (227,249) $ (13,856)
Cash Flows from Investing Activities    
Acquisition of property, plant and equipment (22,458)  
Cash acquired from acquisition 14,447 $ 10,555
Deposit on proposed acquisitions (94,952) $ (263,210)
Cash paid for acquisition of assets (238,768)  
Investment in subsidiary- Rifa (33,450)  
Proceeds from matured corporate bond 133,800  
Deposit on acquisition - Rifa 33,450  
Net cash used in investing activities (207,931) $ (252,655)
Cash Flows from Financing Activities    
Repayment bank credit line 32,494 (100,571)
Repayment to bank loan (51,555) (28,494)
Proceeds from debenture 75,474 $ 70,000
Proceeds from promissory notes 150,000  
Proceeds from convertible note, net of fees and discounts 150,000  
Repayment of promissory note (325,016)  
Advances from stockholders, net of repayment 142,826 $ 336,306
Net cash (used in) provided by financing activities 174,223 277,241
Effect of change in exchange rate (18,123) (4,023)
Net increase (decrease) in cash (279,080) $ 6,707
Cash - beginning of period 422,276  
Cash - end of period 143,196 $ 6,707
Supplemental disclosure of cash flow information:    
Cash paid during the year for: Interest 7,941 10,944
Cash paid during the year for: Income taxes 3,893 $ 5,607
Supplemental cash flow disclosure for non-cash activities: Common shares issued for acquisition of a subsidiary:    
Common shares issued for acquisition of a subsidiary   2,000,000
Common shares issued to related parties for repayment of debt 323,145  
Common shares issued for repayment of debt $ 22,516  
Nature of Business and Operations
 9 Months Ended
Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business and Operations

1. Basis of Presentation and Nature of Business

 

Basis of Presentation

 

The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2015 and the results of operations and cash flows for the periods ended September 30, 2015 and 2014. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2015. The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2014 as included in our Annual Report on form 10-K.

 

Nature of Business

 

Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. On September 30, 2005 changed its name to Empire Global Corp. and maintains its principal executive offices headquartered in Toronto, Canada.

 

The Company, through its wholly owned subsidiaries, Multigioco Srl ("Multigioco") which was acquired on August 15, 2014, and Rifa Srl (“Rifa”) which was acquired on January 1, 2015, provides web-based and land-based gaming services in Italy.

 

Acquisitions

 

On January 1, 2015 the Company acquired 100% of the outstanding common shares of Rifa, an Italian corporation, making Rifa a wholly owned subsidiary. Rifa was an inactive gaming company with a Monti license and one (1) Agency Concession right. Also on January 1, 2015, the Company acquired gaming assets from New Gioco Srl. (“New Gioco”) which included a Bersani license and 3 Corner Concession rights as well as 1 Agency Concession right.

 

The financial statements of Rifa were included in the consolidated financial statements starting from the date of acquisition, January 1, 2015. (See Note 4)

 

During the 3 months ended September 30, 2015 the Company purchased 4 additional Corner Concession rights (“Rights”) for Euro 20,000 (approximately $22,500 USD) each paid in cash. Each of the Rights allow the Company to open a Corner location under our Bersani license. Three of the Corner locations have been identified and are pending regulatory approval to open while the forth remains unassigned. In addition, the Company signed 2 Master Agent agreements to add up to 389 web shops under its wholly owned subsidiary Multigioco. The Company expects regulatory approval to be granted for all 4 of the new Corners and integration of the new web-shops to be completed by the end of 2015.
Going Concern
 9 Months Ended
Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

2. Going concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company had operating losses for the past two years and has a working capital deficit of $1,118,961 at September 30, 2015. There are no assurances that management will be successful in achieving sufficient cash flows to fund the Company's working capital needs, or whether the Company will be able to refinance or renegotiate its obligations when they become due or raise additional capital through future debt or equity. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

 

Management plans to increase its marketing in order to generate more revenues and to reduce certain other operating expenses. The Company expects that its current cash position will be insufficient to support the Company's operations at current capacity for the next twelve month period and, therefore, will need to seek additional financing of its operations. We may rely on bank borrowing as well as capital issuances and loans from existing shareholders. We are actively exploring various proposals and alternatives in order to secure sources of financing and improve our financial position. We may raise such additional capital through the issuance of our equity securities, which may result in significant dilution to our current investors. We are also exploring potential strategic partnerships, which could provide a capital infusion to the Company. There is no assurance that we will be successful in obtaining financing and if such financing would be available, at terms which are acceptable to us.
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

a) Basis of consolidation

 

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation.

 

 

b) Goodwill

 

Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management's assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter.

 

We perform the allocation based on our knowledge of the market in which we operate, and our overall knowledge of the gaming industry.

 

c) Long-Lived Assets

 

We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings.

 

Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers.

 

d) Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

 

For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

e) Currency translation

 

Since the Company's subsidiary operates in Italy, the subsidiary's functional currency is the Euro. In the consolidated financial statements, revenue and expense accounts are translated at the average rates during the period, and assets and liabilities are translated at year-end rates and equity accounts are translated at historical rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity. Gains and losses from foreign currency transactions are recognized in current operations.

 

f) Revenue Recognition

 

Revenues from sports-betting; casino, cash and skill games; slots, lotteries, bingo and horse race wagers represent the gross pay-ins (also referred to as Turnover) from customers less gaming taxes and payouts to customers. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Revenues are recorded when the game is closed. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold.

 

g) Earnings Per Share

 

FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. As a result of the net loss in the three and nine months ended September 30, 2015, the calculation of diluted loss per common share does not include the dilutive effect to outstanding warrants.

 

h) Business Combinations

 

We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

 

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

 

i) Recent Accounting Pronouncements

 

There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.
Acquisition of Offline (Land-based) Gaming Assets
 9 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Acquisition of Offline (Land-based) Gaming Assets

4. Acquisition of Offline (Land-based) Gaming Assets

(a) Rifa Srl.

On January 1, 2015 the Company completed the acquisition of Rifa, an inactive legal entity incorporated in Italy. Rifa's assets include a "Monti license" and 1 Diritti Negozio Sportivo (“Agency”) Concession right that enables the Company to operate Agency locations. During the year ended December 31, 2014 Multigioco paid EUR 51,506 (approximately $62,300 USD) towards the acquisition of Rifa, which was classified as deposit on acquisitions at December 31, 2014. The Company paid EUR 30,000 (approximately $36,300 USD) towards the purchase price of Rifa and also advanced EUR 21,506 (approximately $26,000 USD) for payments of debts of Rifa.

(b) Gaming assets from New Gioco Srl. (“New Gioco”)

 

Also on January 1, 2015, Multigioco purchased offline gaming assets from New Gioco, which included a Bersani license along with 3 Diritti Punto Sportivo (“Corner”) rights to operate under Multigioco, and Rifa purchased 1 Agency right from New Gioco to operate under Rifa’s Monti license. Pursuant to the agreement Rifa assumed the lease on the New Gioco Agency premises. The purchase price paid to New Gioco also includes equipment and assets related to each of the Corner and Agency locations.

 

New Gioco is an Italian gaming company which is 50% owned by Laura Tabacco an Italian citizen and 50% owned by Beniamino Gianfelici, who along with his daughter owned 100% of Multigioco prior to its acquisition by Empire.

 

The Company agreed to pay New Gioco EUR 650,649 (approximately $787,158 USD) which included EUR 450,000 (approximately $569,700 USD) payable in 9 cash instalments of EUR 50,000 (approximately $63,308 USD) each until paid in full and forgiveness of debt which comprised of EUR 210,507 (approximately $256,251 USD) which was recorded as due from affiliates at December 31, 2014. As of the date of this report, the Company has paid EUR 144,000 (approximately $160,560 USD) towards the cash purchase price.

 

For accounting purposes, the purchase was accounted for using the acquisition method of accounting. The assets and liabilities of Rifa are included in the Consolidated Balance Sheet from the acquisition date and the results of the operation subsequent to the acquisition date are included in the Consolidated Statement of Comprehensive Loss for the three and nine months ended September 30, 2015.

 

The total cost of the acquisition has been allocated to the assets acquired and the liabilities assumed based upon their estimated fair values at the date of the acquisition. The Company conducted an internal assessment on the fair value of the tangible and intangible assets acquired.

 

The following represents the preliminary purchase price allocation:

 

       Useful life
          
Property, Plant and Equipment         
Furniture and fixtures:   42,606       8 1/3 years
Lighting and electrical:   3,652        10 years
Servers, routers, computers, network:   6,087        5 years
Electronics, televisions:   4,261        4 years
Security and surveillance:   6,087        10 years
Total property, plant and equipment       $62,693    
              
Identifiable intangible assets             
Bersani license:   36,519        1.5 years
Monti license:   36,519        1.5 years
Corner concession rights:   57,381        5 years
Agency concession rights:   226,327        5 years
Customer relationships:   346,931        15 years
Total identifiable intangible assets       $703,677    
              
Assets acquired (Rifa)   20,598         
Liabilities assumed  (39,493)        
Net       $(18,895)   
              
Total identifiable assets less net liabilities       $747,475    
              
Goodwill        81,079    
Total purchase price       $828,554    

 


 


Pro forma results of operations have not been presented because the effect of this acquisition was not deemed material.
Related party transactions and balances
 9 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related party transactions and balances

5. Related party transactions and balances

 

Related party transactions consist of advances from and repayments to stockholders recorded as advances from stockholders as well as transactions between our subsidiary and New Gioco which we recorded as due from affiliates (See Note 6).

 

Advances from stockholders represent non-interest bearing loans that are due on demand. Interest was imputed at 5% per annum. Balances of Advances from stockholders are as follows:

 

   September 30,  December 31,
   2015  2014
       
Gold Street Capital Corp.  $57   $17,086 
Doriana Gianfelici   54,844    48,631 
Total advances from stockholders  $54,901   $65,717 

 

  

During the nine months ended September 30, 2015, Gold Street Capital Corp. ("Gold Street"), the major stockholder of Empire Global, 198,447 to the Company of which $65,404 has been repaid in cash. On September 30, 2015 the Company issued 144,300 shares to Gold Street Capital Corp to pay $150,129 of the debt at the market price of $1.04 per share. Also, Doriana Gianfelici advanced $9,432 and $9,783 during the three and nine months September 30, 2015, respectively. The amount due to Doriana Gianfelici at September 30, 2015 is non-interest bearing and due on demand.

 

On January 1, 2015 the Company acquired land-based gaming assets from New Gioco for a purchase price of EUR 650,649 (approximately $787,158 USD) which included a forgiveness of EUR 210,507 (approximately $256,251 USD) debt due for the administrative services. Pursuant to the agreement with New Gioco, the Company made payments of EUR 80,000 (approximately $88,960 USD) and EUR 144,000 (approximately $160,560 USD) during the three and nine months ended September 30, 2015, respectively.

 

On February 13, 2015 the Company issued a Promissory Note for $150,000 to Braydon Capital Corp. a Company owned by Claudio Ciavarella, the brother of our CEO, which bears interest at a rate of 2% per month on the outstanding balance due in full with the principal amount on the Maturity Date of May 15, 2015 which was extended by mutual consent. On September 30, 2015 the Company issued 166,400 shares at the market price of $1.04 per share to Braydon Capital Corp. to pay the debt, including principal and accrued interest of $173,016, in full.
Due from affiliates
 9 Months Ended
Sep. 30, 2015
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Due from affiliates

6. Due from Affiliates

 

In addition to the Advances from, and payments to, stockholders during the year ended December 31, 2014 Multigioco provided management, office space and utilities, business administration and services, as well as customer care call center (the "administrative services") to New Gioco, the former shareholder of Multigioco. Multigioco billed New Gioco, a related party, for EUR 210,507 for administrative services which was recorded as due from affiliates and a reduction of the administrative expenses.

 

As a result of the acquisition on January 1, 2015 of the Bersani license and Corner rights, as well as 1 Agency right from New Gioco, the Company forgave EUR 210,507 (approximately $256,251 USD) due from New Gioco for the administrative services, net of credit of EUR 9,858 (approximately $11,000 USD), see Note 4.
Deposits on Acquisitions
 9 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Deposits on Acquisitions

7. Deposits on Acquisitions

 

Deposits on acquisitions includes the following:

 

   September 30,  December 31,
   2015  2014
       
Acquisition of Rifa Srl.  $—     $62,698 
Acquisition of Streamlogue Holdings Ltd.   750,929    655,976 
    750,929    718,674 
Less allowance for doubtful account   (750,929)   (655,976)
   $—     $62,698 

 

  

The Company made no advances during the three months ended September 30, 2015 towards the acquisition of Streamlogue and advanced $94,953 during the nine months ended September 30, 2015. During the year ended December 31, 2014 the Company advanced $655,976 to Streamlogue. The advances were credited to the purchase price for Streamlogue of EUR 950,000 (approximately $1,202,855 USD).

 

Since Streamlogue has not produced any meaningful income, the Company determined that it may not be able to realize its deposit in Streamlogue if the transaction is unsuccessful. Therefore, the Company set up a 100% allowance on the advances made as of September 30, 2015.
Revenues
 9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Revenues

8. Revenues

 

The following table sets forth the breakdown of gaming revenues for the three and nine months ended September 30, 2015:

   Nine Months  Three Months  Three and Nine
   Ended  Ended  Months Ended
   September 30,  September 30,  September 30,
   2015  2015  2014
Turnover         
Turnover web-based  $46,765,451   $16,476,300   $9,491,209 
Turnover land-based   3,364,792    1,056,523    —   
Total Turnover   50,130,243    17,532,823    9,491,209 
Winnings/Payouts               
Winnings web-based   43,490,311    15,374,398    8,709,516 
Winnings land-based   2,602,896    804,158    —   
Total Winnings/payouts   46,093,207    16,178,556    8,709,516 
Gross Gaming Revenues   4,037,036    1,354,267    781,693 
                
Less: AAMS Gaming Taxes   747,918    258,924    117,926 
Net Gaming Revenues  $3,289,118   $1,095,343   $663,797 

Turnover represents the total of bets processed for the period.
Other Equity Transactions
 9 Months Ended
Sep. 30, 2015
Equity Method Investments and Joint Ventures [Abstract]  
Other Equity Transactions

9. Other Equity Transactions

 

On September 15, 2015, the Company entered into a non-exclusive one year advisory agreement with Merriman Capital Inc. pursuant to which Merriman agreed to act as a capital markets advisor and placement agent to the Company. As consideration for these services, Merriman was paid a one-time retainer fee of 150,000 shares of the Company’s common stock. In addition to the retainer fee, Merriman will receive performance-based compensation for services related to (1) completion of financing, and (2) if the Company qualifies for and completes an up-listing to any of the national markets designated as the NYSE, NYSE/AMEX, or NASDAQ. This amount is being amortized over one year term of this agreement. The unamortized balance of $135,125 is included in prepaid expenses on the accompanied balance sheet.

 

On September 30, 2015, the Company issued 21,650 shares at the market price of $1.04 per share to pay $22,500 of accounts payable to CorCapital Inc. in full.

 

Please see Note 5 and Note 10 of this form 10-Q for additional common share transactions in the repayment of debt.
Debentures and Debenture Warrants
 9 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Debentures and Debenture Warrants

10. Debentures and Convertible Note

 

April 2, 2015 Debentures

 

On April 2, 2015, the Company issued debentures to a group of accredited investors to purchase 5 unsecured Debenture Units for gross proceeds of $25,000 and 5 Debenture Units for gross proceeds of CDN$25,000 (approximately $18,400 USD). Each Debenture Unit is comprised of (i) a $5,000 and CDN $5,000 debenture respectively, bearing interest at a rate of 15% per annum, maturing one (1) year from the date of issuance and (ii) 500 warrants which may be exercised at the lower of (a) $1.25 and CDN$1.25 respectively and (b) a 25% discount to the offering price of common shares of the Company in the next equity financing of the Company per warrant to receive one common share prior to April 2, 2017.

 

April 27, 2015 Debentures

 

On April 27, 2015, the Company issued debentures to a group of accredited investors to purchase 4 unsecured Debenture Units for gross proceeds of $20,000 and 4 unsecured Debenture Units for gross proceeds of CDN$20,000 (approximately $15,224 USD). Each Debenture Unit is comprised of (i) a $5,000 and CDN$5,000 debenture respectively, bearing interest at a rate of 15% per annum, maturing one (1) year from the date of issuance and ii) 500 warrants which may be exercised at the lower of (a) $1.25 and CDN$1.25 respectively and (b) a 25% discount to the offering price of common shares of the Company in the next equity financing of the Company per warrant to receive one common share prior to April 27, 2017.

 

June 18, 2015 Convertible Promissory Note

 

On June 18, 2015, the Company issued a convertible promissory note (the “Note”) bearing an interest rate of 10% per annum to purchase a gross amount of $330,000 which includes an Original Issue Discount (“OID”) of 10% to an accredited investor. On the Closing Date the Company received the initial cash purchase price of $115,000 which includes $10,000 OID and $5,000 for legal fees incurred by the Company as well as two Investor Notes of $100,000 each bearing interest of 8% per annum. The Note includes warrants equal to 50% of the total cash received by the Company which may be exercised at $1.00. However, in the event the market capitalization of the Company falls below $10,000,000, the warrant may be exercised at the lower of $1.00 and the market price as of any applicable date of conversion per warrant to receive one common share prior to June 18, 2018. The Company is not required to make payments against the Note and may pre-pay the Note for 180 days after issue.

 

July 9, 2015 Convertible Promissory Note

 

On July 9, 2015, the Company issued a convertible promissory note (the “Note”) bearing an interest of 10% per annum to purchase a gross amount of $220,000 which includes an Original Issue Discount (“OID”) of 10% to an accredited investor. The Note is convertible to shares of common stock of the Company at a price equal to the lower of $0.80 or 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the Investor elects to convert all or part of the Note. On July 21, 2015, the Closing Date, the Company received an initial consideration of $55,000 which includes $5,000 OID. As of September 30, 2015, the Company has yet to issue the remaining authorized value of the Note. The Company is not required to make payments against the Note and may pre-pay the Note for 180 days after issue.

 

The Company paid commissions of $3,135 and $2,546, for the April 2 and April 27, 2015 debentures, respectively and $8,000 and $4,000 for the June 18 and July 9, 2015 Notes, respectively. The Company also paid commissions of 7,500 shares of common stock at a price of $0.80 per share or $6,000 and 4,000 shares of common stock at a price of $0.75 per share or $3,000 related to the June 18 and July 9, 2015 Notes, respectively. The commissions related to the debentures and the Notes were amortized over the life of the debentures and the Notes.

 

Warrants issued in relation to the April 2, 2015, April 27, 2015, and June 18, 2015 debentures and Note are discussed in Note 11 below.
Warrants
 9 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Warrants

11. Warrants

 

The Company has determined that the warrants issued in connection with the debentures on April 2, 2015 and April 27, 2015 should be treated as a liability since it has been determined not to be indexed to the Company's own stock.

 

Warrants issued on June 18, 2015 in connection with a convertible promissory note are entitled to a price adjustment provision that allows the exercise price of the warrants to be the lower of $1.00 or the market price of Company’s common stock. The Company determined that the Warrants meet the definition of a derivative under ASC Topic 815, Derivatives and Hedging “ASC Topic 815”. In determining whether the Warrants were eligible for a scope exception from ASC Topic 815, the Company considered the provisions of ASC Topic 815-40 (Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock). The Company determined that the Warrants do not meet a scope exception because they are not deemed indexed to the Company’s own stock. Pursuant to ASC Topic 815, derivatives should be measured at fair value as of the inception date and re-measured at fair value as of each subsequent balance sheet date with changes in fair value recorded in earnings at each reporting period.

 

The fair value of the warrants on the date of issuance as calculated using the

Black-Scholes model was:

 

Debenture  Fair Value
April 2, 2015  $4,291
April 27, 2015  $4,264
June 18, 2015  $45,964

 

 

The following assumptions were used to calculate the fair value:

 

      Common               
Warrant  Exercise  Stock        Dividend  Interest  Forfeiture
Date  Price  Price  Volatility  Term  Yield  Rate  Risk
   per/sh  per/sh               
April 2, 2015  $1.25   $0.90    392%  2 yrs   0%   0.91%   0%
                                  
April 27, 2015  $1.25   $1.10    392%  2 yrs   0%   0.91%   0%
                                  
June 18, 2015  $1.00   $0.80    392%  3 yrs   0%   0.91%   0%

 

 

The fair value of the warrants has been recorded as a debt discount which is to be amortized as interest expense over the life of the Debentures.

 

A summary of warrant transactions during the nine months ended September 30, 2015 is as follows:

 

      Weighted Average  Weighted
   Warrant  Exercise Price  Average
   Shares  Per Common Share  Life
          
Outstanding at January 1, 2015   22,000   $1.34    1.17 
Issued   66,200   $1.03    2.55 
Exercised   —      —      —   
Expired   —      —      —   
Outstanding at September 30, 2015   88,200   $1.11    2.21 
Exercisable at September 30, 2015   88,200   $1.11    2.21 

 

The following assumptions were used to calculate the fair value of warrants at September 30, 2015:

 

Exercises price $1 - $1.5
Common stock price per share $1.04
Volatility 270.31%
Weighted average life 2.21 years
Dividend yield 0%
Interest rate 0.91%
Forfeiture risk 0%

 
Income Taxes
 9 Months Ended
Sep. 30, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

12. Income Taxes

 

The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the three and nine months ended September 30,2015.

 

The Company periodically evaluates whether it is more likely than not that it will generate sufficient taxable income to realize the deferred income tax asset. The ultimate realization of this asset is dependent upon the generation of future taxable income sufficient to offset the related deductions. At the present time, management cannot presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly, a valuation allowance has been established to offset the asset.

 

The Company's Italian subsidiaries are governed by the income tax laws of Italy. The corporate tax rate in Italy is 32.32% (IRES at 27.5% plus IRAP ordinary at 4.82%) on income reported in the statutory financial statements after appropriate tax adjustments.

 

The reconciliation of income tax expense at the U.S. statutory rate of 35% to the Company’s effective tax rate is as follows:

 

   September 30,  September 30,
   2015  2014
U.S. statutory rate of 35%  $(395,224)  $(1,811,719)
Tax rate difference between U.S and Italy (27.5%)   30,487    (17,331)
Change in valuation allowance   396,229    1,834,657 
Permanent difference   31,910    —    
Effective tax rate  $63,402   $5,607 

 

The Company has accumulated a net operating loss carry forward ("NOL") of approximately $8.4 million as of September 30, 2015. This NOL may be offset against future taxable income through the year 2035. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the NOL. No tax benefit has been reported in the consolidated financial statements for the three and nine months ended September 30, 2015 because it has been fully offset by a valuation allowance.

 

NOL's incurred are subject to limitation due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited in any one year by alternative minimum tax rules.

 

Under Italian tax law the operating loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset against national income tax, in the limit of 80% of taxable annual income (this restriction does not apply to the operating loss incurred in the first three years of the Company's activity, which are therefore available for 100% offsetting).

 

The provisions for income taxes are summarized as follows:

 

   September 30,  September 30,
   2015  2014
Current - foreign  $63,402   $5,607 
Deferred   —      —   
Total  $63,402   $5,607 

 
Subsequent events
 9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent events

13. Subsequent Events

 

The Company has evaluated subsequent events through the filing date of these financial statements on form 10-Q and has disclosed as follows:

 

On October 29, 2015, the Company obtained, through its wholly owned subsidiary Multigioco Srl., a bank loan of EUR 500,000 at an interest rate of 5% per annum with monthly payments of approximately EUR 9,426 for a term of 5 years from Banca Veneto ScPA. The loan is fully open for repayment without penalty and is guaranteed by certain shareholders of the Company.
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Basis of consolidation

a) Basis of consolidation

 

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation.

 

 

 
Goodwill

b) Goodwill

 

Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management's assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter.

 

We perform the allocation based on our knowledge of the market in which we operate, and our overall knowledge of the gaming industry.

 
Long-Lived Assets

c) Long-Lived Assets

 

We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings.

 

Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers.

 
Derivative Financial Instruments

d) Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

 

For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 
Currency translation

e) Currency translation

 

Since the Company's subsidiary operates in Italy, the subsidiary's functional currency is the Euro. In the consolidated financial statements, revenue and expense accounts are translated at the average rates during the period, and assets and liabilities are translated at year-end rates and equity accounts are translated at historical rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity. Gains and losses from foreign currency transactions are recognized in current operations.

 
Revenue Recognition

f) Revenue Recognition

 

Revenues from sports-betting; casino, cash and skill games; slots, lotteries, bingo and horse race wagers represent the gross pay-ins (also referred to as Turnover) from customers less gaming taxes and payouts to customers. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Revenues are recorded when the game is closed. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold.

 
Earnings Per Share

g) Earnings Per Share

 

FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. As a result of the net loss in the three and nine months ended September 30, 2015, the calculation of diluted loss per common share does not include the dilutive effect to outstanding warrants.

 
Business combinations

h) Business Combinations

 

We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

 

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

 
Recent Accounting Pronouncements

i) Recent Accounting Pronouncements

 

There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.

 
Acquisition of Offline (Land-based) Gaming Assets (Tables)
 9 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Preliminary Purchase Price allocation

 

       Useful life
          
Property, Plant and Equipment         
Furniture and fixtures:   42,606       8 1/3 years
Lighting and electrical:   3,652        10 years
Servers, routers, computers, network:   6,087        5 years
Electronics, televisions:   4,261        4 years
Security and surveillance:   6,087        10 years
Total property, plant and equipment       $62,693    
              
Identifiable intangible assets             
Bersani license:   36,519        1.5 years
Monti license:   36,519        1.5 years
Corner concession rights:   57,381        5 years
Agency concession rights:   226,327        5 years
Customer relationships:   346,931        15 years
Total identifiable intangible assets       $703,677    
              
Assets acquired (Rifa)   20,598         
Liabilities assumed  (39,493)        
Net       $(18,895)   
              
Total identifiable assets less net liabilities       $747,475    
              
Goodwill        81,079    
Total purchase price       $828,554    
Related party transactions and balances (Tables)
 9 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related party transactions and balances

 

   September 30,  December 31,
   2015  2014
       
Gold Street Capital Corp.  $57   $17,086 
Doriana Gianfelici   54,844    48,631 
Total advances from stockholders  $54,901   $65,717 
Deposits on Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2015
Deposits On Acquisitions Tables  
Deposits on acquisitions

 

   September 30,  December 31,
   2015  2014
       
Acquisition of Rifa Srl.  $—     $62,698 
Acquisition of Streamlogue Holdings Ltd.   750,929    655,976 
    750,929    718,674 
Less allowance for doubtful account   (750,929)   (655,976)
   $—     $62,698 
Revenues (Tables)
 9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Revenue

 

   Nine Months  Three Months  Three and Nine
   Ended  Ended  Months Ended
   September 30,  September 30,  September 30,
   2015  2015  2014
Turnover         
Turnover web-based  $46,765,451   $16,476,300   $9,491,209 
Turnover land-based   3,364,792    1,056,523    —   
Total Turnover   50,130,243    17,532,823    9,491,209 
Winnings/Payouts               
Winnings web-based   43,490,311    15,374,398    8,709,516 
Winnings land-based   2,602,896    804,158    —   
Total Winnings/payouts   46,093,207    16,178,556    8,709,516 
Gross Gaming Revenues   4,037,036    1,354,267    781,693 
                
Less: AAMS Gaming Taxes   747,918    258,924    117,926 
Net Gaming Revenues  $3,289,118   $1,095,343   $663,797 
Warrants (Tables)
 9 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Debenture

 

Debenture  Fair Value
April 2, 2015  $4,291
April 27, 2015  $4,264
June 18, 2015  $45,964
Weighted average assumptions

 

      Common               
Warrant  Exercise  Stock        Dividend  Interest  Forfeiture
Date  Price  Price  Volatility  Term  Yield  Rate  Risk
   per/sh  per/sh               
April 2, 2015  $1.25   $0.90    392%  2 yrs   0%   0.91%   0%
                                  
April 27, 2015  $1.25   $1.10    392%  2 yrs   0%   0.91%   0%
                                  
June 18, 2015  $1.00   $0.80    392%  3 yrs   0%   0.91%   0%
Warrants

 

      Weighted Average  Weighted
   Warrant  Exercise Price  Average
   Shares  Per Common Share  Life
          
Outstanding at January 1, 2015   22,000   $1.34    1.17 
Issued   66,200   $1.03    2.55 
Exercised   —      —      —   
Expired   —      —      —   
Outstanding at September 30, 2015   88,200   $1.11    2.21 
Exercisable at September 30, 2015   88,200   $1.11    2.21 
Black-scholes modle

 

Exercises price $1 - $1.5
Common stock price per share $1.04
Volatility 270.31%
Weighted average life 2.21 years
Dividend yield 0%
Interest rate 0.91%
Forfeiture risk 0%
Income Taxes (Tables)
 9 Months Ended
Sep. 30, 2015
Income Taxes Tables  
Reconciliation of income tax expense

 

   September 30,  September 30,
   2015  2014
U.S. statutory rate of 35%  $(395,224)  $(1,811,719)
Tax rate difference between U.S and Italy (27.5%)   30,487    (17,331)
Change in valuation allowance   396,229    1,834,657 
Permanent difference   31,910    —    
Effective tax rate  $63,402   $5,607 
Provisions for income taxes

 

   September 30,  September 30,
   2015  2014
Current - foreign  $63,402   $5,607 
Deferred   —      —   
Total  $63,402   $5,607 
Nature of Business and Operations (Details) - USD ($)
 3 Months Ended
Jan. 31, 2015
Aug. 15, 2014
Sep. 30, 2015
Multigioco [Member]      
Ownership   100.00%  
Shops   389  
Rifa Srl. [Member]      
Ownership 100.00%    
Corner Concession Rights [Member]      
Corner Concession rights purchase     $ 22,500
Going Concern (Details)
Sep. 30, 2015
USD ($)
Going Concern Details  
Working capital deficit $ 1,118,961
Acquisition of Offline (Land-based) Gaming Assets (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 31, 2015
Sep. 30, 2015
Sep. 30, 2015
Dec. 31, 2014
Rifa Srl. [Member]        
Business Acquisition [Line Items]        
Ownership 100.00%      
Purchase price       $ 36,300
Payments of debt       26,000
Purchase price deposits       $ 62,300
New Gioco [Member]        
Business Acquisition [Line Items]        
Ownership [1]     100.00%  
Purchase price   $ 787,158 $ 787,158  
Payable amount   569,700 $ 569,700  
Number of installments     9  
Installment amount     $ 63,308  
Forgiveness of debt     256,251  
Purchase price deposits   $ 88,960 $ 160,560  
[1] New Gioco is an Italian gaming company which is 50% owned by Laura Tabacco an Italian citizen and 50% owned by Beniamino Gianfelici who along with his daughter, owned 100% of Multigioco prior to its acquisition by Empire.
Acquisition of Offline (Land-based) Gaming Assets - Preliminary Purchase Price allocation (Details) - Sep. 30, 2015 - Gaming Assets [Member] - USD ($)
Total
Property, Plant and Equipment $ 62,693
Identifiable intangible assets 703,677
Assets acquired (Rifa) 20,598
Liabilities assumed (39,493)
Net (18,895)
Total identifiable assets less net liabilities 747,475
Goodwill 81,079
Purchase price 828,554
Furniture and fixtures [Member]  
Property, Plant and Equipment $ 42,606
Useful Life 8 years 4 months
Lighting and Electrical [Member]  
Property, Plant and Equipment $ 3,652
Useful Life 10 years
Server, routers, computer, network [Member]  
Property, Plant and Equipment $ 6,087
Useful Life 5 years
Electronics, televisions [Member]  
Property, Plant and Equipment $ 4,261
Useful Life 4 years
Security and surveillance [Member]  
Property, Plant and Equipment $ 6,087
Useful Life 10 years
Bersani License [Member]  
Identifiable intangible assets $ 36,519
Useful life 1 year 6 months
Monti License [Member]  
Identifiable intangible assets $ 36,519
Useful life 1 year 6 months
Corner Concession Rights [Member]  
Identifiable intangible assets $ 57,381
Useful life 5 years
Agency concesiion rights [Member]  
Identifiable intangible assets $ 226,327
Useful life 5 years
Customer relationships [Member]  
Identifiable intangible assets $ 346,931
Useful life 15 years
Related party transactions and balances - Related party (Details) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Related Party Transaction [Line Items]    
Balance of advances from stockholders $ 54,901 $ 65,717
Gold Street Capital Corp. [Member]    
Related Party Transaction [Line Items]    
Balance of advances from stockholders 57 17,086
Doriana Gianfelici [Member]    
Related Party Transaction [Line Items]    
Balance of advances from stockholders $ 54,844 $ 48,631
Related party transactions and balances (Details Narrative) - Sep. 30, 2015 - USD ($)
Total
Related Party [Member]  
Related Party Transaction [Line Items]  
Interest rate 5.00%
Gold Street Capital Corp. [Member]  
Related Party Transaction [Line Items]  
Debt repaid $ 65,404
Shares issued for debt, shares 144,300
Share price $ 1.04
Shares issued for debt, amount $ 150,129
Braydon Capital Corp. [Member]  
Related Party Transaction [Line Items]  
Interest rate [1] 2.00%
Promissory note $ 150,000
Shares issued for debt, shares 166,400
Share price $ 1.04
Shares issued for debt, amount $ 173,106
[1] The interest rate payable on the Promissory Note of $150,000 is 2%/month (24% per annum)
Related party transactions and balances (Details Narrative) (Parenthetical) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2015
Sep. 30, 2014
Advance from related party   $ 142,826 $ 336,306
Gold Street Capital Corp. [Member]      
Advance from related party   198,447  
Doriana Gianfelici [Member]      
Advance from related party $ 9,432 $ 9,783  
Due from affiliates (Details Narrative) - Sep. 30, 2015 - New Gioco [Member] - USD ($)
Total
Investments in and Advances to Affiliates [Line Items]  
Forgiveness of debt $ 256,251
Credit payment by New Gioco $ 11,000
Deposits on Acquisitions (Details) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Business Combination, Separately Recognized Transactions [Line Items]    
Acquisition $ 750,929 $ 718,674
Less allowance for doubtful account (750,929) (655,976)
Deposits on acquisitions   62,698
Streamlogue Holdings Ltd. [Member]    
Business Combination, Separately Recognized Transactions [Line Items]    
Acquisition 750,929 655,976
Less allowance for doubtful account $ (750,929)  
Acquisition of Rifa Srl. [Member]    
Business Combination, Separately Recognized Transactions [Line Items]    
Acquisition   $ 62,698
Deposits on Acquisitions (Details Narrative) - Streamlogue Holdings Ltd. [Member] - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Business Combination, Separately Recognized Transactions [Line Items]    
Purchase price deposits   $ 1,202,855
Advances on purchase   $ 655,976
Additional deposits $ 94,953  
Revenues (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Gaming Revenues        
Total Turnover $ 17,532,823 $ 9,491,209 $ 50,130,243 $ 9,491,209
Less: Winnings/payouts 16,178,556 8,709,516 46,093,207 8,709,516
Gross Gaming Revenues 1,354,267 781,693 4,037,036 781,693
Less: AAMS Gaming Taxes 258,924 117,926 747,918 117,926
Net Gaming Revenues 1,095,343 663,797 3,289,118 663,797
Web-based [Member]        
Gaming Revenues        
Total Turnover 16,476,300 9,491,209 46,765,451 9,491,209
Less: Winnings/payouts 15,374,398 $ 8,709,516 43,490,311 $ 8,709,516
Land-based [Member]        
Gaming Revenues        
Total Turnover 1,056,523   3,364,792  
Less: Winnings/payouts $ 804,158   $ 2,602,896  
Other Equity Transactions (Details Narrative) - Sep. 30, 2015 - USD ($)
Total
Merriman Capital [Member]  
Retainer fee, shares 150,000
Unamortized balance prepaid expense $ 135,125
CorCapital Inc [Member]  
Shares issued for debt, shares 21,650
Share price $ 1.04
Shares issued for debt, amount $ 22,500
Debentures and Debenture Warrants (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Proceeds from debentures/convertible notes $ 75,474 $ 70,000  
Unamortized discount 106,976   $ 8,654
April 2, 2015 [Member]      
Issue Value 25,000    
Proceeds from debentures/convertible notes $ 18,400    
Number of debentures 5 debentures issued    
Debenture purchased $ 5,000    
Interest rate 15.00%    
Warrants 500    
Warrant price $ 1.25    
Discount

a 25% discount to the offering price of common shares

    
Commissions $ 3,135    
April 2, 2015 [Member] | CDN      
Proceeds from debentures/convertible notes 25,000    
Debenture purchased $ 5,000    
Warrant price $ 1.25    
April 27, 2015 [Member]      
Issue Value $ 20,000    
Proceeds from debentures/convertible notes $ 15,224    
Number of debentures 4 debentures issued    
Debenture purchased $ 5,000    
Interest rate 15.00%    
Warrants 500    
Warrant price $ 1.25    
Discount

a 25% discount to the offering price of common shares

    
Commissions $ 2,546    
April 27, 2015 [Member] | CDN      
Proceeds from debentures/convertible notes 20,000    
Debenture purchased $ 5,000    
Warrant price $ 1.25    
June 18, 2015 [Member]      
Issue Value $ 330,000    
Proceeds from debentures/convertible notes $ 115,000    
Original Issue Discount Percentage 10.00%    
Original Issue Discount $ 10,000    
Interest rate 10.00%    
Legal fees $ 5,000    
Investor notes issued $ 10,000    
Number of notes 2    
Commissions $ 8,000    
Commissions, share issued 7,500    
Price per share $ 0.80    
Accrued Commissions $ 6,000    
July 9, 2015 [Member]      
Issue Value 220,000    
Proceeds from debentures/convertible notes $ 55,000    
Original Issue Discount Percentage 10.00%    
Original Issue Discount $ 5,000    
Commissions $ 4,000    
Commissions, share issued 4,000    
Price per share $ 0.75    
Accrued Commissions $ 3,000    
Debentures and Debenture Warrants (Details Narrative) (Parenthetical)
 9 Months Ended
Sep. 30, 2015
June 18, 2015 [Member]  
Terms

In the event the market capitalization of the Company falls below $10,000,000, the warrant may be exercised at the lower of $1.00 and the market price as of any applicable date of conversion per warrant to receive one common share prior to June 18, 2018. The Company is not required to make payments against the Note for 180 days after issue.
July 9, 2015 [Member]  
Terms

The Note is convertible to shares of common stock of the Company at a price equal to the lower of $0.80 or 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the Investor elects to convert all or part of the Note.
Fair Value Debenture (Details)
Sep. 30, 2015
USD ($)
April 2, 2015 [Member]  
Debt Conversion [Line Items]  
Fair value of debenture $ 4,291
April 27, 2015 [Member]  
Debt Conversion [Line Items]  
Fair value of debenture 4,264
June 18, 2015 [Member]  
Debt Conversion [Line Items]  
Fair value of debenture $ 45,964
Warrants - Weighted average assumptions (Details) - Sep. 30, 2015 - $ / shares
Total
April 2, 2015 [Member]  
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]  
Exercise price $ 1.25
Common stock price per warrant $ 0.90
Volatility 392.00%
Term 2 years
Dividend yield 0.00%
Interest rate 0.91%
Risk of forfeiture 0.00%
April 27, 2015 [Member]  
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]  
Exercise price $ 1.25
Common stock price per warrant $ 1.10
Volatility 392.00%
Term 2 years
Dividend yield 0.00%
Interest rate 0.91%
Risk of forfeiture 0.00%
June 18, 2015 [Member]  
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]  
Exercise price $ 1.00
Common stock price per warrant $ 0.80
Volatility 392.00%
Term 3 years
Dividend yield 0.00%
Interest rate 0.91%
Risk of forfeiture 0.00%
Warrants (Details) - 9 months ended Sep. 30, 2015 - Warrant [Member] - $ / shares
Total
Warrant Shares [Rollforward]  
Outstanding at January 1, 2015 22,000
Issued during the period 66,200
Outstanding and exercisable at June 30, 2015 88,200
Weighted Average Exercise Price Per Common Share  
Outstanding at January 1, 2015 $ 1.34
Issued during the period 1.03
Outstanding and exercisable at June 30, 2015 $ 1.12
Weighted Average Life per Warrant  
Outstanding at January 1, 2015 1 year 1 month 7 days
Issued 2 years 5 months 5 days
Outstanding and exercisable at June 30, 2015 2 years 2 months 1 day
Warrants (Details Narrative 2) - Sep. 30, 2015 - Warrant [Member] - $ / shares
Total
Volatility 270.31%
Weighted average life 2 years 2 months 1 day
Dividend yield 0.00%
Interest rate 0.91%
Risk of forfeiture 0.00%
Minimum [Member]  
Exercise price $ 1.00
Common stock price per warrant 1.04
Maximum [Member]  
Exercise price $ 1.5
Income Taxes (Details Narrative) - Sep. 30, 2015 - USD ($)
Total
Income Tax Disclosure [Abstract]  
Net operating loss carryforward $ 8,400,000
Italy corporate tax rate [1] 32.32%
U.S. statutory rate 35.00%
[1] IRES at 27.5% plus IRAP ordinary at 4.82%
Income Taxes (Details 1) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Tax Disclosure [Abstract]        
U.S. statutory rate of 35%     $ (395,224) $ (1,811,719)
Tax rate difference between U.S and Italy     30,487 (17,331)
Change in valuation allowance     396,229 $ 1,834,657
Permanent difference     31,910  
Income tax expense $ 36,857 $ 5,607 $ 63,402 $ 5,607
Income Taxes (Details 3) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Taxes Details 3        
Current - foreign     $ 63,402 $ 5,607
Deferred        
Income tax expense $ 36,857 $ 5,607 $ 63,402 $ 5,607
Subsequent events (Details 1) - Dec. 31, 2015 - Bank Loan [Member] - EUR (€)
Total
Interest rate 5.00%
Note Issued € 500,000
Monthly payments € 9,426