UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Empire Global Gaming, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
27-2529852
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification Number)
     
555 Woodside Avenue
Bellport, New York
 
 
11713
(Address of registrant’s principal executive offices)
 
(Zip Code)
 
Consulting Agreements
(Full title of the plan)
Nicholas Sorge, Sr., President
Empire Global Gaming, Inc.
555 Woodside Avenue
Bellport, New York 11713
(Name and address of agent for service)
 
 (877) 643-3200
(Telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
 
Large accelerated  filer
o
   
Accelerated filer
o
Non-accelerated filer
o
   
Smaller reporting company
x
(Do not check if a smaller reporting company
     
 
 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
 
Amount
to be
registered(1)
 
Proposed
maximum offering
price per share(2)
 
Proposed maximum
aggregate offering
price(2)
 
Amount of
registration
fee(3)
 
Common Stock, par value $0.001 per share
    6,000,000     $ 0.01     $ 60,000.00     $ 8.16  
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement registers such indeterminate number of additional shares of Common Stock as may be issued in connection with shares splits, share dividends or similar transactions.
(2)
Pursuant to Rule 457 of the Securities Act of 1933, as amended, the proposed maximum offering price per share is estimated solely for the purpose of computing the registration fee and is based on the average of the high and low sale prices of the common stock as reported on the Over-the-Counter Bulletin Board (the “OTCBB”).  Our Common Stock is listed on the Over-the-Counter Bulletin Board, also called the OTCBB, under the trading symbol “EPGG.”  On March 6, 2013, the bid and ask price of the common stock, as reported on the OTCBB, was $0.00, the Company has utilized $0.01.
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
PART II
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 3.  Incorporation of Documents by Reference
 
Empire Global Gaming, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:
 
(a)
  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and Our Amended Annual Report for the year ended December 31, 2011;
 
 
(b)
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012

(c)
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and Our Amended Quarterly Report for the quarter ended June 30, 2012;

(d)
Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012; and
 
(d)
The description of our Common Stock, $0.001 par value per share, contained in our Registration Statement on Form S-1 filed on September 22, 2010, including any amendment or report filed for the purpose of updating such description.
 
In addition, all documents and reports subsequently filed by the Registrant pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
 
Item 4.  Description of Securities
 
Not applicable.
 
Item 5.  Interests of Named Experts and Counsel
 
Not applicable. 

 
2
 
 
Item 6.  Indemnification of Directors and Officers
 
Nevada Statutes
 
Section 78.7502 of the NRS (“NRS 78.7502”) permits the Registrant to indemnify its directors and officers as follows:
 
1.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
 
(a)
Is not liable pursuant to Section 78.138 of the NRS (“NRS 78.138”)(1); or
   
(b)
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
 
2.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
 
(a)
Is not liable pursuant to NRS 78.138; or
   
(b)
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
 
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
 
 
3
 
 
3.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
 
In addition, Section 78.751 of the NRS permits the Registrant to indemnify its directors and officers as follows:
 
1.
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

 
(a)
By the stockholders;

 
(b)
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

 
(c)
If a majority vote of a quorum consisting of directors who were not parties to the action, suit  or  proceeding so orders, by independent legal counsel in a written opinion; or

 
(d)
If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
 
2.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

3.
The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:

  (a)
Does not exclude any other rights to which a person seeking indemnification or advancement  of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

 
(b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Article X of our Bylaws also provides specific indemnification provisions for our officers, directors, employees and or agents to the fullest extent of the law.

Item 7.  Exemption From Registration Claimed
 
Not applicable.
 
 
4
 
 
Item 8.  Exhibits
 
The Exhibit Index that follows the signature page to this Registration Statement is incorporated herein by reference.

Item 9.  Undertakings
 
  (a) The undersigned registrant hereby undertakes:
         
    (1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
         
      i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
         
      ii. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
         
      iii. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
         
      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. 
         
    (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
         
    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
         
  (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
         
  (c)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
5
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellport, New York on the 7 th day of March, 2013.
 
 
EMPIRE GLOBAL GAMING, INC.
   
 
By:
/s/
   
Nicholas Sorge
   
President

 
6
 
 
POWER OF ATTORNEY
 
We, the undersigned officers and directors of Empire Global Gaming.com, Inc. hereby severally constitute and appoint Nicholas Sorge, Sr., our true and lawful attorneys with full power to him, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Empire Global Gaming, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/
 /s/ Weil
President, Chief Executive Officer
 
March 7, 2013
Nicholas Sorge, Sr.
 
(principal executive officer),  
   
   
Chairman of the Board and Director
   
         
/s/
 
Chief Financial Officer, and Treasurer
(principal financial officer)
 
March 7, 2013
Dolores Marsh
     

 
7
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description of Exhibit
     
5.1
 
Opinion of counsel
23.1
 
Consent of counsel (included in Exhibit 5.1)
23.2
 
Consent of Paritz & Company PA.
24.1
 
Powers of Attorney (contained on the signature page hereto)
99.1
 
Consulting Agreement between Empire Global Gaming and Steven Horowitz.
99.2
 
Consulting Agreement between Empire Global Gaming and Nunzio Valerie.
99.3
 
Consulting Agreement between Empire Global Gaming and Michael Lopez.
99.4
 
Consulting Agreement between Empire Global Gaming and Steven Wildstein.
 
 
8
Empire Global Gaming (CE) (USOTC:EPGG)
Gráfica de Acción Histórica
De May 2024 a Jun 2024 Haga Click aquí para más Gráficas Empire Global Gaming (CE).
Empire Global Gaming (CE) (USOTC:EPGG)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024 Haga Click aquí para más Gráficas Empire Global Gaming (CE).