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Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2015
Apr. 14, 2016
Jun. 30, 2015
Document And Entity Information      
Entity Registrant Name EMPIRE GLOBAL CORP.    
Entity Central Index Key 0001080319    
Document Type 10-K/A    
Document Period End Date Dec. 31, 2015    
Amendment Flag true    
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 Public Float     $ 4,613,780
Entity Common Stock, Shares Outstanding   24,126,088  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2015    
Amendment

This Amendment No. 1 to Empire Global Corp’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2016 is being filed for the purpose of correcting clerical errors, improving the appearance of tables and page numbering which may confuse the reader. These amendments and corrections do not affect the results of operations or amounts reported in the interim consolidated financial statements.

   
Consolidated Balance Sheets - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Current Assets    
Cash and cash equivalents $ 157,363 $ 422,276
Deposits on acquisitions 62,698
Gaming accounts receivable, net of allowance for doubtful accounts $ 178,151 371,644
Prepaid expenses $ 315,666 393,224
Due from affiliates 256,251
Investment in corporate bonds 389,536
Other current assets $ 36,725 16,676
Total current assets 687,905 $ 1,912,305
Non current assets    
Restricted Cash 232,013
Property, plant and equipment 88,705 $ 17,995
Intangible assets 2,376,540 1,982,437
Goodwill 260,318 179,239
Investment in non-consolidated entities 6,729 40,594
Total Noncurrent Assets 2,964,305 2,220,265
Total Assets 3,652,210 4,132,570
Current Liabilities    
Line of credit - bank 312,483 194,139
Accounts payable and accrued liabilities 571,501 377,561
Gaming account balances 274,942 352,605
Taxes payable $ 165,166 121,531
Bank Loan Payable 56,286
Advances from stockholders $ 191,675 $ 65,717
Liability in connection with acquisition - Advances from Newgioco 327,536
Debenture, net of discount 112,848 $ 141,346
Derivative liability 28,375 15,397
Promissory note payable 294,368 436,796
Other current liabilities 1,450 22,898
Total Current Liabilities 2,280,344 1,784,276
Long term liabilities 67,532 52,912
Total Liabilities 2,347,876 1,837,188
Stockholders Deficiency    
Common Stock, $0.0001 par value, 80,000,000 shares authorized; 24,126,088 and 20,675,800 issued and outstanding 2,413 2,327
Additional paid-in capital 10,472,501 9,525,357
Accumulated other comprehensive income (loss) 124,265 39,880
Accumulated Deficit (9,294,845) (7,272,182)
Total Stockholders' Equity 1,304,334 2,295,382
Total Liabilities and Stockholder' Deficiency $ 3,652,210 $ 4,132,570
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2015
Dec. 31, 2014
STOCKHOLDERS' EQUITY    
Capital stock - par value $ 0.0001 $ 0.0001
Capital stock - authorized 80,000,000 80,000,000
Capital stock - issued 24,126,088 23,264,800
Capital stock - outstanding 24,126,088 23,264,800
Statements of Comprehensive Income (Loss) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]    
Revenue $ 4,872,902 $ 1,741,531
Costs and Expenses    
Selling expenses 3,663,165 1,448,653
General and administrative expenses 2,837,800 892,781
Total costs and expenses 6,500,965 2,341,434
Loss from operation (1,628,063) (599,903)
Other Expenses (Income)    
Interest expense, net of interest income 205,355 24,066
Changes in fair value of derivative liabilities 22,808 (1,233)
Imputed interest on related party advances 5,309 11,972
Allowance for deposit on acquisition 94,952 655,976
Impairment on investment 30,185 875,459
Total Other Expenses 358,609 1,566,240
Loss before income taxes (1,986,672) (2,166,143)
Income taxes 35,991 5,091
Net loss (2,022,663) (2,171,234)
Other Comprehensive Income    
Foreign currency translation adjustment 84,385 39,880
Comprehensive loss $ (1,938,278) $ (2,131,354)
Basic and fully diluted loss per share    
Basic and fully diluted loss from operation $ (0.08) $ (0.11)
Weighted average number of common shares outstanding Basic and diluted 23,412,131 20,093,893
Consolidated Statements of Changes in Stockholders Equity (Deficiency) - USD ($)
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Total
Beginning Balance, Shares at Dec. 31, 2012 18,675,800        
Beginning Balance, Amount at Dec. 31, 2012 $ 1,868 $ 4,916,600   $ (5,084,293) $ (165,825)
Imputed interest on stock advances   8,244     8,244
Net Loss       (16,655) (16,655)
Ending Balance, Shares at Dec. 31, 2013 18,675,800        
Ending Balance, Amount at Dec. 31, 2013 $ 1,868 4,924,844   (5,100,948) (174,236)
Shares issued for acquisition, net of reacquired shares 1,020,000        
Shares issued for acquisition, net of reacquired shares $ 102 1,019,898     1,020,000
Shares issued for repayment of debt, shares 357,150        
Shares issued for repayment of debt $ 36 357,114     357,150
Shares issued for services, shares 542,850        
Shares issued for services $ 54 542,796     542,850
Shares issued for cash, shares 2,669,000        
Shares issued for cash $ 267 2,668,733     2,669,000
Imputed interest on stock advances   11,972     11,972
Foreign currency translation adjustment     $ 39,880   39,880
Net Loss       (2,171,234) (2,171,234)
Ending Balance, Shares at Dec. 31, 2014 23,264,800        
Ending Balance, Amount at Dec. 31, 2014 $ 2,327 9,525,357 39,880 (7,272,182) 2,295,382
Shares issued for repayment of debt, shares 332,350        
Shares issued for repayment of debt $ 33 345,611     345,644
Shares issued for services, shares 311,500        
Shares issued for services $ 31 321,969     322,000
Shares issued for warrants exercised, shares 62,438        
Shares issued for warrants exercised $ 6 64,344     64,350
Shares issued for cash, shares 155,000        
Shares issued for cash $ 16 154,985     155,000
Imputed interest on stock advances   5,272     5,272
Beneficial conversion value of debt   54,964     54,964
Foreign currency translation adjustment     84,385   84,385
Net Loss       2,022,663 2,022,663
Ending Balance, Shares at Dec. 31, 2015 24,126,088        
Ending Balance, Amount at Dec. 31, 2015 $ 2,413 $ 10,472,501 $ 124,265 $ (9,294,845) $ 1,304,334
Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Cash Flows from Operating Activities    
Net loss $ (2,022,663) $ (2,171,234)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization 429,210 101,145
Amortization of deferred costs 31,738 403
Non-cash interest 113,456 7,975
Imputed interest 5,309 11,972
Changes in fair value of derivative liabilities 22,808 $ (1,233)
Non-cash commission and legal fees related to debenture $ 5,000
Loss on disposal of intangible assets $ 16,318
Impairment of assets $ 125,137 1,531,435
Amortization of expenses paid in stock 362,749 $ 230,350
Bad debt 354,678
Changes in operating assets and liabilities    
Prepaid expenses (20,025) $ (12,738)
Accounts payable and accrued liabilities 249,724 (79,358)
Gaming accounts receivable (196,649) (41,734)
Gaming account liabilities (42,409) 4,276
Taxes payable 96,950 18,628
Other current assets $ (20,433) (9,809)
Due from affiliates (266,536)
Other current liabilities $ (6,415) 28,209
Long term liability 4,944 21,497
Net cash used in operating activities (506,890) (610,434)
Cash Flows from Investing Activities    
Acquisition of property, plant and equipment (27,922) $ (724)
Acquisition of intangible assets (88,800)
Cash acquired on acquisition 14,382 $ 4,635
Cash paid for acquisition (189,350) $ (620,700)
Proceeds from matured corporate bond 355,200
Increase in restricted cash (235,535)
Deposit on acquisitions $ (61,652) $ (721,191)
Investment in non-consolidated entities (875,459)
Net cash used in investing activities $ (233,677) (2,213,439)
Cash Flows from Financing Activities    
Proceeds (repayment) of bank credit line, net 140,201 (129,028)
Repayment to bank loan (51,324) (71,902)
Proceeds from convertible notes, net of fees and discount 222,020 139,500
Proceeds from promissory notes 336,233 $ 436,796
Repayment of promissory notes (328,661)
Repayment of convertible notes and debenture (265,000)
Proceeds from issuance of common stock 155,000 $ 2,669,000
Advances from stockholders, net of repayment 281,054 208,863
Net cash provided by financing activities 489,523 3,253,229
Effect of change in exchange rate (13,868) (7,080)
Net increase in cash (264,913) $ 422,276
Cash - beginning of year 422,276
Cash - end of year 157,363 $ 422,276
Supplemental disclosure of cash flow information:    
Cash paid during the year for: Interest 74,367 $ 18,055
Cash paid during the year for: Income Taxes 15,765
Supplemental cash flow disclosure for non-cash activities:    
Common shares issued to related parties for repayment of debt 323,128 $ 357,150
Common shares issued for repayment of debt 22,516
Common shares issued for cashless exercise of warrants $ 64,350
Common shares issued for acquisition of a subsidiary 2,000,000
Basis of Presentation and Nature of Business
12 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Nature of Business

1. Basis of Presentation and Nature of Business

 

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 the Company 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. (See Note 4)

 

Going Concern
12 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

2. Going concern

 

The accompanying 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 working capital deficit of $1,592,439 as of December 31, 2015, did not generate cash flow from operation and reported operating losses for the past two years. 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 mitigate its losses in future years by significantly reducing its operating expenses, seeking out new business opportunities and attempting to raise debt or equity financing. However, there is no assurance that the Company will be able to obtain additional financing, reduce its operating expenses or be successful in maintaining a viable business.

 

Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

a) Basis of presentation

 

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company transactions and 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 not being amortized, but 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, bingo and horse race wagers represent the gross pay-ins (also referred to as Turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. 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. These potentially dilutive securities were not included in the calculation of loss per share for the years ended December 31, 2015 and 2014, thus the effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share is the same for all periods presented.

 

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.

 

i) Cash and equivalents

 

The Company considers all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value. The Company has no cash equivalents as of December 31, 2015 and 2014.

 

The Company primarily places its cash with high-credit quality financial institutions, one of which is located in the United States and is insured by the Federal Deposit Insurance Corporation for up to $250,000 and another which is located in Italy and is insured by the Italian government.

 

j) Gaming accounts receivable & allowance for doubtful accounts

 

Gaming accounts receivable represents gaming deposits made by customers to their gaming accounts either directly by credit card, bank wire, e-wallet or other accepted method through one of our websites or indirectly in cash at the cashier of a betting shop but not yet credited to our bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that an allowance for doubtful accounts for the amount of EUR 319,530 (approximately U.S. $354,678) is needed for the gaming accounts receivable balances as of December 31, 2015. The Company does not require collateral to support customer receivables.

 

k) Gaming account balances

 

Gaming account balances represent customer balances, including winnings and deposits, that are held as credits in gaming accounts and have not as of yet been used or withdrawn by the customers. Customers can request payment from the Company at any time and the payment to customers can be made through bank wire, credit card, or actual cash disbursement from one of our locations. Gaming account credit balances are non-interest bearing.

 

l) Property, plant and equipment

 

Property, plant and equipment are stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized as expenses in the statement of income as incurred.

 

Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put into operation. The range of the estimated useful lives is as follows:

 

Trademarks / names   14 years  
Office equipment   5 years 
Office furniture   8 1/3 years 
Signs and displays   5 years 

 

m) Intangible Assets

 

Intangible assets are amortized on a straight-line basis over their remaining useful life and consist of the following:\

 

Websites   5 years 
ADM license   7 years 
Location contracts   7 years 
Customer relationships   15 years 

 

 

 

We evaluate intangible assets for impairment on an annual basis, and do so during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only where the fair value is less than carrying value.

 

n) Fair Value Measurements

 

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

The carrying value of the Company's short term investments, prepaid expenses, accounts receivables, and sundry assets, accounts payable and accrued charges, gaming account balance, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments.

 

The warrant liabilities and derivative liability in connection with the conversion feature of the convertible debt are classified as a level 3 liability, and are the only financial liability measured at fair value on a recurring basis.

 

The change in the Level 3 financial instrument is as follows:

 

Balance at December 31, 2013   
Issued during the year ended December 31, 2014  $16,630 
Change in fair value recognized in operations   (1,233)
Balance at December 31, 2014   15,397 
Issued during the year ended December 31, 2015   54,520 
Exercised during the year ended December 31, 2015   (64,350)
Change in fair value recognized in operations   22,808 
Balance at December 31, 2015  $28,375 

 

o) Investments in non-consolidated entities

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

 

The Company's investment in 2336414 Ontario Inc. and Veneto Banca were accounted for using the cost method of accounting. The Company monitors its investment for impairment at least annually and make appropriate reductions in the carrying value if it determines that an impairment charge is required based on qualitative and quantitative information.

 

p) Leases

 

Leases are reviewed and classified as capital or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations, the Company records rent expense on the straight line method. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent account and is included in accrued expenses and other current liabilities.

 

All lease agreements of the Company as lessees are accounted for as operating leases as of December 31, 2015 and 2014.

 

q) Income Taxes

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

The Company has elected to include interest and penalties related to uncertain tax positions, if determined, as a component of income tax expense.

 

In Italy, tax years beginning 2010 forward are open and subject to examination. The Company is not currently under examination and it has not been notified of a pending examination.

 

r) Promotion, Marketing, and Advertising Costs

 

The costs of promotion, marketing, and advertising are charged to expense as incurred.

 

s) Comprehensive Income (Loss)

 

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities.

 

The Company adopted FASB ASC 220-10-45, "Reporting Comprehensive Income". ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income consists of net income and unrealized gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments.

 

t) Use of estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share based payment arrangements, determining the fair value of our common stock, the collectability of receivables and advances and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 

u) 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
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Acquisition of Offline (Land-based) Gaming Assets

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

 

(a) Multigioco Srl.

 

On August 15, 2014 the Company acquired 100% of the outstanding common shares of Multigioco, an Italian corporation, in exchange for 2,000,000 restricted shares of Empire's common stock. For accounting purposes, the purchase was accounted for using the acquisition method of accounting.

 

Multigioco was formed on November 4, 2010 by the founder of New Gioco Srl, Beniamino Gianfelici and Doriana Gianfelici, the father-in-law and spouse respectively of our President Alessandro Marcelli, with New Gioco Srl holding a 66% interest and Doriana Gianfelici holding a 34% interest respectively, in Multigioco.

 

On August 15, 2014, the Company completed its acquisition of Multigioco in which it acquired 100% of the outstanding common shares of Multigioco, an Italian corporation.

 

Based on the Share Purchase Agreement to acquire Multigioco, the Company will pay EUR 1,000,000 (approximately U.S. $1,336,600 using the exchange rate at the closing date) in consideration for 100% shares of Multigioco at closing. In Lieu of the cash consideration due at closing, the Company issued 2,000,000 restricted shares of Empire's common stock, which was valued at a fair market value of $1.00 per share. As stated in the Agreement, the shareholders of Multigioco have the option to give back those shares in exchange for the cash consideration no later than 90 days from the closing of this Agreement. The parties have informally agreed to extend the option indefinitely. On October 24, 2014, the Company paid EUR 490,000 (approximately U.S. $620,700) to reacquire 49% (or 980,000 shares) of the shares issued to Multigioco shareholders. The cash paid for reacquiring those shares was treated as measurement period purchase price adjustment.

 

The acquisition was accounted for under the acquisition method of accounting. The assets and liabilities of Multigioco are included in the Consolidated Balance Sheet as of December 31, 2014 and the results of the Multigioco operations subsequent to the acquisition date are included in the Consolidated Statement of Comprehensive Loss.

 

The purchase price was allocated to the fair market value of tangible and intangible assets acquired and liabilities assumed as follows:

 

       Useful life
          
Current Assets     $ 441,049     
Property, plant and equipment       22,779    4 – 10 years 
Investment       442,376      
                
Identifiable intangible assets               
Trademarks / names:   110,000         14 years 
Websites:   40,000         5 years 
AAMS license:   490,000         7 years 
Location contracts:    1.000,000         7 years 
Customer relationships:   440,000         15 years 
Total identifiable intangible assets       $2.080.000      
                
Liabilities assumed       (1,554,743     
Total identifiable assets less net liabilities       $1,461,461      
                
Goodwill        179,239      
Total purchase price       $1,640,700      

 

  

(b) Rifa Srl. And Newgioco 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 U.S. $62,300) towards the acquisition of Rifa, which was classified as deposit on acquisitions at December 31, 2014. The Company paid EUR 30,000 (approximately U.S. $36,300) towards the purchase price of Rifa and also advanced EUR 21,506 (approximately U.S. $26,000) for payments of debts of Rifa.

 

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

 

Newgioco 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.

 

Rifa was a privately owned, inactive Italian gaming company which included a "Monti license" and 1 Diritti Negozio Sportivo (“Agency”) Concession Right. The Company acquired Rifa in order to develop its land-based gaming operations in Italy.

 

The Company agreed to pay Newgioco EUR 650,649 (approximately U.S. $787,158) which included EUR 450,000 (approximately U.S. $569,700) payable in 9 cash instalments of EUR 50,000 (approximately U.S. $63,308) each until paid in full and forgiveness of EUR 210,507 (approximately U.S. $256,251) in debt which was recorded as due from affiliates at December 31, 2014. As of December 31, 2015, the Company has paid EUR 144,000 (approximately U.S. $159,840) towards the cash purchase price. Additional payments of EUR 106,000 (approximately U.S. $116,923) and EUR 75,000 (approximately U.S. $82,729) were paid in February, 2016 and April 2016, respectively.

 

For accounting purposes, the purchase was accounted for using the acquisition method of accounting. The assets and liabilities of Rifa and Newgioco 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 year ended December 31, 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 purchase price allocation:

 

       Useful life
          
Total property, plant and equipment       $62,693    4 – 10 years 
                
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      
                
Net Liabilities assumed       (18,895)     
                
Total identifiable assets less net liabilities       747,475      
                
Goodwill        81,079      
Total purchase price       $828,554      

 

The unaudited pro forma combined historical results, as if  the above mentioned acquisitions had been acquired at the beginning of 2014 are as follows:

 

     Year Ended
     December 31,
     2014
      
Revenue    $5,694,313
Costs and expenses     (6,423,165)
Other income (expenses)     (1,573,897)
Income tax     (8,609)
Net income (loss)    $(2,311,358)

 

 

Deposits on Acquisitions
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Deposits on Acquisitions

5. Deposits on Acquisitions

 

Deposits on acquisitions includes the following:

 

 

   December 31,  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 

 

On January 1, 2015 the Company completed the acquisition of Rifa for EUR 51,506 (approximately U.S. $62,698). Rifa was an inactive legal entity with no business operations or locations, its only asset is a Monti license number 4583. Rifa was acquired to develop our land-based gaming business in Italy.

 

On September 1, 2014 the Company entered into a Share Purchase Agreement (SPA) to acquire Streamlogue Holdings Ltd. ("Streamlogue"), a Maltese licensed gaming company. The purpose of seeking the acquisition of Streamlogue is to expand our gaming products and services outside of the Italian operations of our subsidiary Multigioco. Under the terms of the SPA, the company agreed to pay EUR 600,000 (approximately U.S. $759,698) of outstanding debts of Streamlogue plus EUR 350,000 (approximately U.S. $443,157) in shares of the company payable on closing of the transaction.

 

The Company advanced $94,953 and $655,976 towards the acquisition of Streamlogue during the years ended December 31, 2015 and 2014, respectively. The advances were credited to the purchase price for Streamlogue of EUR 950,000 (approximately U.S. $1,202,855).

 

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 during the year ended December 31, 2014.

Investment in Non-consolidated Entities
12 Months Ended
Dec. 31, 2015
Investments, All Other Investments [Abstract]  
Investment in Non-consolidated Entities

6. Investment in Non-consolidated Entities

 

Investments in non-consolidated entities consists of the following:

   December 31,  December 31,
   2015  2014
       
2336414 Ontario Inc  $875,459   $875,459 
Banca Veneto   6,729    40,594 
    882,188    916,053 
Less impairment   (875,459)   (875,459)
Total investment in non-consolidated entities  $6,729    $40,594 

 

 

On December 9, 2014, the Company invested CDN $1,000,000 (approximately U.S. $875,459) in a private placement of common shares of 2336414 Ontario Inc. ("2336414") representing 666,664 common shares or 2.3% of 2336414. 2336414 is an Ontario corporation and the parent company of Paymobile Inc. a carrier-class, PCI compliant transaction platform, delivering Visa prepaid card programs for social disbursements, corporate payroll replacement and cheque replacement. The Company is in discussions to obtain a supplemental multi-currency payment processing system for our various clients and partners which may offer us unique, competitive, loyalty benefits in our markets.

 

The Company subscribed for 666,664 Units (CDN $1,000,000) (approximately U.S. $875,458), with each Unit being comprised of one (1) common share in the capital of 2336414 and one-quarter (1/4) of one common share purchase warrant, which will require four quarter warrants to acquire one additional common share in the capital of 2336414, for CDN $2.25 within 18 months after the closing of the Offering, or such longer period of time as 2336414 may determine.

 

The Company paid CDN $1,000,000 (approximately $875,459 USD) in cash, and obtained a promissory note from 2336414's subsidiary, Paymobile Inc. Please see Note 15 Promissory Notes Payable for information regarding this promissory note.

 

Since Paymobile has not produced any meaningful income, the Company has determined that it may not be able to realize its investment in 2336414 and has therefore decided to set up a 100% impairment on the investment made as of December 31, 2014. If the investment in 2336414 is unsuccessful, the Company may lose some or all of its investment in 2336414 Ontario Inc.

 

On December 31, 2015 the Company held $6,729 in shares of Banca Veneto SCpA. Banca Veneto is a private mutual enterprise organized under Italian banking laws. The Company recorded impairment of $30,185 on the investment during the year ended December 31, 2015.

 

We carry the value of the shares of Banca Veneto SCpA and 2336414 Ontario Inc. at cost less impairment. The Company accounts for investment in non-consolidated entities using the cost method of accounting if the Company has an ownership interest below 20% and does not have the ability to exercise significant influence over an investee. The shares of Banca Veneto and 2336414 Ontario Inc. do not have an active market.

Restricted Cash
12 Months Ended
Dec. 31, 2015
Receivables [Abstract]  
Restricted Cash

7. Restricted Cash

 

Restricted Cash is cash held in a segregated bank account at Veneto Banca Societa Cooperativa Per Azioni (“SCpA”) (“Veneto Banca”) as collateral against our operating line of credit with the Veneto Banca.

Investment in Corporate Bond
12 Months Ended
Dec. 31, 2015
Schedule of Investments [Abstract]  
Investment in Corporate Bond

8. Investment in Corporate Bond

 

The investment in the corporate bond represents bonds issued by the Veneto Banca Societa Cooperativa Per Azioni ("SCpA"), an Italian bank, bearing interest from 3 - 4.2% that matured in November 2015.

Long Term Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Long Term Debt

9. Long Term Debt

 

Long term debt represents the Italian "Trattamento di Fine Rapporto" (TFR) which is a severance amount set up by Italian companies to be paid to employees on termination or retirement.

Line of Credit-Bank
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Line of Credit-Bank

10. Line of Credit – Bank

 

The Company currently maintains an operating line of credit for a maximum amount of EUR 450,000 (approximately U.S. $492,030) for Multigioco and EUR 50,000 (approximately U.S. 54,670) for Rifa from Veneto Banca in Italy. The line of credit is secured by restricted cash on deposit at Veneto Banca and guaranteed by certain shareholders of the Company and bears a fixed rate of interest at 5% per annum on the outstanding balance and is fully open with no minimum payment, maturity or due date.

Related party transactions and balances
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related party transactions and balances

11. Related party transactions and balances

 

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:

 

   December 31,  December 31,
   2015  2014
       
Gold Street Capital Corp.  $138,228   $17,086 
Doriana Gianfelici   53,447    48,631 
Total advances from stockholders  $191,675   $65,717 

 

During the year ended December 31, 2015, Gold Street Capital Corp. ("Gold Street"), the major stockholder of Empire Global, advanced $271,214 to the Company, net of repayment of $65,404. On September 30, 2015, the Company issued 144,300 shares to Gold Street Capital Corp to pay $150,072 of the debt at the market price of $1.04 per share.

 

Also, Doriana Gianfelici advanced EUR 8,801 (approximately U.S. $9,770) to the Company during the year ended December 31, 2015. The amounts due to Gold Street Capital and Doriana Gianfelici at December 31, 2015 are non-interest bearing and due on demand.

 

On January 1, 2015 the Company acquired land-based gaming assets from Newgioco for a purchase price of EUR 650,649 (approximately U.S. $787,158) which included a forgiveness of EUR 210,507 (approximately U.S. $256,251) in debt due for the administrative services. Pursuant to the agreement with Newgioco, the Company made payments of EUR 150,443 (approximately U.S. $166,992) in the year ended December 31, 2015.

 

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, with an interest at a rate of 2% per month due in full 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 repay the debt, including principal and accrued interest of $173,016, in full.

 

On December 15, 2015 the Company issued a Promissory Note for $186,233 to Braydon Capital Corp. that bears interest at a rate of 1% per month due in full on the Maturity Date of December 15, 2016. Also, on December 15, 2015, the Company entered into a Securities Purchase Agreement with Braydon Capital Corp. for the purchase of 155,000 common shares for $155,000 at the fair market value of $1.00 per share.

Due from affiliates
12 Months Ended
Dec. 31, 2015
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Due from affiliates

12. Due from Affiliates

 

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 Newgioco, the former shareholder of Multigioco. Multigioco billed Newgioco, 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, the Company forgave EUR 210,507 (approximately U.S. $256,251) due from Newgioco for the administrative services, net of credit of EUR 9,858 (approximately U.S. $11,000), see Note 4.

Stockholders Equity
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stockholders Equity

13. Stockholders’ Equity

 

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 with a fair market value of $140,985. 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 $99,666 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 to CorCapital Inc. in full.

 

On November 25, 2015, the Company entered into a non-exclusive financial advisory and placement agent agreement with National Securities Corp.. As consideration for these services, National was paid a one-time retainer fee of 50,000 shares of the Company’s common stock with a fair market value of $55,995. The unamortized balance of $50,323 is included in prepaid expenses on the accompanied balance sheet.

 

On December 24, 2015, the Company entered into a non-exclusive placement agent and investment banking agreement with JH Darbie & Co., Inc.. As consideration for these services, JH Darbie was paid a one-time retainer fee of 100,000 shares of the Company’s common stock with a fair market value of $115,990. The unamortized balance of $113,775 is included in prepaid expenses on the accompanied balance sheet.

 

On December 15, 2015, the Company entered into a Securities Purchase Agreement with Braydon Capital Corp. for the purchase of 155,000 common shares for $155,000 at the fair market value of $1.00 per share.

 

Please see Note11 and Note 13 of this form 10-K for additional common share transactions in the repayment of debt.

Debentures and Debenture Warrants
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Debentures and Debenture Warrants

14. Debentures and Convertible Notes

 

Debentures outstanding include the following:

 

   December 31, 2015  December 31, 2014
April 2, 2015 Debentures      
net of discount of $2,687  $40,336   $—   
April 27, 2015 Debentures          
net of discount of $2,816   31,602    —   
July 9, 2015 Debentures          
net of discount of $14,090   40,910    —   
December 17, 2014 Debentures          
net of discount of $8,654 (2014)   —      141,346 
   $112,848   $141,346 

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 U.S. $18,400). 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. On April 2, 2016, the maturity date, the Company paid the amounts due in full of $28,770 and CDN $28,770 (approximately US $22,141). See also Note 20 Subsequent Events.

 

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 U.S. $15,224). 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.

 

December 17, 2014 Debentures

 

On December 17, 2014, the Company issued debentures to a group of accredited investors to purchase 30 unsecured Debenture Units for gross proceeds of $150,000. Each Debenture Unit is comprised of (i) a $5,000 debenture bearing interest at a rate of 24% per annum, maturing one (1) year from the date of issuance and (ii) 500 warrants which may be exercised at $1.50 per warrant to receive one common share prior to December 17, 2016. On December 17, 2015 the Company paid the amount due in full of $150,000 plus accrued interest of $36,000.

 

The Company paid commissions of $3,135, $2,546, and $10,500 for the April 2, 2015, April 27, 2015, and December 17, 2015 debentures. The commissions related to the debentures were amortized over the life of the debentures.

 

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. On December 14, 2015, the cashless warrant was exercised and the Company issued 62,438 shares. The Note was pre-paid on December 15, 2015. The total amount of pre-payment was $155,233, including interest and penalties. See also Note 20 Subsequent Events.

 

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 an OID of $5,000. This initial consideration is a debenture. As of December 31, 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 Note was pre-paid on January 14, 2016. The total amount of pre-payment was $90,750, including interest and penalties. See also Note 20 Subsequent Events.

 

The Company paid commissions of $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 notes were amortized over the life of the notes.

 

Warrants issued in relation to the debentures and promissory notes are discussed in Note 16.

Promissory Notes Payable
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Promissory Notes Payable

15. Promissory Notes Payable

 

Promissory Notes include the following:

 

   December 31,  December 31,
   2015  2014
       
Braydon Captial Corp.  $186,233   $—   
2336414 Ontario Inc.   108,135    436,796 
   $294,368   $436,796 
           

 

On December 9, 2014 the Company obtained a promissory note for CDN $500,000 (approximately U.S. $436,796) Paymobile Inc., a subsidiary of 2336414 Ontario Inc (“2336414”) of which the Company owns 666,664 common shares, that bears interest at a rate of 1% per month on the outstanding balance to be paid in instalments as follows:

 

- CDN $200,000 on December 31, 2014

- CDN $150,000 on January 31, 2015

- CDN $150,000 on February 28, 2015

 

As of the date of this filing, the final payment of CDN $150,000 plus accrued interest remains due. The Company and 2336414 have agreed in writing to extend the due date until June 30, 2016 unless further extend by mutual consent.

 

See Note 8 for information regarding the promissory note obtained from Braydon Capital Corp.

Warrants
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Warrants

16. 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.

 

The fair value of the warrants on the date of issuance as calculated using the Black-Scholes model was:

 

Debenture  Fair Value
    
July 9, 2014  $7,630 
December 17, 2014  $8,999 
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 per/sh  Price per/sh  Volatility  Term  Yield  Rate  Risk
                      
July 9, 2014  $1.00   $1.09    628%   2 yrs    0%   0.91%   0%
December 17, 2014  $1.50   $0.60    580%   2 yrs    0%   0.91%   0%
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 year ended December 31, 2015 is as follows:

 

      Weighted Average  Weighted
   Warrant  Exercise Price  Average
   Shares  Per Common Share  Life
Outstanding at January 1, 2014   —      —      —   
Issued   22,000   $1.34    2.00 
Exercised   —      —      —   
Expired   —      —      —   
Outstanding at January 1, 2015   22,000   $1.34    1.85 
Issued   66,200   $1.25    1.29 
Exercised   57,500   $1.03    —   
Expired   —      —      —   
Outstanding at December 31, 2015   30,700   $1.32    1.02 
Exercisable at December 31, 2015   30,700   $1.32    1.02 

 

The following assumptions were used to calculate the fair value of warrants at December 31, 2015:

 

Exercises price   $1 - $1.50 
Common stock price per share  $1.15 
Volatility   264.12%
Weighted average life   1.02 years 
Dividend yield   0%
Interest rate   0.91%
Forfeiture risk   0%

 

Revenues
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Revenues

17. Revenues

 

The following table sets forth the breakdown of gaming revenues for the years ended December 31, 2015 and December 31, 2014:

 

   Year Ended  Year Ended
   December 31,  December 31,
   2015  2014
Turnover      
Turnover web-based  $72,671,853   $30,445,330 
Turnover land-based   4,685,660    —   
Total Turnover  $77,357,513   $30,445,330 
           
Winnings/Payouts          
Winnings web-based   67,722,378    28,330,799 
Winnings land-based   3,758,216    —   
Total Winnings/payouts   71,480,594    28,330,799 
           
Gross Gaming Revenues  $5,876,919   $2,114,531 
           
Less: ADM Gaming Taxes   1,169,322    382,310 
Net Gaming Revenues  $4,707,597   $1,732,221 
Add: Commission Revenues   165,305    9,310 
Total Revenues  $4,872,902   $1,741,531 
           

 

Turnover represents the total of bets processed for the period.

Commitments and Contingencies
12 Months Ended
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

18. Commitments and Contingencies

 

The Company remains contingently liable for an office rental agreement that is renewed yearly.

 

There are no legal actions, lawsuits or disputes related to Company as of the date of the financial statements.

Income Taxes
12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

19. 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 years ended December 31, 2015 and December 31, 2014.

 

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:

 

   Year Ended,
   2015  2014
      
U.S. Statutory rate  $(695,335)  $(730,328
Tax rate difference between Italy and U.S.   2,844    (42,317 
Change in Valuation Allowance   685,233    777,736
Permanent difference   43,249    —   
Effective tax rate  $ 35,991    5,091  

 

The Company has accumulated a net operating loss carry forward ("NOL") of approximately $8.8 million as of December 31, 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 year ended December 31, 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 consist of currently payable Italian income tax.

 

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax asset are as follows:

 

   December 31,
   2015  2014
       
Net loss carryforward – Foreign  $6,906    —   
Net loss carryforward – US   3,097,131    2,563,068 
    3,104,037    2,563,068 
Less valuation allowance   (3,104,037)   (2,563,068)
Deferred tax assets   —      —   
Subsequent events
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent events

20. Subsequent Events

 

a.On January 14, 2016 the Company paid all amounts due and owing under the convertible promissory note dated July 9, 2015.

 

b.On February 29, 2016 the Company closed a Securities Purchase Agreement with an unaffiliated private investor to raise up to $750,000 due 12 months after the closing date bearing interest at a rate of 12% per annum. The Company received gross proceeds from the initial private placement of $600,000, less commission fees of $60,000.

 

The Company also issued to the investor a Warrant to purchase 130,435 shares of the Company's common stock. The Warrant is exercisable for a period of three years at a price of $1.15 per share on a cash basis. If the investor elects to exercise the warrant on a cashless basis, the Company will issue a warrant in substantially identical form to the Warrant to purchase an additional 65,518 shares that must be exercised at a price of $2 per share in cash for each two warrant shares exercised on a cashless basis. In the event that the price of the Company's Common Stock for a period of ten consecutive trading days closes at more than $4.00 per share, the Company may accelerate the Investor's right to exercise the Warrant Shares remaining on a cashless basis.

 

c.On March 14, 2016, the Company entered into a Mutual Release Agreement with Typenex Co-Investment, LLC to extinguish future “true-up” provisions contained within the Convertible Note dated June 18, 2015 and the Transfer Agent Reserve shares related to the Note. Pursuant to the agreement, the Company issued 14,885 shares of common stock to Typenex Co-Investment, LLC.

 

d.On April 2, 2016, the maturity date, the Company paid the amounts due in full under the April 2, 2015 debentures for $27,779 and CDN $28,770 (approximately U.S. $22,141).
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Basis of Presentation

a) Basis of presentation

 

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company transactions and 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 not being amortized, but 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.

Investments in non-consolidated entities

o) Investments in non-consolidated entities

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

 

The Company's investment in 2336414 Ontario Inc. and Veneto Banca were accounted for using the cost method of accounting. The Company monitors its investment for impairment at least annually and make appropriate reductions in the carrying value if it determines that an impairment charge is required based on qualitative and quantitative information.

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, bingo and horse race wagers represent the gross pay-ins (also referred to as Turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. 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. These potentially dilutive securities were not included in the calculation of loss per share for the years ended December 31, 2015 and 2014, thus the effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share is the same for all periods presented.

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.

Cash and Cash Equivalents

i) Cash and equivalents

 

The Company considers all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value. The Company has no cash equivalents as of December 31, 2015 and 2014.

 

The Company primarily places its cash with high-credit quality financial institutions, one of which is located in the United States and is insured by the Federal Deposit Insurance Corporation for up to $250,000 and another which is located in Italy and is insured by the Italian government.

Gaming accounts receivable & allowance for doubtful accounts

j) Gaming accounts receivable & allowance for doubtful accounts

 

Gaming accounts receivable represents gaming deposits made by customers to their gaming accounts either directly by credit card, bank wire, e-wallet or other accepted method through one of our websites or indirectly in cash at the cashier of a betting shop but not yet credited to our bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that an allowance for doubtful accounts for the amount of EUR 319,530 (approximately U.S. $354,678) is needed for the gaming accounts receivable balances as of December 31, 2015. The Company does not require collateral to support customer receivables.

Gaming balances

k) Gaming account balances

 

Gaming account balances represent customer balances, including winnings and deposits, that are held as credits in gaming accounts and have not as of yet been used or withdrawn by the customers. Customers can request payment from the Company at any time and the payment to customers can be made through bank wire, credit card, or actual cash disbursement from one of our locations. Gaming account credit balances are non-interest bearing.

Property, plant and equipment

l) Property, plant and equipment

 

Property, plant and equipment are stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized as expenses in the statement of income as incurred.

 

Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put into operation. The range of the estimated useful lives is as follows:

 

Trademarks / names   14 years  
Office equipment   5 years 
Office furniture   8 1/3 years 
Signs and displays   5 years 
Intangible Assets

m) Intangible Assets

 

Intangible assets are amortized on a straight-line basis over their remaining useful life and consist of the following:\

 

Websites   5 years 
ADM license   7 years 
Location contracts   7 years 
Customer relationships   15 years 

 

 

 

We evaluate intangible assets for impairment on an annual basis, and do so during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only where the fair value is less than carrying value.

Fair Value of Financial Instruments

n) Fair Value Measurements

 

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

The carrying value of the Company's short term investments, prepaid expenses, accounts receivables, and sundry assets, accounts payable and accrued charges, gaming account balance, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments.

 

The warrant liabilities and derivative liability in connection with the conversion feature of the convertible debt are classified as a level 3 liability, and are the only financial liability measured at fair value on a recurring basis.

 

The change in the Level 3 financial instrument is as follows:

 

Balance at December 31, 2013   
Issued during the year ended December 31, 2014  $16,630 
Change in fair value recognized in operations   (1,233)
Balance at December 31, 2014   15,397 
Issued during the year ended December 31, 2015   54,520 
Exercised during the year ended December 31, 2015   (64,350)
Change in fair value recognized in operations   22,808 
Balance at December 31, 2015  $28,375 
Leases

p) Leases

 

Leases are reviewed and classified as capital or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations, the Company records rent expense on the straight line method. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent account and is included in accrued expenses and other current liabilities.

 

All lease agreements of the Company as lessees are accounted for as operating leases as of December 31, 2015 and 2014.

Income Taxes

q) Income Taxes

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

The Company has elected to include interest and penalties related to uncertain tax positions, if determined, as a component of income tax expense.

 

In Italy, tax years beginning 2010 forward are open and subject to examination. The Company is not currently under examination and it has not been notified of a pending examination.

 

Promotion, Marketing, and Advertising Costs

r) Promotion, Marketing, and Advertising Costs

 

The costs of promotion, marketing, and advertising are charged to expense as incurred.

Comprehensive Income (Loss)

s) Comprehensive Income (Loss)

 

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities.

 

The Company adopted FASB ASC 220-10-45, "Reporting Comprehensive Income". ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income consists of net income and unrealized gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments.

Use of estimates

t) Use of estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share based payment arrangements, determining the fair value of our common stock, the collectability of receivables and advances and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

Recent Accounting Pronouncements

u) 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.

Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Property, plant and equipment useful life

 

Trademarks / names   14 years  
Office equipment   5 years 
Office furniture   8 1/3 years 
Signs and displays   5 years 

Intangible assets useful life

 

Websites   5 years 
ADM license   7 years 
Location contracts   7 years 
Customer relationships   15 years 

Level 3 Fair Value Measurements
Balance at December 31, 2013   
Issued during the year ended December 31, 2014  $16,630 
Change in fair value recognized in operations   (1,233)
Balance at December 31, 2014   15,397 
Issued during the year ended December 31, 2015   54,520 
Exercised during the year ended December 31, 2015   (64,350)
Change in fair value recognized in operations   22,808 
Balance at December 31, 2015  $28,375 
Acquisition of Offline (Land-based) Gaming Assets (Tables)
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Preliminary Purchase Price allocation: Multigioco Srl.

 

       Useful life
          
Current Assets     $ 441,049     
Property, plant and equipment       22,779    4 – 10 years 
Investment       442,376      
                
Identifiable intangible assets               
Trademarks / names:   110,000         14 years 
Websites:   40,000         5 years 
AAMS license:   490,000         7 years 
Location contracts:    1.000,000         7 years 
Customer relationships:   440,000         15 years 
Total identifiable intangible assets       $2.080.000      
                
Liabilities assumed       (1,554,743     
Total identifiable assets less net liabilities       $1,461,461      
                
Goodwill        179,239      
Total purchase price       $1,640,700      

Preliminary Purchase Price allocation: Rifa Srl. And Newgioco Srl

 

       Useful life
          
Total property, plant and equipment       $62,693    4 – 10 years 
                
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      
                
Net Liabilities assumed       (18,895)     
                
Total identifiable assets less net liabilities       747,475      
                
Goodwill        81,079      
Total purchase price       $828,554      

Unaudited pro forma

 

     Year Ended
     December 31,
     2014
      
Revenue    $5,694,313
Costs and expenses     (6,423,165)
Other income (expenses)     (1,573,897)
Income tax     (8,609)
Net income (loss)    $(2,311,358)

Investment in Non-consolidated Entities (Tables)
12 Months Ended
Dec. 31, 2015
Investments, All Other Investments [Abstract]  
Non-consolidated entities

 

   December 31,  December 31,
   2015  2014
       
2336414 Ontario Inc  $875,459   $875,459 
Banca Veneto   6,729    40,594 
    882,188    916,053 
Less impairment   (875,459)   (875,459)
Total investment in non-consolidated entities  $6,729    $40,594 

Deposits on Acquisitions (Tables)
12 Months Ended
Dec. 31, 2015
Deposits On Acquisitions Tables  
Deposits on acquisitions
   December 31,  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 
Related party transactions and balances (Tables)
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related party transactions and balances
   December 31,  December 31,
   2015  2014
       
Gold Street Capital Corp.  $138,228   $17,086 
Doriana Gianfelici   53,447    48,631 
Total advances from stockholders  $191,675   $65,717 
Debentures and Debenture Warrants (Tables)
12 Months Ended
Dec. 31, 2015
Debentures And Debenture Warrants Tables  
Debentures outstanding
   December 31, 2015  December 31, 2014
April 2, 2015 Debentures      
net of discount of $2,687  $40,336   $—   
April 27, 2015 Debentures          
net of discount of $2,816   31,602    —   
July 9, 2015 Debentures          
net of discount of $14,090   40,910    —   
December 17, 2014 Debentures          
net of discount of $8,654 (2014)   —      141,346 
   $112,848   $141,346 
Promissory Notes Payable (Tables)
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Convertible Promissory Note
   December 31,  December 31,
   2015  2014
       
Braydon Captial Corp.  $186,233   $—   
2336414 Ontario Inc.   108,135    436,796 
   $294,368   $436,796 
           
Warrants (Tables)
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Debenture
Debenture  Fair Value
    
July 9, 2014  $7,630 
December 17, 2014  $8,999 
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 per/sh  Price per/sh  Volatility  Term  Yield  Rate  Risk
                      
July 9, 2014  $1.00   $1.09    628%   2 yrs    0%   0.91%   0%
December 17, 2014  $1.50   $0.60    580%   2 yrs    0%   0.91%   0%
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, 2014   —      —      —   
Issued   22,000   $1.34    2.00 
Exercised   —      —      —   
Expired   —      —      —   
Outstanding at January 1, 2015   22,000   $1.34    1.85 
Issued   66,200   $1.25    1.29 
Exercised   57,500   $1.03    —   
Expired   —      —      —   
Outstanding at December 31, 2015   30,700   $1.32    1.02 
Exercisable at December 31, 2015   30,700   $1.32    1.02 
Black-scholes modle
Exercises price   $1 - $1.50 
Common stock price per share  $1.15 
Volatility   264.12%
Weighted average life   1.02 years 
Dividend yield   0%
Interest rate   0.91%
Forfeiture risk   0%
Revenues (Tables)
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Revenue
   Year Ended  Year Ended
   December 31,  December 31,
   2015  2014
Turnover      
Turnover web-based  $72,671,853   $30,445,330 
Turnover land-based   4,685,660    —   
Total Turnover  $77,357,513   $30,445,330 
           
Winnings/Payouts          
Winnings web-based   67,722,378    28,330,799 
Winnings land-based   3,758,216    —   
Total Winnings/payouts   71,480,594    28,330,799 
           
Gross Gaming Revenues  $5,876,919   $2,114,531 
           
Less: ADM Gaming Taxes   1,169,322    382,310 
Net Gaming Revenues  $4,707,597   $1,732,221 
Add: Commission Revenues   165,305    9,310 
Total Revenues  $4,872,902   $1,741,531 
           
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2015
Income Taxes Tables  
Reconciliation of income tax expense

 

   Year Ended,
   2015  2014
      
U.S. Statutory rate  $(695,335)  $(730,328
Tax rate difference between Italy and U.S.   2,844    (42,317 
Change in Valuation Allowance   685,233    777,736
Permanent difference   43,249    —   
Effective tax rate  $ 35,991    5,091  

Deferred tax assets

 

   December 31,
   2015  2014
       
Net loss carryforward – Foreign  $6,906    —   
Net loss carryforward – US   3,097,131    2,563,068 
    3,104,037    2,563,068 
Less valuation allowance   (3,104,037)   (2,563,068)
Deferred tax assets   —      —   

Provisions for income taxes

 

Going Concern (Details)
Dec. 31, 2015
USD ($)
Going Concern Details  
Working capital deficit $ 1,592,439
Summary of Significant Accounting Policies (Details)
Dec. 31, 2015
USD ($)
Accounting Policies [Abstract]  
Federal Deposit Insurance Corporation $ 250,000
Allowance for doubtful accounts $ 354,678
Summary of Significant Accounting Policies (Details 1) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Change in the Level 3 financial instrument    
Beginnng Balance $ 15,397
Issued during the year 54,520 $ 16,630
Exercised during the year (64,350)  
Change in fair value recognized in operations 22,808 (1,233)
Ending Balance $ 28,375 $ 15,397
Acquisition of Offline (Land-based) Gaming Assets (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Business Acquisition [Line Items]    
Share issued for acquisition 2,000,000
Multigioco Srl. [Member]    
Business Acquisition [Line Items]    
Ownership 100.00%  
Purchase price $ 1,336,600  
Share issued for acquisition 2,000,000  
Price per share $ 1.00  
Payable amount $ 620,700  
Shares reacquired [1] 980,000  
Purchase price deposits $ 159,840  
Rifa Srl. [Member]    
Business Acquisition [Line Items]    
Purchase price 36,300  
Payments of debt 26,000  
Purchase price deposits $ 62,300  
New Gioco [Member]    
Business Acquisition [Line Items]    
Ownership [2] 100.00%  
Purchase price $ 787,158  
Payable amount $ 569,700  
Number of installments 9  
Installment amount $ 63,308  
Forgiveness of debt 256,251  
Purchase price deposits 166,992  
Additional deposits 116,923  
Additional deposits $ 82,729  
[1] 49%
[2] 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.