UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K



(Mark one)

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the fiscal year ended December 31, 2015.

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from ______ to ______











EMPIRE GLOBAL CORP.



(Exact
name of registrant as specified in its charter)



_________________

|Delaware                               | 000-50045    | 33-0823179         
|-------------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction           | (Commission  | (I.R.S. Employer   
|of Incorporation
     or Organization) | File Number) | Identification No.)



130 Adelaide Street, West, Suite 701

Toronto,
Ontario,  Canada M5H 2K4 (Address of Principal Executive Offices) (Zip Code)



(647) 229-0136(Registrant’s telephone number, including area code)

N/A(Former
name or former address and former fiscal year, if changed since last report)





Securities registered pursuant to Section 12(b) of the Act:	None

Securities registered pursuant to Section 12(g) of the Act:	Common
Stock, par value $0,0001 per share

(Title of Class)



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes [ ] No [X]



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files)

Yes [X] No [ ]



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[X]



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 the definitions of "large accelerated
filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





|Large accelerated filer o                                             | Accelerated filer o        
|--------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer o (do not check if a smaller reporting company) | Smaller reporting company ☒











Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the exchange Act).

Yes [ ] No [X]



The aggregate market value of the registrant's common stock held
by non-affiliates as of June 30, 2015, the last business day of the second fiscal quarter, was $4,613,780 based on the average
closing bid and asked prices for the common stock.



The number of shares outstanding of the registrant’s common
stock, as of the close on April 14, 2016, was 24,126,088 shares.





TABLE OF CONTENTS









|         |                                                                                                                  | 
|-------- | ---------------------------------------------------------------------------------------------------------------- | 
|PART I   |                                                                                                                  | 
|ITEM 1.  | BUSINESS                                                                                                         | 
|ITEM 1A. | RISK FACTORS                                                                                                     | 
|ITEM 1B  | UNRESOLVED STAFF COMMENTS                                                                                        | 
|ITEM 2.  | PROPERTIES                                                                                                       | 
|ITEM 3.  | LEGAL PROCEEDINGS                                                                                                | 
|ITEM 4.  | MINE SAFETY DISCLOSURES                                                                                          | 
|         |                                                                                                                  | 
|PART II  |                                                                                                                  | 
|ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 
|ITEM 6.  | SELECTED FINANCIAL DATA                                                                                          | 
|ITEM 7.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                            | 
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                       | 
|ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                      | 
|         | (Financial Statements - pages numbered as F-1 to F-XX)                                                           | 
|ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                             | 
|ITEM 9A. | CONTROLS AND PROCEDURES                                                                                          | 
|ITEM 9B. | OTHER INFORMATION                                                                                                | 
|         |                                                                                                                  | 
|PART III |                                                                                                                  | 
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE                                                          | 
|ITEM 11. | EXECUTIVE COMPENSATION                                                                                           | 
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                   | 
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                         | 
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                           | 
|ITEM 15. | EXHIBITSAND FINANCIAL STATEMENT SCHEDULES                                                                        | 
|         | SIGNATURES                                                                                                       | 









---









Cautionary Statement Regarding Forward-Looking
Statements



This report contains forward-looking statements.
The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better
understand a company's future prospects and make informed investment decisions. This report and other written and oral statements
that we make from time to time contain such forward-looking statements that set out anticipated results based on management's plans
and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using
words such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "will" and similar expressions in connection with any discussion of future operating or financial
performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated
gaming turnover, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause
our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A - "Risk
Factors" of this report.



We caution that the factors described herein
and other factors could cause our actual results of operations and financial condition to differ materially from those expressed
in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to
reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by federal securities laws.
New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the
impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements.



In this Form 10-K, unless the context indicates
otherwise, references to "Empire Global Corp.," "our Company," "the Company," "we," "our,"
and "us" refer to Empire Global Corp. a Delaware corporation, and its wholly-owned subsidiaries.









PART I



Item 1. BUSINESS



Business Overview



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



As a result of the acquisitions of Multigioco
Srl (“Multigioco”) in August 2014 and Rifa Srl (“Rifa”) in January 2015, which became wholly owned subsidiaries
of Empire, our business is now a licensed gaming operator offering web-based and land-based gaming services in Italy. We are continuing
to evaluate and plan strategic acquisitions for expansion in this industry and to become the parent company for a variety of similar
companies.



Operations are carried out under an online
gaming license regulated by the Agenzia Delle Dogane e dei Monopoli (“ADM”), formerly known as the “AAMS”
(Amministrazione Autonoma Monopoli dei Stato), in Italy. The Company's revenue streams, through our subsidiaries Multigioco and
Rifa, consist of wagering and gaming income from online through the web and land-based (or “off-line”) in neighborhood
betting shops situated throughout Italy. The product offering includes a variety of online and offline lottery and casino gaming,
as well as sports betting and online poker.



On December 31, 2015, the Company had approximately
1,067 web-based betting shops, 3 corner, and 2 agency locations operating under its license. Please refer to the "Distribution
Method for our products and services" section for a detailed description of web-based and land-based betting shops.



History



On August 15, 2014, we completed the acquisition
of 100% ownership in Multigioco, a corporation organized under the laws of the Republic of Italy and is now a wholly owned subsidiary
of the Company. Multigioco was granted its ADM Comunitaria GAD (Online Gaming) license on July 4, 2012. As a result of the acquisition
of Multigioco, our principal business became a licensed gaming operator offering web-based gambling and sports betting.



Multigioco was organized under the laws of
the Republic of Italy on November 4, 2010. It was formed by the founder of Newgioco Srl (a company incorporated in Italy), Beniamino
Gianfelici and Doriana Gianfelici, the father-in-law and spouse respectively of our President, Alessandro Marcelli, with Newgioco
Srl holding a 66% interest and Doriana Gianfelici holding a 34% interest in Multigioco, respectively.



Pursuant to the Agreement to acquire Multigioco,
the shareholders of Multigioco had the option to repurchase the shares issued, in whole or in part, no later than 90 days from
the closing of the agreement. On October 31, 2014, the Company paid EUR 490,000 (approximately U.S. $620,700) to reacquire 49%
(or 980,000) of the shares issued to acquire Multigioco. The parties have informally agreed to extend the option indefinitely.



On January 1, 2015, we completed the acquisition
of Rifa, and Multigioco purchased offline gaming assets, from Newgioco, which included a Bersani license along with 3 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 premises and also acquired the equipment assets within the agency. On June 1, 2015,
the Company opened its second agency location in Rome under Rifa.



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 the Company.



During the period covered by this report, the
Company added 4 additional corner rights. Our subsidiaries now own a GAD (Gioco a Distanza) online license #15133 with approximately
1,067 web-based shops (Punti di Commercializzazione), a Bersani license #4070 with seven corner (Punto Sportivo) rights, 4 of which
were not utilized as of December 31, 2015, as well as a Monti license #4583 with two agency (Negozio Sportivo) rights.



OUR STRATEGY



Our growth plan is to expand both in absolute and in relative terms.



Absolute growth will be achieved by organic
development of our current target audience within our operating territories by conducting a tactical business review and establishing
standard operating procedures and implementing a marketing strategy we refer to as our "Rebranding Blueprint" related
to target marketing as outlined below. We anticipate that our relative growth will be achieved through a consolidation architecture
as we accumulate market share through acquisitions of competing operators and expansion of our land-based location rights.



Conduct a tactical business process review



We intend to conduct a thorough review of the
Italian gaming business plan that may reveal opportunities to improve profitability through a broad range of business process models
and strategies as well as techniques to trade, transfer or dispose of unproductive shops, high cost locations, low margin products
and venues which may carry more risk than reward or acquire or combine additional licenses while terminating or selling others
that are deemed unproductive, low margin, high risk or expensive.



Our strategy is to bring operators in the fragmented
Italian gaming market under the ownership of our company and provide professional management and additional resources and services
as described below, and seek to capitalize on the Tender Bid (Bando di Gara) for land-based license renewals that occurs on June
30, 2016. By doing so, we believe that we can continue to improve on our services, develop our competitive advantage and build
a national brand for gaming, wagering and entertainment.



Establish Standard Operating Procedures ("SOP's")
and best practices



After acquiring a certain group of target gaming
operators, we intend to continue their businesses as before while implementing SOP's. The purpose of these SOP's is higher, more
transparent control over operations. Consolidating several companies under our control will provide an opportunity to implement
operating efficiencies that cannot be achieved by smaller independent operators. We expect to save costs in regulatory compliance,
marketing, management, accounting, human resource, and legal services. Creating a standardized control system will be a major cost
savings measure as Empire grows, and is therefore considered an essential part of the Company's strategy.



Implement Rebranding Blueprint with operators
acquired through consolidation



In addition to continuing existing business
practices of the operators, implementing SOP's and best practices as described above, we also intend to augment the services provided
by our operators by implementing our Rebranding Blueprint with a view to achieving critical mass such that we can implement in-house
administration of technology.



Our Rebranding Blueprint contemplates target
marketing of specific verticals within our existing client base as well as anticipated new clients imported through acquisitions
and clients that are currently patrons of competitors or of operators that may cease operations.



Consolidation Architecture



If the acquisition of a target operator involves
a transfer of assets, it is likely that not all, if any, licenses or permits or other authorizations will be allowed to be transferred
to a new entity along with the assets. Some of the operators we are evaluating maintain one or more licenses. It is also possible
that our license may be leveraged, sold or transferred in a transaction for another license or licenses offering benefits that
might fit a revised or remodeled business plan in the future. Although these concepts may be considered as part of our business
development, we cannot provide any assurance that any such transaction will occur.



When considering the acquisition of a target
operator, the license associated with the location rights (either a Monti or Bersani license described elsewhere in this report)
dictates the method of acquisition. Certain conditions apply to a proposed sale and transfer of the specific license according
the legislative decrees associated with each Monti and Bersani licenses. In the case of Bersani licenses, any existing licensee
or qualified acquirer (meaning a person or entity approved by the ADM) may acquire a Bersani license from the previous holder by
simply transferring the license from the seller to the buyer. However, Monti licenses cannot be bifurcated from the corporate entity
which was initially granted the Monti license unless the buyer is currently a Monti licensed legal entity or person. Instead, the
acquirer, if not currently a Monti licensed entity, must acquire the licensed corporate entity, which may or may not have existing
gaming location rights or business.



Addition of other services and facilities



In addition to complementing gaming offerings
originally provided by our acquired operators with our Newgioco branding, we intend to add new products and services with the assistance
of gaming specialists, software providers and market research professionals. Additional revenues can be realized by establishing
facilities such as marketing centers and kiosks.



Our Target Markets







|AGE GROUP   |  | DEMOGRAPHIC                        |  | NEXUS                           
|----------- |  | ---------------------------------- |  | --------------------------------
|            |  |                                    |  |                                 
|18 - 24:    |  | - Pre-gambling future client       |  | - Almost 100% of this age group 
|            |  | - New-gambling audience            |  | owns a cell or smart phone;     
|            |  | - Desires experiential, e-gaming,  |  | - Majority of market with data  
|            |  | imaginative fantasy games          |  | packages and internet access;   
|            |  | - Technologically savvy consumer   |  |                                 
|            |  | spending more on experiential      |  |                                 
|            |  | versus material goods.             |  |                                 
|            |  |                                    |  |                                 
|25-44:      |  | - Mature-gambling audience         |  | - Majority of online gamers are 
|            |  | - Desires games of chance, casino, |  | 30 years old and currently      
|            |  | traditional gambling tables,       |  | heads of households;            
|            |  | and sports betting.                |  | - Male and Female balanced      
|            |  | across the group.                  |  |                                 
|            |  |                                    |  |                                 
|45- Senior: |  | - Grounded gambler                 |  | - Largest growing segment of the
|            |  | - Baby Boomer                      |  | population;                     
|            |  | - Desires social interaction,      |  | - Significantly underserved;    
|            |  | easy play, bingo slots,            |  | - Needs are more social rather  
|            |  | nickel games.                      |  | than self-fulfilling;           
|            |  | - High disposable income;          |  |                                 
|            |  | - Largest market size.             |  |                                 





Customers



We currently have approximately 28,000 client
accounts and estimate that our base will increase to 80,000 in 3 years based on projections supplied by both organic growth and
acquisition of existing businesses. These clients range in age from 18 through 79 and are a mix of 70% male/30% female. In addition,
we separate our revenue source to (a) sports betting, (b) casino and card game betting and (c) poker players. Our in-house ad-hoc
analysis finds that sports betting is more popular among our customer base. In addition, sports betting is our most profitable
revenue stream yielding the highest percentage of our Gross Gaming Revenue ("GGR") at 51% of revenues, which is representative
of industry metrics.



Our internal analysis also shows different
gaming patterns emerge from our male and female patrons. Male players prefer sports-bets, while about 10% of them explore also
casino and poker. Alternatively, female players prefer casino and bingo while only 1% try our other game offerings like poker,
sports-bets or lotteries.



Sports-Bet: We currently have an average of
8,100 players per month (about 29% of our total gaming accounts) that place at least 3 bets per week, for a total of 12 bets per
month per player. The total number of monthly bets on our license averages between 95,000 and 100,000 tickets. The average of the
amount played per ticket is EUR 6.4 (approximately U.S. $6.78) such that each player that places 12 bet-spends EUR 76.8 (approximately
U.S. $81.41) per month.



Casino: We have an average of 700 unique players
participating in casino games (generally about 2.5% of all gaming accounts and 8.6% of the sports-bet players). Each casino player
generates coin-in revenue of EUR 3,000 (approximately U.S. $3,200) per month which represents a profit of EUR 94 (approximately
U.S. $99.64) per player per month. The profit of $99.64 is also the metric used to measure our casino performance in "spending"
of a casino player.



Poker: We have an average of 800 unique players
participating in poker games through our website (about 3% of all gaming account and 9.8% of the sports-bet players) per month.
Each poker player generates coin-in revenue of EUR 2,896 (approximately U.S. $3,667) per month which represents a profit of EUR
103 (approximately U.S. $130) per player per month. We also use the profit metric of EUR 103 (approximately U.S. $130) to measure
our casino performance in "spending" of a poker player.



Most of our patrons are located in central
to south Italy with the highest concentrations in larger centers such as Rome and Naples.



We expect that the individual patrons from
the operators we acquire will continue to utilize our services. The operators we are now evaluating or attempting to acquire have
existing revenues from individuals who frequent their establishments and venues. In addition to this base of customers, we plan
to pursue additional licenses, contracts and relationships with institutions, both in the private and public sectors that will
attract and secure new bettors that use the services of competitors.



Gaming Product Offerings



Our website and shops offer the following gaming
line-up:



| | - | Sports Betting: Considered the largest and most well-known industry segment offering both pre-live
and live in-game betting opportunities for a wide variety of sports.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Online Casino: traditional casino games, live casino, poker, bingo and interactive skilled games
including:
| | - | -----------------------------------------------------------------------------------------------------------

| | § | Traditional Casino Games: Automated casino games such as roulette, blackjack and baccarat and slot
machines.
| | - | ------------------------------------------------------------------------------------------------------------

| | § | Live Casino Games: Table games broadcast via live video stream with real dealers and croupiers
that attempt to convey the atmosphere of a physical casino.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Poker: Texas Hold'em and Omaha in both cash and tournament format.
| | - | ------------------------------------------------------------------



| | - | Bingo, Skilled and Interactive Games such as: games that are programmed with random number generation
to ensure constant fairness for all parties; and can be played for real money or free play. These games are typical card games
played by Italian people such as tresette (3 Sevens), scopa (Sweep) and briscola (Trump).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Virtual Sports
| | - | --------------



| | - | Horse Racing
| | - | ------------



Distribution Methods for Products or Services



In Italy, gaming products and services are
offered through any of three distribution methods: agencies, corners, or websites. Regardless of the distribution method, licensed
operators in Italy must be connected to the ADM network using an intermediary such as Microgame S.p.A ("Microgame").
Only a single license is required to operate a website based gaming service, which Multigioco owns, while each offline agency and
corner must have a separate license right assigned to each location.



As of December 31, 2015, the Company used a
combination of all three distribution methods as described in greater detail below. The Company’s reach is currently 28,000
online user accounts, 1,067 web café, 3 corner, and 2 agency locations. We expect to continue growing our distribution as
we develop our business in Italy through additional acquisitions. The following describes the three distribution methods in Italy:



| | (1) | Negozio Sportivo ("NS"; "agency" or "arcade"): An agency is an arcade
location that is a gaming specific venue meeting strict regulatory standards. An agency must have 70% of its square-footage dedicated
specifically to gaming space in addition to having a cash cage, thereby creating an 'arcade' like facility for the primary purpose
of gaming and gaming related revenues.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Punto Sportivo ("PS" or corner): A corner is distinguished from an agency insofar as
the principal business situated at the location is primarily other than gaming (such as a coffee shop or bakery) with a terminal
connected to the ADM network. The primary purpose of the facility is not gaming, and it only sections a small 'corner' for extra
cash flow in exchange for a fee and/or commission. Specifically, a maximum of 30% of floor space of a corner location can be dedicated
to gaming.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Punti di Commercializzazione ("PDC"; web-based betting shops "shops"; "web
cafe" or "websites"): A web shop is a physical location where a computer or multiple computers are connected to
the web and directed to our website. Customers can access our website through the computers set up at the web shop and may also
make cash deposits that are credited electronically to their online gaming accounts.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Websites



Multigioco's main gaming website www.newgioco.it
operates under a third party Service Provider Agreement with Microgame to develop and host our website layout, design and functionality.
Microgame provides and operates all aspects of the Company's online gaming website including: servers, routers, software development
(for the Newgioco branded website operations), sportsbook trading, telephone betting, licensing, website hosting, payment solutions,
security, and the first line of gaming related customer support needs.



Multigioco websites are tailored for the Italian
gaming market. The Company maintains a web-based platform directly under the branded website newgioco.it (the main "channel")
serving players and shops respectively. There are some variations in website style because Multigioco offers different services
through distinctive marketing campaigns:



| | - | newgioco.it is mainly devoted to shops (locations), such that marketing for this brand is dedicated to webshop campaigns, branding, and proposals or marketing for prospective operators to become a "Newgioco Shop";
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | originalbet.it and lovingbet.it are dedicated to the end-user (players), by focusing on campaigns
and gaming offerings directed at players, such as welcome bonuses, rake back for poker players, etc.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The websites are only published in the Italian
language. Multigioco may include additional languages if it is determined that such services are commercially viable and if we
agree to pay the related development fees. We do not have any plans to expand our website to include additional languages at present.



The ADM requires that all websites are owned
only by the license holder. We own our branded website url www.newgioco.it in accordance with our ADM licensing requirements and
either directly operate the websites or alternatively contract the websites to third party promoters operating under the web skin
urls www.original bet.it (see Note a) and www.lovingbet.it (see Note b).



Note (a): A Landing page refers to a webpage
that is generally owned by a Promoter (which can also be referred to as a betting shop) which redirects their marketing (social
network, friends or other forms of marketing) to this webpage. Apart from a few advertisements, the landing page links patrons
to sign-up or register directly on the newgioco.it main page except that a promotional code is tied to the link, such that the
web promoter can funnel his marketing through a subnet. In the Italian market, the entire subnet (a subnet is a logical grouping
of connected network devices. Nodes on a subnet tend to be located in close physical proximity to each other such as on a LAN)
must be connected to the ADM network.



Note (b): A White-label page is a complete
gaming website (similar to the main website of the licenser (in our case Multigioco)) but with the interface and logo of the Promoter.
The Promoter earns fees according to the turnover generated through their website.



In relation to the third party or rented websites,
the promoter ("partner", "shop" or "agent") is responsible for marketing strategies, administration
and costs. The promoter may incorporate special promotions, draws and incentives to drive players to their website to increase
gaming turnover or visits. Generally, these promoters operate in areas that are remote or distant from our central operations based
in Rome, therefore, some promotions may be local events in the jurisdiction surrounding the "home base" of the Promoter.
The relationship with local shops and players from the promoter region remains directly with the promoter since there could be
regional nuances that attract their clientele to our gaming offerings. However, the gaming business belongs to the underlying licensor
or, in our case, 'Multigioco' and is included in our overall financial results as gaming turnover.



The Promoter does not have any direct access
to Multigioco client gaming accounts and is therefore not legally responsible or liable for maintaining gaming account balances.
As a result, the licensor is legally responsible for compliance and client gaming account control, and is also legally required
to ensure that all payouts due to players are credited to each players' gaming account and are available to players within 7 working
days of the play.



Please refer to the section entitled CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS in our Current Report on Form 8-K filed on August 19, 2014 for additional information on
our White-label Services Agreements and landing pages.



While the www.newgioco.it website offers wagering
in many categories outside of sports, we intend to capture a larger share of the Italian market by focusing on the Serie A, B,
and C soccer, online poker, online casino and slots, skill games, as well as Italian horse racing.



Otherwise, the Company offers a sufficiently
diverse product and service offering and intends to focus on creating in-house cost savings and synergies by undertaking strategic
acquisitions and following a strict internal development plan.



Employees



Our current CEO provides day-to-day operations
and management services at the Company's head office. Management expects to use consultants, attorneys, and accountants as necessary,
and does not anticipate a need to engage any full-time employees in our head office so long as it is seeking and evaluating business
opportunities.



At April 14, 2016, Multigioco employed 15 full
time and 5 part time employees at its head office and approximately 20 outside commissioned sales agents that service our remote
shops and venues in the field.



Research and Development



Neither the Company, nor its subsidiaries,
engage in research and development activities.



FACTORS AFFECTING OUR MARKET



Government Regulations - General



The following information is presented with
the understanding that we have now acquired gaming operators in Italy with an online license expiring in 2021 and a land-based
license expiring in June 2016 and therefore our business is subject to the regulations described below. For this discussion, when
we mention "our operators" or "our facilities" or operators or facilities that we "own", it is in
reference to operators or facilities that we have acquired and may acquire in the course of our business in the future, assuming
that we are able to acquire any additional operators at all.



Under Italian Criminal Law, all gambling is
illegal regardless of where it is organized. However, the law recognizes there is a difference with games of chance and games where
the outcome depends on the player's skills. Sports-betting, lotteries and some other activities fall into the category of legal
and regulated gambling activities, under which our business operations fall.



In Italy, the ADM (the State Agency of Customs
and Monopolies) is granted the power to issue licenses and regulate gambling activities.



Beginning in 1992, some forms of gambling activities
were deregulated by government decree under certain conditions to avoid potentially negative social effects associated with the
industry. In 2006, beginning with a series of licenses colloquially termed as "Bersani" Licenses which will renew under
license tender in 2016, the ADM implemented certain amendments with a view to liberalize the market such as:



| | - | Legalization of real-money skill games and betting exchanges or 'books';
| | - | ------------------------------------------------------------------------



| | - | Opening of the Italian gambling market to operators from EU and EFTA countries (on condition they
meet certain requirements); and
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | - | Initiating a new license tender process intended to curb the network of offline betting establishments
and also provided a possibility for online gaming operators to offer their services on a legal basis.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



New milestones were reached by Italian legislation
in 2006 with regulated the use of the internet as a direct gambling distribution channel in Italy. The Finance Act 2007, which
legalized card games in the form of tournaments with stakes equal only to tournament entry fees, and also the "Comunitaria"
decree in February 2011, which regulated cash poker games and online casino games also amended laws introduced in the previous
Bersani version of the decree. Licenses issued pursuant to this new decree will expire in 2021 and renew under a new tender notice
process.



See the section captioned "Risk Factors"
for additional information and risks we face as operators in the regulated gaming industry.



Permits, Authorizations and Licenses



Italy maintains a State legislated policy aimed
at enhancing gaming through rigid regulations designed to protect its economic interest and comply with the law as well as to certify
operators to protect so-called consumer-gamblers. In Italy, there are currently two main categories of licenses (off-line and online)
in circulation, issued or awarded by the ADM in three series:



Series 1 first issued by legal decree in 1992,
renewed in 2009 under the Abruzzo decree and are colloquially branded as "Monti" licenses that expire in June 2016;



Finance Act decree of 2007 (FA7) series which
were awarded by tender in 2006 and are colloquially branded as "Bersani" Licenses that expire in 2016; and



New series GAD (Gioco a Distanza) issued by
application process under the Comunitaria decree in 2010 and expire in 2021.



Each series of license has a 10 year renewal
term.



Monti and Bersani licenses provide both NS
and PS off-line (agencies and corners) as well as GAD online (web-based) distribution authorizations. Off-line Monti licenses and
Bersani licenses are subject to and expected to be consolidated under a new decree at renewal in June 2016, while both the Monti
and Bersani GAD licenses are expected to permanently expire in June 2016 leaving only the limited number of Comunitaria Series
GAD licenses in circulation.



In 2011, Multigioco applied for a New Series
GAD license under the regulatory changes requiring a tender notice process. The ADM granted Multigioco a new GAD license, and on
July 4, 2012 gave the final authorization for Multigioco websites.



The ADM license provides Multigioco the right
to:



| | - | offer only those gaming offerings that ADM authorizes for deployment in Italy (the “Territory”);
| | - | ------------------------------------------------------------------------------------------------



| | - | enter into licensing, joint venture and acquisition agreements with shops and private enterprises
as concessionaires that provide various local services such as convenience stores, bars, cafes, and restaurants in Italy;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | establish web cafe`s as permitted by the regulations enforced by the ADM regional office within
the Territory; and
| | - | ------------------------------------------------------------------------------------------------------------------



| | - | take such steps that are deemed necessary to develop the business of gaming in the Territory.
| | - | ---------------------------------------------------------------------------------------------



Our online license is subject to the laws of
the Republic of Italy with an initial term expiring on June 15, 2021 and is renewable through the tender notice process.



Foreign Financial Considerations



Our gaming income is subject to income taxes
based upon the laws of Italy which may also fluctuate if economic conditions in Italy remain uncertain.



For the Company’s financial reporting,
our subsidiaries assets and liabilities, whose functional currency is the Euro, are translated into U.S. dollars at period-end
exchange rates. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments
resulting from translating the Company's financial statements are included in Accumulated other comprehensive loss, a component
of Stockholders' Equity. Foreign currency transaction gains and losses are recognized in net earnings based on differences between
foreign exchange rates on the transaction date and settlement date. Fluctuations in the foreign exchange rates may have an adverse
effect on our overall results.



Major Software Vendors



The following sets out a list of various gambling
software providers and a brief description:



Microgame S.p.A. is the online arm of one of
the most established and progressive betting platforms in Italy and is a joint venture partner of Caesars Entertainment in the
World Series of Poker.



Playtech Plc is a gaming software development
company founded in 1999. The company provides software for online casinos, online poker rooms, online bingo games, online sports
betting, scratch games, mobile gaming, live dealer games and fixed-odds arcade games online. It is listed on the London Stock Exchange
and is a constituent of the FTSE 250 Index.



Amaya Inc. provides technology-based solutions,
products, and services for global gaming and interactive entertainment industries worldwide. It operates through two segments,
Business-to-Consumer (B2C) and Business-to-Business (B2B).



Competition



Overall competition in the online gaming industry
is moderate with various sectors and operators competing for customers in various geographic markets. These include land based
online casinos, poker rooms, sports/race books, bingo, skill games, lottery, betting exchanges as well as internet or web only
based operators. The global reach of the internet in concert with the plentiful supply of varying games means obstacles to switching
venues for the consumer are virtually non-existent which increases competition. Differing regulations worldwide make it harder
to expand and the easing of regulations in some markets have led to consolidation by monopoly entities which weakens competition
while the opening of new markets allow for more players to enter the marketplace offsetting the balance somewhat.



We compete with a number of public and private
companies that provide land-based and/or online gaming. In addition to known current competitors, traditional land based casino
operators and other entities, many of which have significant financial resources, and occupy entrenched positions in the market
and name-brand recognition, may provide Internet gaming services in the future, and thus become our competitors.



Particularly, our subsidiaries face direct
competition in Italy from established online gambling sites like GTECH (Lottomatica), William Hill, 365sport, bwin, and many others.
However, the Company has several advantages at its side, primarily local brand recognition, services that are tailored to calcio
(soccer) enthusiasts. Most notably, Multigioco invests significant resources to calcio-focused marketing; fan engagement, live-streaming
of calcio games; employ industry leading software; and is actively considering potential Italian celebrity partners.



We believe the principal competitive factors
in our industry that create certain barriers to entry into the Italian market include but are not limited to: reputation, technology,
financial stability and resources, proven track record of successful operations, critical mass (particularly relating to online
poker), regulatory compliance, independent oversight and transparency of business practices. While these barriers will limit those
able to enter or compete effectively in the Italian market, it is also likely that new laws and regulations of governmental authority
will be established in the future that will also offer barriers to new competitors.



Increased competition from current and future
competitors may materially and adversely affect our business, revenues, operating results and financial condition.



Major Operators



The following sets out a list of various gambling
operators with a brief description:



| | - | GTECH (Lottomatica) is focused on providing software and services in the Internet, lottery and
sports betting market.
| | - | ---------------------------------------------------------------------------------------------------------------------



| | - | SNAI is an Italian corporation that deals with the management of betting odds and horse racing
contests. It was founded in 1990 and is listed on the Milan Stock Exchange and on March 29, 2011 Global Games S.p.A. acquired 51%
of SNAI.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Sisal is one of the longest running Italian gaming companies offering Internet Betting, lotteries,
scratch to win, poker and casino, slots and arcade games.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Bwin is one of the largest online gaming and gambling company focused primarily on sports betting,
as well as Internet casino and poker.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



Key Italian Authorities



The following sets out a list of various online
gambling industry authorities and their roles in the industry:



| | - | Agenzia delle Dogane e dei Monopoli (ADM) is responsible for the licensing and authorizations granted
to concessionaries, and for the monitoring of the betting activities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Guardia di Finanza’s aim is to avoid criminal elements by means of a network presence throughout
Italy and conducting physical inspections in bars and tobacco shops.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Agenzia delle Entrate is a government agency supervised by the Ministry of Economy and Finance
which cooperates with ADM, and is engaged in the management, investigation and litigation of taxes. Its objective is to maximize
tax collection efficiency and compliance.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Sogei is engaged in the ICT (Information, Communication and Technology) sector and is owned and
operated by the Ministry of Economy and Finance. The company provides betting control, in order to assure the regulated processing
of games, and management of the "Totalizzatore Nazionale" (a computer network that calculates and processes winning/payouts).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Trade Organizations



The following sets out a list of Italy’s
gaming industry trade organizations:



| | - | International Association of Gaming Regulators (IAGR) is a forum in which gaming regulators from
around the world can meet, exchange views and information, and discuss policy issues among themselves and with representatives
of the international gaming industry; a means of fostering cooperation between gaming regulators in the performance of their official
duties; and a central point of contact for inquiries from governments, gaming regulatory agencies and personnel, and representatives
of the international gaming industry.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | European Gaming and Betting Association (EGBA) promotes implementation of a fair, competitive and
regulated market for online gaming and gambling operators throughout Europe in line with EU law.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Global Betting & Gaming Consultants (GBGC) has developed a wide range of gambling and business
services that it can provide to its clients to help them operate successfully in the gambling field.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | eCogra is an internationally accredited testing agency and player protection and standards organization
that provides an international framework for best operational practice requirements, with particular emphasis on fair and responsible
gambling.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 1A. RISK FACTORS



In addition to the other information contained
in this Form 10-K, the following risk factors should be considered carefully in evaluating the Company. Our business, financial
condition, liquidity, or results of operations could be materially adversely affected by any of these risks. Accordingly, when
we refer to "our operators" below, it is with reference to operators that we are in the process of acquiring or may acquire
in the future, regardless of the level of ownership or operators that are involved in joint ventures with us. The risks and uncertainties
described below are not the only ones facing our company, additional risks and uncertainties not presently known to us or that
we currently consider immaterial may also have an adverse effect on us. If any of the matters discussed in the following risk factors
were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially and adversely
affected.



RISKS RELATED TO OUR BUSINESS



Because we have a limited operating history,
we may not be able to successfully manage our business or achieve profitability.



Our subsidiaries obtained their ADM licenses
and our GAD licensed website only in June 2012. As a result, we have a limited operating history upon which you can evaluate our
prospects and our potential value. If we cannot successfully manage our business, we may not be able to generate future profits
and may not be able to support our operations.



No additional relevant operating history involving
our gaming operations exists upon which an evaluation of our performance can be made. The likelihood of our success and performance
must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment
and expansion of new business and the highly competitive environment in the online gambling industry.





Although our financial statements have been
prepared on a going concern basis, we must raise additional capital in order to continue as a going concern.



Paritz & Company, P.A, our independent
registered accounting firm for the year ended December 31, 2015 has included an explanatory paragraph in their opinion that accompanies
our audited consolidated financial statements as of and for the year ended December 31, 2015, indicating that our current liquidity
position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position
we may not be able to continue as a going concern. Our ability to raise capital needed to improve our financial condition may be
hindered as a result of our current liquidity position. The accompanying consolidated financial statements do not include any adjustments
that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge
our liabilities other than in the normal course of business which would cause investors to suffer the loss of all or a substantial
portion of their investment.





We have incurred substantial losses since
our inception and may never be profitable.



We have incurred losses since inception and
further losses are anticipated in the development of our business. Since we are currently in the early stages of our development
and strategy, there exists substantial doubt regarding our ability to continue as a going concern. The ability to continue as a
going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet
our obligations and repay our liabilities arising from normal business operations. Management intends to finance operating costs
over the next twelve months with existing cash on hand, loans from stockholders and directors, PIPE Financing and or private placement
of our securities. No stockholder, director, or possible private placement participant has agreed to loan our company any funds
nor agreed to purchase any of our securities. The failure to obtain necessary financing could result in our company ceasing all
operations, which would likely result in a loss of all or a significant portion of your investment in our company.



Failure by us to respond to changes in consumer
preferences could result in lack of gaming revenues and may force us out of business.



Our online gambling website and web shops operate
in an industry subject to:



| | - | rapid technological change;
| | - | ---------------------------



| | - | the proliferation of new and changing online gambling sites;
| | - | ------------------------------------------------------------



| | - | frequent new product introductions and updates; and
| | - | ---------------------------------------------------



| | - | changes in customer demands.
| | - | ----------------------------



Any of the above changes that we fail to effectively
anticipate could reduce the demand for our online business, as well as any gaming service we may introduce in the future. Failure
to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction,
failure to attract demand for our products and lower profit margins.



We currently depend on and may continue
to be dependent on third parties to provide our online gambling platform, and any increased costs associated with third party developers
or any delay or interruption in production would negatively affect both our ability to provide the platform and our ability to
continue our operations.



We currently depend on our agreement with Microgame
S.p.A. to develop and operate our online gambling platform. We anticipate that we will continue to rely on Microgame and other
third parties to develop portions of the platform. The costs associated with relying on third parties may increase our operating
and development costs and negatively affect our ability to operate because we cannot control the developer's personnel, schedule
or resources. We may experience delays in finalizing platform updates, in addition, our reliance upon a third party developer exposes
us to risks, including reduced control over quality assurance and costs of development. If this happens we could lose anticipated
revenues from the platform and may not have the capital necessary to continue our operations. In addition, we may be required to
rely on certain technology that we will license from third parties, including software that we integrate and use with software
that we may develop internally. We cannot provide any assurances that these third party technology licenses will be available to
us on commercially reasonable terms. The inability to establish any of these technology licenses, or the loss of such licenses
if established, could result in delays in completing any platform updates or changes for us until equivalent technology could be
identified, licensed and integrated. Any such delays could materially adversely affect our business, operating results and financial
condition.



If we do not comply with the terms of our
agreement with Microgame or it is terminated, our business operating results and financial condition will be adversely affected.



Our agreement with Microgame to develop and
operate our online gaming website is crucial to our operations. If we fail to comply with any of the terms or conditions of the
agreement, or in the event that Microgame terminates the agreement or the agreement expires and we are unable to find a suitable
replacement, our business, operating results and financial condition would be materially adversely affected.



We depend on payments from third-party service
providers, including government regulated gaming agencies. If these payments decrease or do not increase as our costs increase,
our operating margins and profitability would be adversely affected.



We depend, in part, on private entities and
regulated third-party sources of payment for the gross gaming revenues earned by our operators. The amount our operators receive
for their services may be adversely affected by market and cost factors as well as other factors over which we have no control,
including future changes to the payment systems and the cost containment and utilization decisions of third-party service providers.
The focus on gaming reform in Italy may increase the likelihood of significant changes affecting gaming services in the future.
We give no assurances that future changes to odds and tax rates on game offerings, cost containment measures by private third-party
service providers or other factors affecting payments for gaming services will not adversely affect our future revenues, operating
margins or profitability.



Our online website is subject to security
and stability risks that could harm our business and reputation and expose us to litigation or liability.



Online commerce and communications depend on
the ability to transmit confidential information and licensed intellectual property securely over private and public networks.
Any compromise of our ability to transmit such information and data securely or reliably, and any costs associated with preventing
or eliminating such problems, could harm our business. Online transmissions are subject to a number of security and stability risks,
including:



| | - | our encryption and authentication technology, and access and security procedures, may be compromised,
breached or otherwise be insufficient to ensure the security of customer information;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | we could experience unauthorized access, computer viruses, system interference or destruction,
"denial of service" attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent
access to our websites or use of our products and services;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | someone could circumvent our security measures and misappropriate our partners' intellectual property
or our customers' accounts, interrupt our operations, or jeopardize our licensing arrangements, which are contingent on our sustaining
appropriate security protections;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | our computer systems could fail and lead to service interruptions;
| | - | ------------------------------------------------------------------



| | - | we may be unable to scale our infrastructure with increases in customer demand; or
| | - | ----------------------------------------------------------------------------------



| | - | our network of facilities may be affected by a natural disaster, terrorist attack or other catastrophic
events.
| | - | ---------------------------------------------------------------------------------------------------------------



The occurrence of any of these or similar events
could damage our business, hurt our ability to distribute gaming products and services and collect revenue, threaten the proprietary
or confidential nature of our technology, harm our reputation and expose us to litigation or liability. We may be required to expend
significant capital or other resources to protect against the threat of security breaches, hacker attacks or system malfunctions
or to alleviate problems caused by such breaches, attacks or failures.



A decline in the popularity of our website
will negatively impact our business.



Our primary source of revenues is dependent
upon, among other things, our ability to attract and retain new users and attracting existing users to increase their activity
on our sites. If we are unable to maintain or extend web traffic to, and use of, our websites, our revenues may be adversely affected.



We depend upon a limited number of personnel
and the loss of any of these individuals could adversely affect our business.



If any of our current executive employees including
Michele Ciavarella, our Chief Executive Officer, were to die, become disabled or leave our company, we would be forced to identify
and retain individuals to replace them. They are critical employees at this time. In addition to the executives, we rely heavily
on a several people that have extensive knowledge of our industry. There is no assurance that we can find suitable individuals
to replace them or to add to our employee team if that becomes necessary. We are entirely dependent on these individuals as our
critical personnel at this time. We have no life insurance on any of our employees, and we may not be able to hire a suitable replacement
for them on favorable terms, should that become necessary.



We may not be able to successfully implement
our business strategy.



Our operating results will be adversely affected
if we fail to implement our business strategy or if we invest resources in a strategy that ultimately proves unsuccessful.



Our future success depends, in large part,
on our ability to implement our business strategy of acquiring operators for implementation of our Rebranding Blueprint.



Our ability to implement this our business
strategy depends on, among other things, our ability to:



| | - | enter into acquisition agreements with operators we deem accretive to our business interests;
| | - | ---------------------------------------------------------------------------------------------



| | - | increase the recognition of our Rebranding Blueprint;
| | - | -----------------------------------------------------



| | - | expand and maintain delivery of our Rebranding Blueprint in Italy.
| | - | ------------------------------------------------------------------



Implementation of our Rebranding Blueprint
may not meet our expectations, and any such failure would adversely affect our ability to implement our business plan.



We anticipate that a material portion of our
revenues will be derived from the implementation of our Rebranding Blueprint into acquired operators venues and possibly through
licensing our Rebranding Blueprint to other entities. We can give no assurance that our Rebranding Blueprint will be widely accepted
or that we will be able to receive enough, or any, interest from operators to introduce or sustain our Rebranding Blueprint with
any given operator, or at all. Because it is a new marketing approach, it is possible that wide acceptance of our Rebranding Blueprint
will never be attained. Such a lack of acceptance will adversely affect our growth and profits.



Our success depends on the scope of our
intellectual property rights and not infringing the intellectual property rights of others.



Our success depends in part on our ability
to:



| | - | obtain copyrights or trademarks or rights to copyrights or trademarks, where necessary, and to
maintain their validity and enforceability;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | - | operate without infringing upon the proprietary rights of others; and
| | - | ---------------------------------------------------------------------



| | - | prevent others from infringing on our proprietary rights.
| | - | ---------------------------------------------------------



Protection of our intellectual property rights,
branding and image (collectively "image") from unauthorized use by third parties is limited by valid and enforceable
copyrights or trademark laws. Our inability to protect our image could materially adversely affect our business prospects and profitability.
In addition, if litigation were to take place in connection with the enforcement of our image (or to defend third party claims
of infringement against us), there can be no assurance that we would prevail. Legal proceedings could result in substantial costs
and diversion of management time and resources and could materially adversely affect our operations and our financial condition.



Competition for the acquisition of new operators
and other factors may impede our ability to acquire operators and may inhibit our growth.



We anticipate that the future growth of our
business will be dependent upon our successful acquisition of operators. The success of this strategy depends upon our ability
to identify suitable acquisition candidates, reach agreements to acquire these operators, obtain necessary financing on acceptable
terms and successfully integrate the operations of these businesses. In pursuing acquisition opportunities, we may compete with
other companies that have similar growth strategies. Some of these competitors are larger and have greater financial and other
resources than we have. This competition may prevent us from acquiring operators that could generate substantial revenues for our
business.



If we are unable to effectively compete
for operators, patrons, sponsorship contracts with sports teams and strategic relationships, our business would be adversely affected.



The gaming business is highly competitive.
We may also be competing in the future with public and private companies to acquire additional target operators and for patrons
to frequent our operators. Some of our competitors may have greater resources than we do, including financial, marketing, staff
and capital resources, have or may develop new technologies or services that are attractive to other operators or patrons, or have
established relationships with major organizations or third party service providers. No assurances can be given that we will be
able to compete effectively in any of these areas.



If we fail to acquire and develop operators
on favorable terms, our future growth and operating results could be adversely affected.



We plan to generate revenues and earnings by
acquiring existing gaming operators and augmenting their established gaming offerings with our Rebranding Blueprint, our proprietary
plan for attracting and retaining gaming patrons. The success of our business plan will be affected by our ability to identify
suitable operators for acquisition and our ability to negotiate and close on operator acquisitions in a timely manner and on favorable
terms or at all. There can be no assurances that we will be successful in identifying additional operators suitable for acquisition
or that we will be able to close an acquisition in a timely manner and/or on terms favorable to us.



If we are unable to implement our growth
strategy at our acquired operators or unable to manage the growth of our business through the acquisition of operators our business
and results of operations could be adversely affected.



We may not be able to successfully integrate
the operations of newly acquired operators with our own, and we may not realize all or any of the expected benefits of acquiring
new operators as and when planned. Integrating the operations of new operators with our own will be complex, costly and time-consuming.
We expect that the integration of the operations of new operators will require significant attention from our senior management
and will impose substantial demands on our operations and personnel, potentially diverting attention from other important pending
duties. The difficulties and risks associated with the integration of the operations of new operators into our own include, but
are not limited to:



| | - | the possibility that we will fail to implement our business plans for the growing company, including
as a result of new legislation or regulation in the gaming industry that affects the timing or costs associated with our operations
or our acquisition plans;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | possible inconsistencies between our standards, controls, procedures, policies and compensation
structures and those of operators that we acquire;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | - | the increased scope and complexity of our operations following the acquisition of a number of operators;
| | - | --------------------------------------------------------------------------------------------------------



| | - | the potential loss of key employees and the costs associated with our efforts to retain key employees;
| | - | ------------------------------------------------------------------------------------------------------



| | - | provisions in contracts that we and the acquired operators have with third parties that may limit
our flexibility to take certain actions;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | - | risks and limitations on our ability to consolidate the corporate and administrative infrastructures
of new operators;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | - | the possibility that we may have failed to discover liabilities of new operators during our due
diligence investigation as part of the acquisition for which we, as a successor owner, may be responsible;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | obligations that we will have to partners of operators when we have completed only a partial acquisition;
and
| | - | -------------------------------------------------------------------------------------------------------------



| | - | the possibility of unanticipated delays, costs or inefficiencies associated with the integration
of operations of new operators with ours.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



As a result of these difficulties and risks,
we may not be able to successfully manage our growth within our budgetary expectations and anticipated timetable. Accordingly,
we may fail to realize some or all of the anticipated benefits of acquiring new operators, including increasing the scale of our
operations, diversification, cash flows and operational efficiency.



If we do not have sufficient capital resources
to complete acquisitions and develop our operators, our ability to implement our business plan could be adversely affected.



We will need capital to implement our business
plan, and may seek to finance future operator acquisitions and development projects through debt or equity financings. Disruptions
to financial markets or other challenging economic conditions may adversely impact our ability to complete any such financing or
the terms of any such financing may be unacceptable or unfavorable to us. To the extent that we undertake financings with our equity
securities, our current shareholders will experience ownership dilution. To the extent we incur debt, we may have significant interest
expense and may be subject to covenants in the related debt agreements that restrict the conduct of our business. We give no assurances
that we will be able to obtain financing necessary to implement our business plan or if financing will be offered or available
on terms acceptable to us or at all.



If we are restricted from using our license
associated with our acquired operators, there will be an adverse effect on our revenues and profits.



We expect a significant portion of our revenues
to come from gaming revenues earned by acquired operators. Although one or more of the target operators with which we are negotiating
acquisition terms may have an active gaming license, we can provide no assurance that the existing license will be renewed, retained
or if we are able to acquire the client base of any particular operator we acquire in the future. If we are restricted from acquiring
target operators or their client base, our revenue and profit potential will be adversely affected.



We may not have exclusive control over the
distribution of cash from our acquired operators and may be unable to cause all or a portion of the cash of these operators to
be distributed to us.



We anticipate having a complete or a majority
ownership in the operators we acquire. We expect the agreements we execute with these operators to provide for the distribution
of available cash to us. However, it is possible that these agreements may impose limits on the ability of our acquired operators
to make distributions of cash to us. If we are unable to cause sufficient cash to be distributed from one or more of these operators
our ability to pay our obligations as they become due may be harmed.



If we acquire an operator that has made
submission and reporting errors prior to our ownership, we would most likely be liable for those errors that led to under or overpayments
in gaming accounts and may be subject to penalties as well as being required to provide refunds.



Historical submissions and reporting errors
in gaming accounts made by an operator prior to our acquisition, even in the case of purely an asset acquisition may require us
to provide refunds to patrons and possibly pay penalties. In the case of overpayments, it is very unlikely that we would be able
to collect funds that were owed to the operator prior to our acquisition. There can be no assurance that a compliance audit will
disclose any future liabilities for overpayments that any of our operators may have incurred.



If any principals of operators with whom
we are negotiating to acquire their business are retiring and not able or willing to remain with the operator to assist with the
transition of patrons to our operations, our projected revenues and profits will be adversely affected.



Competition for operators will be a problem
for us if retiring owners cannot or will not stay to assist us with the orientation and transitioning to our operations and management.
We would like to retain incumbent owners for up to two years but if we are unable to do so, extra demands will be placed on us
for orientation and training. This will have an adverse effect on our revenues and will increase our expenses for recruitment and
we may need to fill vacancies with existing personnel from other locations.



RISKS SPECIFIC TO OUR INDUSTRY



Economic conditions, particularly in Italy
and Europe, that have an adverse effect on the gaming industry will adversely affect our results of operations.



Our proposed business operations are concentrated
in a single industry and geographic area (Italy and Europe) that is affected by international, national and local economic conditions.
A downturn in the economy or in a region such as Italy and Europe constituting a significant source of our customers, or a reduction
in demand for gaming, may harm our financial condition or that of our customers. We cannot predict the effect or duration of an
economic slowdown or the timing or strength of any subsequent economic recovery, worldwide, in Italy and Europe or in the gaming
industry, or the impact such slowdown may have on the demand for online gaming. If players have less disposable income to spend
on wagers or if our customers are unable to devote resources to using our products, there could be an adverse effect on our business.



Intense competition in the online gambling
industry may adversely affect our revenue and profitability.



We operate in a highly competitive environment
and we compete for members, visitors and advertisers with numerous well established online gambling sites, as well as many smaller
and/or newer sites. If we are unable to differentiate our products and generate sufficient appeal in the marketplace, our ability
to achieve our business plan may be adversely affected. The effect of such competition may put pressure on profit margins and to
involve us in vigorous competition to obtain and retain consumers and advertisers. Compared to us, many of our competitors have
significantly longer operating histories and greater brand recognition as well as, greater financial, management, and other resources.



Changes in government laws could materially
adversely affect our business, financial condition and results of operations.



Our business is regulated by diverse and evolving
laws and governmental authorities in Italy and other countries in which we intend to operate in the future. Such laws relate to,
among other things, online gambling, gambling in general, internet, licensing, copyrights, commercial advertising, subscription
rates, foreign investment, use of confidential customer information and content. Promulgation of new laws, changes in current laws,
changes in interpretations by courts and other government officials of existing laws, our inability or failure to comply with current
or future laws or strict enforcement by current or future government officers of current or future laws could adversely affect
us by reducing our revenue, increasing our operating expenses and/or exposing us to significant liabilities.



Regulators at the federal and provincial
level are monitoring and restricting the renewal of existing and issuance of new licenses which could have an adverse effect on
our growth.



Federal regulators in Italy are enforcing new
restrictions to reduce the number of independent operators. A moratorium on new licenses for gaming operators in Italy has been
implemented. Such restrictions on the licensing of new operators could have a material effect on our business because a significant
component of our planned growth is expected to come from expanding our operators into new locations within a geographical area.



Our records and submissions to regulatory
agencies may contain inaccurate or unsupportable submissions which could cause us to overstate or understate our revenue and subject
us to various penalties.



A major component of the regulatory environment
is the interpretation of winnings and tax calculation procedures established by the ADM. Inaccurate or unsupportable submissions,
inaccurate records for gaming coin-in or turnover, client data and erroneous winning claims could result in inaccurate revenues
being reported. Such errors are subject to correction or retroactive adjustment in later periods and may be reflected in financial
statements for periods subsequent to the period in which the revenue was recorded. We may also find that we are required to refund
a portion of the revenue that we received which, depending on its magnitude, could damage our relationship with regulatory agencies
and have a material adverse effect on our results of operations or cash flows.



The ADM in Italy conducts weekly account audits
and sweeps for taxes in addition to random onsite inspections for connectivity to the ADM network as well as nefarious programming
or routers which can alter the reporting requirements of the ADM. It is possible that our acquired operators will receive letters
from ADM auditors requesting repayment of alleged violations and errors and as such will incur expenses associated with responding
to, and appealing to, these requests, as well as the costs of repaying any shortfalls and possible fines and penalties. Demands
for repayments can occur even if an operator is acquired by means of an asset transfer. If we have inadequate resources to enable
us to dispute and overturn such demands for overpayments, it is possible that such payments will have to be returned which could
have a material adverse effect on our financial condition and results of operations.



If we fail to comply with applicable laws
and regulations, we could suffer penalties or be required to make significant changes to our operations.



We will be subject to many laws and regulations
at the federal, provincial and local government levels in the jurisdictions in which we operate. These laws and regulations require
that our operators and our operations meet various licensing, certification and other requirements, including those relating to:



| | - | ownership of our operators;
| | - | ---------------------------



| | - | our and our operators' relationships with sponsors and other referral sources;
| | - | ------------------------------------------------------------------------------



| | - | approvals and other regulations affecting the acquisition of operators, capital expenditures or
the addition of services;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | - | qualifications of management and support personnel;
| | - | ---------------------------------------------------



| | - | maintenance and protection of records;
| | - | --------------------------------------



| | - | billing for services by gaming product providers, including appropriate treatment of overpayments
and credit balances; and
| | - | --------------------------------------------------------------------------------------------------------------------------



| | - | privacy and security of individually identifiable personal information.
| | - | -----------------------------------------------------------------------



If we fail to comply with applicable laws and
regulations, we could suffer civil or criminal penalties, including the loss of our license to operate. Different interpretations
or enforcement of existing or new laws and regulations could subject our businesses to allegations of impropriety or illegality,
or require us to make changes in our operations, facilities, equipment, personnel, services, capital expenditure programs or operating
expenses. No assurances can be given that current or future legislative initiatives, government regulation or judicial or regulatory
interpretations thereof will not have a material adverse effect on us, subject us to fines or penalties, or reduce the demand for
our services.



Providers in the gaming industry have been
the subject of Italian federal and provincial investigations, and we may become subject to investigations in the future.



Both Italian federal and provincial government
agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of gaming
companies, as well as their executives and managers. These investigations relate to a wide variety of topics, including diversion
practices by disconnecting from the ADM network.



In addition, as we employ executives and managers,
some of which may have worked at other gaming companies that are or may become the subject of ADM investigations and private litigation.
If so, these executives and managers could be included in governmental investigations or named as defendants in private litigation.
A governmental investigation of us, our executives or our managers could result in significant expense to us, as well as adverse
publicity.



If a federal or provincial agency asserts
a different position or enacts new laws or regulations regarding illegal remuneration or other forms of illegal gambling, fraud
and abuse, we could suffer penalties or be required to make significant changes to our operations.



ADM enforcement officials have numerous enforcement
mechanisms to combat illegal gambling, fraud and abuse. ADM enforcement officials have the ability to exclude any investors, officers
and managing employees associated with business entities that have committed gaming fraud from the industry including commencing
criminal proceedings against those accused of such gaming fraud. A governmental investigation or enforcement proceedings taken
against us, our executives or our directors could result in significant expense to us, as well as adverse publicity.



If regulations or regulatory interpretations
change, we may be obligated to buy out interests of principals who retain equity in any operators in which we have the majority
interest.



We expect that we will acquire complete ownership
of most of the operators that we choose to purchase either through share or asset purchases although in some cases, the selling
principal or principals may retain a minority interest. If certain regulations or regulatory interpretations change, we may be
obligated to purchase some or all of the non-controlling interests of the principal partners. The regulatory changes that could
trigger such obligations include changes that:



| | - | make the referral of client lists and other patrons to our operators by a principal affiliated
with us illegal;
| | - | ---------------------------------------------------------------------------------------------------------------



| | - | create the substantial likelihood that cash distributions from limited liability companies to the
affiliated principal will be illegal; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | - | cause the ownership by the principal of interests in limited liability companies to be illegal.
| | - | -----------------------------------------------------------------------------------------------



The cost of repurchasing these non-controlling
interests would be substantial if a triggering event were to result in simultaneous purchase obligations of a substantial number
or of all of our operators. We anticipate that the purchase price to be paid in such event would be determined by a predefined
formula set out in a shareholders' or share purchase agreement, which may also provide for the payment terms, generally over a
period of time. There can be no assurance, however, that our existing capital resources would be sufficient for us to meet the
obligations, if they arose, to purchase these non-controlling interests held by the principal. The determination of whether a triggering
event has occurred generally would be made by the concurrence of our legal counsel and counsel for the principal partners or, in
the absence of such concurrence, by a nationally recognized law firm having an expertise in gaming law jointly selected by both
parties. Such determinations therefore would not be within our control. The triggering of these obligations could have a material
adverse effect on our financial condition and results of operations. No assurances can be given that legislative or regulatory
changes would not have an adverse impact on us.



RISKS RELATED TO OUR SECURITIES



Our stock price may be volatile or may decline
regardless of our operating performance, and you may lose part or all of your investment.



While there is a very limited market for our
common stock, if an active market were to develop, the market price of our common stock may fluctuate widely in response to various
factors, some of which are beyond our control, including but not limited to:



| | - | market conditions or trends in the gaming industry or in the economy as a whole;
| | - | --------------------------------------------------------------------------------



| | - | actions by competitors;
| | - | -----------------------



| | - | actual or anticipated growth rates relative to our competitors;
| | - | ---------------------------------------------------------------



| | - | the public's response to press releases or other public announcements by us or third parties, including
our filings with the SEC;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | - | economic, legal and regulatory factors unrelated to our performance;
| | - | --------------------------------------------------------------------



| | - | any future guidance we may provide to the public, any changes in such guidance or any difference
between our guidance and actual results;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | - | changes in financial estimates or recommendations by any securities analysts who follow our common
stock;
| | - | ---------------------------------------------------------------------------------------------------------



| | - | speculation by the press or investment community regarding our business;
| | - | ------------------------------------------------------------------------



| | - | litigation;
| | - | -----------



| | - | changes in key personnel; and
| | - | -----------------------------



| | - | future sales of our common stock by our officers, directors and significant shareholders.
| | - | -----------------------------------------------------------------------------------------



In addition, the stock markets, including the
over-the-counter markets in which our common stock is quoted, have experienced extreme price and volume fluctuations that have
affected and continue to affect the market prices of equity securities of many companies. These broad market fluctuations may materially
affect our stock price, regardless of our operating results. Furthermore, the market for our common stock has been limited and
we cannot assure you that a larger market will ever develop or be maintained. The price at which investors purchase shares of our
common stock may not be indicative of the price that will prevail in the trading market. Market fluctuations and volatility, as
well as general economic, market and political conditions, could reduce our market price. As a result, these factors may make it
more difficult or impossible for investors to sell our common stock for a positive return on their investment. In the past, shareholders
have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation,
we could incur substantial costs and our resources and the attention of management could be diverted from our business.



Shares of our common stock lack a significant
trading market, which makes it more difficult for an investor to sell our common stock.



Shares of our common stock are not eligible
for trading on any national securities exchange and are currently only quoted in the over-the-counter market on the OTCQB marketplace.
There is no assurance that an active trading market in our common stock will develop, or if such a market develops, that it will
be sustained. In addition, there is a greater chance for market volatility for securities quoted in the over-the-counter markets
as opposed to securities traded on a national exchange. This volatility may be caused by a variety of factors, including the lack
of readily available quotations, the absence of consistent administrative supervision of "bid" and "ask" quotations
and generally lower trading volume. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations
as to the market value of our common stock, or to obtain coverage for significant news events concerning us, and our common stock
could become substantially less attractive for investment by financial institutions, as consideration in future capital raising
transactions or for other purposes.



Future sales of shares of our common stock,
or the perception in the public markets that these sales may occur, may depress our stock price.



The market price of our common stock could
decline significantly as a result of sales of a large number of shares of our common stock in the market after our stock commences
trading. In addition, if our significant shareholders sell a large number of shares, or if we issue a large number of shares, the
market price of our stock could decline. Any issuance of additional common stock, or warrants or options to purchase our common
stock, by us in the future would result in dilution to our existing shareholders. Such issuances could be made at a price that
reflects a discount or a premium to the then-current trading price of our common stock. Moreover, the perception in the public
market that shareholders might sell shares of our stock or that we could make a significant issuance of additional common stock
in the future could depress the market for our shares. These sales, or the perception that these sales might occur, could depress
the market price of our common stock or make it more difficult for us to sell equity securities in the future at any time if at
all.



We could issue additional common stock,
which might dilute the book value of our common stock.



Our Board of Directors has authority, without
action or vote of our shareholders, to issue all or a part of our authorized but unissued shares. We may issue a substantial number
of additional shares of our common stock or debt securities to complete a business combination or to raise capital. Such stock
issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock.
In addition, in order to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant
amount of our common stock. These issuances would dilute an investor’s percentage ownership interest, which would have the
effect of reducing their influence on matters on which our shareholders vote, and might dilute the book value of our common stock.
The investor may incur additional dilution if holders of stock options and warrants, whether currently outstanding or subsequently
granted, exercise their options or warrants to purchase shares of our common stock.



Our common stock is currently classified
as a "penny stock" under SEC rules, which may make it difficult for our shareholders to resell their shares of our common
stock.



The Rules of the Securities and Exchange Commission
classify as a "penny stock" any security that does not trade on a national securities exchange (e.g. NYSE, NYSE MKT or,
NASDAQ, but not including the OTC markets) if the market price of the security is less than $5.00 per share. SEC Rule 15g-9 under
the Securities Exchange Act of 1934 imposes additional sales practice requirements on broker-dealers that recommend the purchase
or sale of penny stocks to persons other than those who qualify as an "established customer" or an "accredited investor."
This includes the requirement that a broker-dealer must make a determination on the appropriateness of investments in penny stocks
for the customer and must make special disclosures to the customer concerning the risks of penny stocks. For this reason and because
penny stocks are generally considered to be more risky than non-penny stocks, many brokers will not recommend the purchase of penny
stock by their customers.



Our common stock is not listed on a national
securities exchange and is currently priced below $5.00, the result of which our common stock is currently classified as a penny
stock. The holders of our common stock may experience greater difficulties in attempting to sell the stock, due to the limited
market for penny stock. In addition, because the penny stock classification reduces the liquidity of a security, the classification
may have a negative effect on the market price of our common stock, such that our shareholders may not be able to obtain a satisfactory
sale price



Failure to achieve and maintain effective
internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our
business and stock price.



Section 404 of the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") requires that we establish and maintain an adequate internal control structure and procedures
for financial reporting and include a report of management on our internal control over financial reporting in our annual report
on form 10-K. Such report must contain an assessment by management of the effectiveness of our internal control over financial
reporting and must include disclosure of any material weaknesses in internal control over financial reporting that we have identified.



Restrictions on the reliance of Rule 144
by shell companies or former shell companies.



Historically, the SEC staff has taken the position
that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check
companies. The SEC has codified and expanded this position by prohibiting the use of Rule 144 for resale of securities issued by
any shell companies (other than business combination related shell companies) or any issuer that has been at any time a "shell
company". The SEC has provided an important exception to this prohibition, however, if the following conditions are met:



| | - | The issuer of the securities that was formerly a shell company has ceased to be a shell company,
| | - | ------------------------------------------------------------------------------------------------



| | - | The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act,
| | - | -----------------------------------------------------------------------------------------------------------------



| | - | The issuer of the securities has filed all Exchange Act reports and material required to be filed,
as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials),
other than current reports on Form 8-K; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | At least one year has elapsed from the time that the issuer filed current comprehensive disclosure
with the SEC reflecting its status as an entity that is not a shell company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 1B. UNRESOLVED STAFF COMMENTS



None.



Item 2. PROPERTIES



The Company has two mailing addresses: 130
Adelaide St. West, Suite 701, Toronto, Ontario, M5H 2K4, Canada (its main office), and 671 Westburne Dr., Concord, Ontario, L4K
4Z1. Other than these mailing addresses, the Company does not currently maintain a principal executive office or any other office
facilities, and does not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company’s
Chief Executive Office provides the Company with these offices on a rent-free basis.



It is likely that the Company will not establish
an office until it has substantial needs or resources requiring an office. It is not possible to predict what arrangements will
actually be made with respect to future office facilities.



Multigioco does not own any properties; however,
we do rent a corporate head office space on a year by year basis located at Via J.F. Kennedy, 6 Grottaferrata, Roma, for approximately
U.S. $2,200 per month. The office is used primarily for administrative functions. There are no gaming operations provided at this
office.



Item 3. LEGAL PROCEEDINGS



The Company may be subject to claims arising
in the ordinary course of business. We are not a party to, or the subject of, any pending legal proceeding. We are not aware of
any legal proceeding or any action being contemplated by a governmental authority.



Item. 4. MINE SAFETY DISCLOSURES



Not applicable.









PART II



Item 5. MARKET FOR REGISTRANT’S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



The following tables set forth the high and
low sale prices for our common stock as reported by the OTCQB Marketplace for the periods covered by this report.







|2014 PERIOD |                         | BID PRICES
|----------- | ----------------------- | ----------
|            |                         | LOW       
|            |                         |           
|            | January 1 - March 31    |           
|            | April 1 - June 30       |           
|            | July 1 - September 30   |           
|            | October 1 - December 31 |           
|            |                         |           
|            | 2015 PERIOD             |           
|            |                         |           
|            |                         |           
|            | January 1 - March 31    |           
|            | April 1 - June 30       |           
|            | July 1 - September 30   |           
|            | October 1 - December 31 |           





A small number of the Company's stockholders
own a substantial amount of the Company's common stock, and if such stockholders were to sell those shares in the public market
within a short period of time, the price of the Company's common stock could drop significantly. A large number of shares of outstanding
common stock are restricted and are not freely-trading. An established public trading market for our common stock may never develop
or, if developed, may not be sustained.



Please see the section captioned "Risk
Factors" for more information and risks related to our securities.



Penny Stock Rules



Please see the section captioned "Risk
Factors" for more information and risks regarding Penny Stock rules.



Shareholders



As of December 31, 2015, there were an estimated
310 holders of record of our common stock. A certain amount of the shares of common stock are held in street name and may, therefore,
be held by additional beneficial owners.



Dividends



We have never paid a cash dividend on our common
stock since inception. The payment of dividends may be made at the discretion of our Board of Directors, and will depend upon,
but not limited to, our operations, capital requirements, and overall financial condition.



We do not anticipate paying cash dividends
on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial
condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. We
intend to follow a policy of retaining all of our earnings to finance the development and execution of our strategy and the expansion
of our business. If we do not pay dividends, our common stock may be less valuable because a return on your investment will occur
only if our stock price appreciates.



Description of Securities



Common Stock



Our certificate of incorporation authorizes
the issuance of up to 80,000,000 shares of common stock, par value $0.0001 per share. As of December 31, 2015, there were 55,873,912
authorized but unissued shares of our common stock available for future issuance, based on 24,126,088 shares of our common stock
outstanding.



Please see the section captioned "Risk
Factors" for more information and risks associated with our common stock.



On September 30, 2005, we completed a 1 for
10 reverse split of our common stock.



On June 30, 2005, we completed a 1 for 10 reverse
split of our common stock.



On July 23, 2004, the Board of Directors approved
a 7 for 1 forward split of our common stock. The common stock dividend payment date was July 26, 2004 to stockholders of record
as at July 23, 2004.



Preferred Stock



The Company has authorized 20,000,000 preferred
shares, of which none have been issued.



Securities Authorized for Issuance Under Equity
Compensation Plans



None



Recent Sales of Unregistered Securities



There are no recent sales of unregistered securities
by the Company during the period covered by this report, which have not been previously disclosed in Form 10-Q filings or Form
8-K filings.



Purchases of Equity Securities by the Registrant



No stock repurchases were made by the Company
or affiliated purchasers within the fourth quarter of the fiscal year covered by this report.



Item 6. SELECTED FINANCIAL DATA



Not Applicable.



Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Overview



Except as expressly stated, the financial condition
and results of operations discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") are those of Empire Global Corp. and its consolidated subsidiaries.



The MD&A is intended to provide the reader
of our consolidated financial statements with a narrative explanation from the perspective of management of our financial condition,
results of operations, liquidity and certain other factors that may affect future results. The MD&A is provided as a supplement
to, and should be read in conjunction with, the financial statements of the Company and the accompanying notes appearing under
the caption "Consolidated Financial Statements and Supplementary Data."



General Plan of Operation



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



On August 15, 2014, we completed the acquisition
of 100% ownership in Multigioco, a corporation organized under the laws of the Republic of Italy, and is now a wholly owned subsidiary
of the Company. As a result of the acquisition of Multigioco, our principal business became a licensed online gaming operator offering
web-based gambling and sports betting.



On January 1, 2015, we completed the acquisition
of Rifa, and Multigioco purchased offline gaming assets, from Newgioco, which included a Bersani license along with 3 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 premises and also acquired the equipment assets within the agency. On June 1, 2015,
the Company opened its second agency location in Rome under Rifa.



During the period covered by this report, the
Company purchased 4 additional corner rights. Therefore, our subsidiaries now own a GAD (Gioco a Distanza) online license #15133
with approximately 1,067 web-based shops (Punti di Commercializzazione), a Bersani license #4070 with seven corner (Punto Sportivo)
rights, 4 of which were not utilized as of December 31, 2015, as well as a Monti license #4583 with two agency (Negozio Sportivo)
rights.



Our revenues are derived from our subsidiaries Multigioco and Rifa.
The product offering includes a variety of online and offline lottery and casino gaming, as well as sports betting through locations
situated throughout Italy.



Results of Operations



Year Ended December 31, 2015 Compared to Year
Ended December 31, 2014



Overall



As a result of the acquisition of Multigioco
and Rifa, our business operations have changed. Accordingly, comparisons with prior periods are generally not meaningful.





The Company is subject to risks inherent in
the establishment of a new business enterprise, including limited capital resources, possible delays in the decision and implementation
of a new business plan. We generate revenues by providing online and offline gaming products and services in regulated countries.





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



Revenues



Compared to $1,741,531 in gross revenues for
year ended December 31, 2014, our gross revenue for year ended December 31, 2015 were $4,872,902. The following table represents
a detailed breakdown of revenues from our gaming operations for 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 |             
|Turnover land-based      |  |              | 4,685,660  |             
|Total Turnover           |  | $            | 77,357,513 |             
|                         |  |              |            |             
|Winnings/Payouts         |  |              |            |             
|Winnings web-based       |  |              | 67,722,378 |             
|Winnings land-based      |  |              | 3,758,216  |             
|Total Winnings/payouts   |  |              | 71,480,594 |             
|                         |  |              |            |             
|Gross Gaming Revenues    |  | $            | 5,876,919  |             
|                         |  |              |            |             
|Less: ADM Gaming Taxes   |  |              | 1,169,322  |             
|Net Gaming Revenues      |  | $            | 4,707,597  |             
|Add: Commission Revenues |  |              | 165,305    |             
|Total Revenues           |  | $            | 4,872,902  |             
|                         |  |              |            |             





General and Administrative Expenses



The Company incurred $2,837,800 in general
and administrative expenses during the year ended December 31, 2015, compared to $892,781 in the year ended December 31, 2014.
The increase in general and administrative expenses was a result of the Company’s first full year of continuous operation
for the year ended December 31, 2015 compared to 2014 and expenses incurred for growth in our online business as well as the addition
of land-based business and assets during the year ended December 31, 2015.



The Company's major costs included in General
and administrative expenses were professional fees of $672,713, salaries and wages expense of $533,096, and management fees of
$120,000.



Direct Selling Expenses



Direct selling costs represent the fees we
pay to our network service provider, ADM license fees, and commissions for field agents and promoters which is essentially considered
an ongoing marketing cost. During the year ended December 31, 2015, our selling costs were $3,663,165, compared to selling costs
of $1,448,653 in the year ended December 31, 2014.



Interest Expenses



The Company recorded an interest expense, net
of interest income of $205,355 for the year ended December 31, 2015, compared to an interest expense, net of interest income of
$24,066 for the year ended December 31, 2014. The Company recorded an imputed interest expense of $5,309 and $11,972 for the periods
ending December 31, 2015 and December 31, 2014, respectively. Advances from stockholders are non-interest bearing and are due on
demand. Interest was imputed at 5% per annum.



The increase in interest expense incurred was
related to interest paid on debentures issued and promissory notes issued in 2015.



Change in Fair Value of Derivative Liability



Changes in fair value of derivative liability
generated an expense of $22,808 for the year ended December 31, 2015, compared to a generated income of $1,233 for the year ended
December 31, 2014. The increase in the fair value of derivative liability is due to an increase in the price of the Company’s
common stock.



Impairment on investment in non-consolidated
entities



Impairment on investment in non-consolidated
entities for the year ended December 31, 2015 was $30,185, compared to an impairment of $875,459 for the year ended December 31,
2014.



The impairment in the year ended December 31,
2014 was related to the Company’s investment in a private placement to acquire 666,664 shares of 2336414 Ontario Inc. an
Ontario corporation and the parent company of Paymobile Inc. an Ontario corporation.

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.



Allowance for deposit on acquisitions



The Company recorded allowance for deposits
on acquisitions of $94,952 for the year ended December 31, 2015. Compared to an allowance for deposits on acquisitions of $655,976
for the year ended December 31, 2014 for the deposits made towards the purchase price for the acquisition of Streamlogue Holdings
Ltd., a Maltese corporation that owns two licensed gaming subsidiaries: Streamlogue Services Ltd., a business-to-business entity,
and Streamlogue Operations Ltd., a business-to-consumer entity.



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 acquisition is not consummated.
Therefore, the Company decided to set up a 100% allowance on the advances made towards the purchase price of Streamlogue as of
December 31, 2015 and 2014.



Net Loss



For the year ended December 31, 2015, the Company
had a net loss of $2,022,663, or $0.08 per share (basic and diluted), as compared to a net loss of $2,171,234, or $0.11 per share
(basic and diluted) for the year ended December 31, 2014.



This decrease during 2015 is primarily due
to allowances of $655,976 and $875,459 for the investment in Streamlogue Holdings Ltd. and 2336414 Ontario Inc., respectively.



Other Comprehensive Income



Our other comprehensive income consists of
foreign currency translation adjustments related to the effect of foreign exchange on our operations.



The Company's reporting currency is the U.S.
dollar while the functional currency of our subsidiary Multigioco is the Euro, the local currency in Italy. The financial statements
of Multigioco are translated into United States dollars in accordance with ASC 830, using year-end rates of exchange for assets
and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity.
Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are
included in determining other comprehensive income.



For the year ended December 31, 2015 the Company
recorded an income of $84,385 for foreign currency translation adjustment, compared to an income of $39,880 for foreign currency
translation adjustment for the year ended December 31, 2014.



Liquidity and Capital Resources



Assets



At December 31, 2015, we had a total of $3,652,210
in assets compared to $4,132,570 in assets at December 31, 2014.



Liabilities



At December 31, 2015, we had $2,280,344 in
current liabilities and $67,532 in long term liabilities, compared to current liabilities of $1,784,276 and long term liabilities
of $52,912 at December 31, 2014. The increase in current liabilities was a result of liabilities associated with acquisition of
additional gaming operations during 2015.



Working Capital



The Company had $157,363 in cash and cash equivalents
at December 31, 2015 compared to $422,276 cash and cash equivalents on December 31, 2014. As of December 31, 2015, we have not
generated revenues to cover our expenses, and we have total accumulated deficit of $9,294,845.



We had $2,280,344 in current liabilities and
$687,905 in current assets. We have a working capital deficit of $1,592,439.



The Company cannot assure that we will be able
to achieve a profitable level of operations sufficient to meet our ongoing cash needs. During the past several years, we generally
sustained recurring losses and negative cash flows from operations. We currently do not generate sufficient revenue from operations.
Our operations most recently have been funded through a combination of the sale of debentures, convertible and promissory notes
as well as through the issuance of our common stock. We are pursuing potential equity and/or debt investors and have engaged placement
agents to assist us in this initiative. While we are pursuing the opportunities and actions described above, there can be no assurance
that we will be successful in our efforts.



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 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. In addition, in March 2011, the Company obtained a bank loan held with Banca Veneto of $634,260, that was paid off in May
2015.



Although we intend to maintain our lending
relationships with Banca Veneto, we believe that our focus should be on obtaining additional capital through the private placement
and/or the sale of our registered securities. Any additional equity financing may result in substantial dilution to our stockholders.



Cash Flows from Operating Activities



Cash flows from operating activities resulted
in net cash used in operating activities of $506,890 for year ended December 31, 2015, compared to $610,434 of net cash used in
operating activities for the same period ended December 31, 2014.



Cash Flows from Investing Activities



The net cash used in investing activities for
the year ended December 31, 2015 was $233,677 compared to $2,213,439 of net cash used in investing activities for the period ended
December 31, 2014.



Cash Flows from Financing Activities



Net cash provided by financing activities for
the year ended December 31, 2015 was $489,523 compared to $3,253,229 of net cash provided by financing activities for the year
ended December 31, 2014.



Contractual Obligations



Current accounting standards require disclosure
of material obligations and commitments to make future payments under contracts, such as debt, lease agreements, and purchase obligations.
Please refer to Notes 5 to 15 of the Notes to the Consolidated Financial Statements for information related to debt obligations.



Off-Balance-Sheet Arrangements



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



Related-Party Transactions



Related party transactions consist of advances
from and repayments to stockholders.



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 |             
|Doriana Gianfelici               |  |              | 53,447  |             
|Total advances from stockholders |  | $            | 191,675 |             





During the year ended December 31, 2015, Gold
Street Capital Corp. ("Gold Street"), the major stockholder of the Company, 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 to pay $150,072 of the debt at the
market price of $1.04 per share.



Also, Doriana Gianfelici advanced $9,840 to
the Company during the year ended December 31, 2015. The amounts due to Gold Street 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 on the outstanding balance due in full with the principal amount on the maturity date of May 15, 2015
which was extended by mutual consent. On September 30, 2015, the Company issued 166,400 shares at the market price of $1.04 per
share to Braydon Capital Corp. to 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 on the outstanding balance
due in full with the principal amount 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.



Inflation



We do not believe that general price inflation
will have a material effect on the Company's business in the near future.



Foreign Exchange



Transactions involving the Company are generally
denominated in U.S. dollars while the functional currency of our subsidiary is the Euro. Changes and fluctuations in the foreign
exchange rate between the Euro and the U.S. dollar will have an effect on our results of operations.



Critical Accounting Policies and Estimates



Preparation of our consolidated financial statements
in accordance with U.S. generally accepted accounting principles ("GAAP") requires us to make estimates and assumptions
that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent
assets and liabilities. Significant accounting policies are fundamental to understanding our financial condition and results as
they require the use of estimates and assumptions which affect the financial statements and accompanying notes. See Note 3 - Summary
of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form
10- K for further information.



Critical accounting policies, which we discuss
further below, are those which are both most important to the portrayal of our financial condition and results, and require management
to make difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters
which are inherently uncertain. Estimates are based on historical experience, where applicable, and other assumptions that management
believes are reasonable under the circumstances. These estimates are inherently subject to judgment and actual results could differ
from those estimates.



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.



As of December 31, 2015 and December 31, 2014,
the earnings of the Company have yielded cumulative losses. The Company has elected to include interest and penalties related to
uncertain tax positions, if determined, as a component of income tax expense. To date, no penalties or interest has been accrued.



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.



Loss Contingencies



We may be subject to claims, suits, government
investigations, and other proceedings involving competition and antitrust, intellectual property, privacy, indirect taxes, labor
and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using
our website platforms, and other matters. Certain of these matters include speculative claims for substantial or indeterminate
amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred, and the amount
can be reasonably estimated. If we determine that a loss is possible and a range of the loss can be reasonably estimated, we disclose
the range of the possible loss in the Notes to the Consolidated Financial Statements.



We evaluate, on a monthly basis, developments
in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related ranges
of possible losses disclosed, and make adjustments and changes to our disclosures as appropriate. Significant judgment is required
to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution
of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should
any of our estimates and assumptions change or prove to have been incorrect, it could have a material impact on our business, consolidated
financial position, results of operations, or cash flows.



Business Combinations



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



Goodwill



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



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.



Investment 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 Banca Veneto 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.



Recently Issued Accounting Pronouncements



See Note 3 - Summary of Significant Accounting
Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for information regarding
recently issued accounting standards.



Events Subsequent to the Balance Sheet Date



See Note 20 "Subsequent Events" of
Notes to the Consolidated Financial Statements.



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



The Company is a smaller reporting company
as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item









ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



EMPIRE GLOBAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2015 and 2014



CONTENTS





|Report of Independent Registered Public Accounting Firm                 | F-1       
|----------------------------------------------------------------------- | ----------
|Consolidated Balance Sheets                                             | F-2       
|Consolidated Statements of Comprehensive Loss                           | F-3       
|Consolidated Statements of Changes in Stockholders' Equity (Deficiency) | F-4       
|Consolidated Statements of Cash Flows                                   | F-5       
|Notes to Consolidated Financial Statements                              | F-6 - F-XX













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and Stockholders
of

Empire Global Corp

Toronto, Ontario, Canada



We have audited the accompanying consolidated
balance sheets of Empire Global Corp and subsidiaries (the "Company") as of December 31, 2015 and 2014 and the related
consolidated statements of comprehensive loss, stockholders' equity (deficiency), and cash flows for the years then ended. The
Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. Our audits of the consolidated financial statements include examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,
2015 and 2014 and the results of their operations and cash flows for each of the years then ended in conformity with accounting
principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As shown in Note 2 to the accompanying consolidated financial
statements, 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 circumstances, among others, raise substantial
doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in
Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Paritz & Company, P.A



Hackensack, New Jersey



April 14, 2016









F-1

---











EMPIRE GLOBAL CORP.

Consolidated Balance Sheets









|                                                                                                                           |  | December 31 , |             | December 31,
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | ------------
|                                                                                                                           |  | 2015          |             | 2014        
|                                                                                                                           |  |               |             |             
|ASSETS                                                                                                                    
|                                                                                                                           |  |               |             |             
|Current Assets                                                                                                             |  |               |             |             
|Cash and cash equivalents                                                                                                  |  | $             | 157,363     |             
|Deposits on acquisitions                                                                                                   |  |               | —           |             
|Gaming account receivable, net of allowance for doubtful accounts                                                          |  | 178,151       |             |             
|Prepaid expenses                                                                                                           |  |               | 315,666     |             
|Due from affiliates                                                                                                        |  |               | —           |             
|Investment in corporate bonds                                                                                              |  |               | —           |             
|Other current assets                                                                                                       |  |               | 36,725      |             
|Total Current Assets                                                                                                       |  |               | 687,905     |             
|Noncurrent Assets                                                                                                          |  |               |             |             
|Restricted Cash                                                                                                            |  |               | 232,013     |             
|Property, plant and equipment                                                                                              |  |               | 88,705      |             
|Intangible assets                                                                                                          |  |               | 2,376,540   |             
|Goodwill                                                                                                                   |  |               | 260,318     |             
|Investment in non-consolidated entities                                                                                    |  |               | 6,729       |             
|Total Noncurrent Assets                                                                                                    |  |               | 2,964,305   |             
|                                                                                                                           |  |               |             |             
|Total Assets                                                                                                               |  | $             | $ 3,652,210 |             
|                                                                                                                           |  |               |             |             
|                                                                                                                           |  |               |             |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                      
|                                                                                                                           |  |               |             |             
|Current Liabilities                                                                                                        |  |               |             |             
|Line of credit - Bank                                                                                                      |  | $             | 312,483     |             
|Accounts payable and accrued liabilities                                                                                   |  |               | 571,501     |             
|Gaming accounts balances                                                                                                   |  |               | 274,942     |             
|Taxes payable                                                                                                              |  |               | 165,166     |             
|Bank loan payable                                                                                                          |  |               | —           |             
|Advances from stockholders                                                                                                 |  |               | 191,675     |             
|Liability in connection with acquisition-Advances from Newgioco                                                            |  |               | 327,536     |             
|Debenture, net of discount                                                                                                 |  |               | 112,848     |             
|Derivative liability                                                                                                       |  |               | 28,375      |             
|Promissory note payable                                                                                                    |  |               | 294,368     |             
|Other current liabilities                                                                                                  |  |               | 1,450       |             
|Total Current Liabilities                                                                                                  |  |               | 2,280,344   |             
|                                                                                                                           |  |               |             |             
|Long term liabilities                                                                                                      |  |               | 67,532      |             
|Total Liabilities                                                                                                          |  |               | 2,347,876   |             
|                                                                                                                           |  |               |             |             
|                                                                                                                           |  |               |             |             
|                                                                                                                           |  |               |             |             
|Stockholders' Deficiency                                                                                                   |  |               |             |             
|Common Stock, $0.0001 par value, 80,000,000 shares
    authorized; 24,126,088 and 20,675,800 shares issued and outstanding |  |               | 2,413       |             
|Additional - paid in capital                                                                                               |  |               | 10,472,501  |             
|Accumulated other comprehensive income                                                                                     |  |               | 124,265     |             
|Accumulated deficit                                                                                                        |  |               | (9,294,845  | )           
|Total Stockholders' Equity                                                                                                 |  |               | 1,304,334   |             
|                                                                                                                           |  |               |             |             
|Total Liabilities and Stockholders’ Equity                                                                                 |  | $             | 3,652,210   |             













See notes to consolidated financial statements

F-2

---















EMPIRE GLOBAL CORP.

Consolidated Statements of Comprehensive Loss





|                                                                       | Years ended December 31,
|---------------------------------------------------------------------- | ------------------------
|                                                                       |                         
|Revenue                                                                |                         
|                                                                       |                         
|Costs and expenses                                                     |                         
|Selling expenses                                                       |                         
|General and administrative expenses                                    |                         
|Total Costs and Expenses                                               |                         
|                                                                       |                         
|Loss from operations                                                   |                         
|Other Expenses (Income)                                                |                         
|Interest expense, net of interest income                               |                         
|Changes in fair value of                                               |                         
|derivative liabilities                                                 |                         
|Imputed interest on                                                    |                         
|related party advances                                                 |                         
|Allowance for deposit on acquisition                                   |                         
|Impairment on investment                                               |                         
|Total Other Expenses                                                   |                         
|                                                                       |                         
|                                                                       |                         
|Loss before income taxes                                               |                         
|                                                                       |                         
|Income taxes                                                           |                         
|                                                                       |                         
|Net loss                                                               |                         
|                                                                       |                         
|Other Comprehensive Income                                             |                         
|Foreign currency translation adjustment                                |                         
|                                                                       |                         
|Comprehensive loss                                                     |                         
|                                                                       |                         
|                                                                       |                         
|Basic and fully diluted loss from operations                           |                         
|Weighted average number of common shares outstanding Basic and diluted |                         





See notes to consolidated financial statements

F-3

---









EMPIRE GLOBAL CORP.

Consolidated Statements of Changes in Stockholders'
Equity (Deficiency)





|                                         |  | Common Stock |            | Additional Paid-In |        | Accumulated Other Comprehensive |         | Accumulated |        |      
|---------------------------------------- |  | ------------ | ---------- | ------------------ | ------ | ------------------------------- | ------- | ----------- | ------ | -----
|                                         |  |              | Shares     |                    | Amount |                                 | Capital |             | Income |      
|                                         |  |              |            |                    |        |                                 |         |             |        |      
|Balance at December 31, 2013             |  |              | 18,675,800 |                    |        | $                               | 1,868   |             |        | $    
|                                         |  |              |            |                    |        |                                 |         |             |        |      
|Shares issued for acquisition            |  |              | 1,020,000  |                    |        |                                 | 102     |             |        |      
|Shares issued for repayment of debt      |  |              | 357,150    |                    |        |                                 | 36      |             |        |      
|Shares issued for services               |  |              | 542,850    |                    |        |                                 | 54      |             |        |      
|Shares issued for cash                   |  |              | 2,669,000  |                    |        |                                 | 267     |             |        |      
|Imputed interest on stock advances       |  |              |            |                    |        |                                 |         |             |        |      
|Foreign currency translation adjustment  |  |              |            |                    |        |                                 |         |             |        |      
|Net Loss                                 |  |              |            |                    |        |                                 |         |             |        |      
|                                         |  |              |            |                    |        |                                 |         |             |        |      
|Balance at December 31, 2014             |  |              | 23,264,800 |                    |        |                                 | 2,327   |             |        |      
|                                         |  |              |            |                    |        |                                 |         |             |        |      
|Shares issued for repayment of debt      |  |              | 332,350    |                    |        |                                 | 33      |             |        |      
|Shares issued for services               |  |              | 311,500    |                    |        |                                 | 31      |             |        |      
|Shares issued for warrants exercised     |  |              | 62,438     |                    |        |                                 | 6       |             |        |      
|Common stock sold for cash               |  |              | 155,000    |                    |        |                                 | 16      |             |        |      
|Imputed Interest on stockholder advances |  |              |            |                    |        |                                 |         |             |        | 5,272
|Beneficial conversion value of debt      |  |              |            |                    |        |                                 |         |             |        |      
|Foreign currency translation adjustment  |  |              |            |                    |        |                                 |         |             |        |      
|Net loss                                 |  |              |            |                    |        |                                 | —       |             |        |      
|                                         |  |              |            |                    |        |                                 |         |             |        |      
|Balance at December 31, 2015             |  |              | 24,126,088 |                    |        | $                               | 2,413   |             |        | $    









See notes to consolidated financial statements

F-4

---

















Empire Global Corp.

Statement of Cash Flows









|                                                                            |  | Years ended December 31,
|--------------------------------------------------------------------------- |  | ------------------------
|                                                                            |  | 2015                    
|Cash Flows from Operating Activities                                        |  |                         
|Net loss                                                                    |  | $                       
|                                                                            |  |                         
|Adjustments to reconcile net loss to net cash used in operating activities  |  |                         
|Depreciation and amortization                                               |  |                         
|Amortization of deferred costs                                              |  |                         
|Non-cash interest                                                           |  |                         
|Imputed interest                                                            |  |                         
|Changes in fair value of derivative liabilities                             |  |                         
|Non-cash commission and legal fees related to debenture                     |  |                         
|Loss on disposal of intangible assets                                       |  |                         
|Impairment of assets                                                        |  |                         
|Amortization of expenses paid in stock                                      |  |                         
|Bad debt                                                                    |  |                         
|                                                                            |  |                         
|Changes in operating assets and liabilities                                 |  |                         
|Prepaid expenses                                                            |  |                         
|Accounts payable and accrued liabilities                                    |  |                         
|Gaming accounts receivable                                                  |  |                         
|Gaming account liabilities                                                  |  |                         
|Taxes payable                                                               |  |                         
|Other current assets                                                        |  |                         
|Due from affiliates                                                         |  |                         
|Other current liabilities                                                   |  |                         
|Long term liability                                                         |  |                         
|Net cash used in operating activities                                       |  |                         
|                                                                            |  |                         
|Cash Flows from Investing Activities                                        |  |                         
|Acquisition of property, plant and equipment                                |  |                         
|Acquisition of intangible assets                                            |  |                         
|Cash acquired on acquisition                                                |  |                         
|Cash paid for acquisition                                                   |  |                         
|Proceeds from matured corporate bond                                        |  |                         
|Increase in restricted cash                                                 |  |                         
|Deposit on acquisitions                                                     |  |                         
|Investment in non-consolidated entities                                     |  |                         
|Net cash used in investing activities                                       |  |                         
|                                                                            |  |                         
|Cash Flows from Financing Activities                                        |  |                         
|Proceeds (repayment) of bank credit line, net                               |  |                         
|Repayment to bank loan                                                      |  |                         
|Proceeds from debenture and convertible notes issued,
    net of commission |  |                         
|Proceeds from promissory notes                                              |  |                         
|Repayment of promissory notes                                               |  |                         
|Repayment of convertible notes  and debenture                               |  |                         
|Proceeds from issuance of common stock                                      |  |                         
|Advances from stockholders, net of repayment                                |  |                         
|Net cash provided by financing activities                                   |  |                         
|                                                                            |  |                         
|Effect of change in exchange rate                                           |  |                         
|                                                                            |  |                         
|Net increase in cash                                                        |  |                         
|Cash - beginning of year                                                    |  |                         
|Cash - end of year                                                          |  | $                       
|                                                                            |  |                         
|Supplemental disclosure of cash flow information:                           |  |                         
|Cash paid during the year for:                                              |  |                         
|Interest                                                                    |  | $                       
|Income Taxes                                                                |  | $                       
|Supplemental cash flow disclosure for non-cash activities:                  |  |                         
|Common shares issued to related parties for repayment of debt               |  |                         
|Common shares issued for repayment of debt                                  |  |                         
|Common shares issued for cashless exercise of warrants                      |  |                         
|Common shares issued for acquisition of a subsidiary                        |  |                         



See notes to consolidated financial statements

F-5









Notes to Consolidated Financial Statements



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)





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.





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  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    |  | $
|Change in fair value recognized in operations     |  |  
|Balance at December 31, 2014                      |  |  
|Issued during the year ended December 31, 2015    |  |  
|Exercised during the year ended December 31, 2015 |  |  
|Change in fair value recognized in operations     |  |  
|Balance at December 31, 2015                      |  | $







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.







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    |  |  |            
|Investment                                     |  |   | 442,376   |  |  |            
|                                               |  |   |           |  |  |            
|Identifiable intangible assets                 |  |   |           |  |  |            
|Trademarks / names:                            |  |   | 110,000   |  |  |            
|Websites:                                      |  |   | 40,000    |  |  |            
|AAMS license:                                  |  |   | 490,000   |  |  |            
|Location contracts:                            |  |   | 1.000,000 |  |  |            
|Customer relationships:                        |  |   | 440,000   |  |  |            
|Total identifiable intangible assets           |  |   |           |  |  | $          
|                                               |  |   |           |  |  |            
|Liabilities assumed                            |  |   |           |  |  |            
|Net                                            |  |   |           |  |  | $          
|                                               |  |   |           |  |  |            
|Total identifiable assets less net liabilities |  |   |           |  |  | $          
|                                               |  |   |           |  |  |            
|Goodwill                                       |  |   |           |  |  |            
|Total purchase price                           |  |   |           |  |  | $          









(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            |  |  |         |  |  | $          
|                                               |  |  |         |  |  |            
|Identifiable intangible assets                 |  |  |         |  |  |            
|Bersani license:                               |  |  | 36,519  |  |  |            
|Monti license:                                 |  |  | 36,519  |  |  |            
|Corner concession rights:                      |  |  | 57,381  |  |  |            
|Agency concession rights:                      |  |  | 226,327 |  |  |            
|Customer relationships:                        |  |  | 346,931 |  |  |            
|Total identifiable intangible assets           |  |  |         |  |  |            
|                                               |  |  |         |  |  |            
|Net Liabilities assumed                        |  |  |         |  |  |            
|                                               |  |  |         |  |  |            
|Total identifiable assets less net liabilities |  |  |         |  |  |            
|                                               |  |  |         |  |  |            
|Goodwill                                       |  |  |         |  |  |            
|Total purchase price                           |  |  |         |  |  | $          





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                 |  |  | $           
|Costs and expenses      |  |  |             
|Other income (expenses) |  |  |             
|Income tax              |  |  |             
|Net income (loss)       |  |  | $           





5. Deposits on Acquisitions



Deposits on acquisitions includes the following:





|                                         |  | December 31, |          | December 31,
|---------------------------------------- |  | ------------ | -------- | ------------
|                                         |  | 2015         |          | 2014        
|                                         |  |              |          |             
|Acquisition of Rifa Srl.                 |  | $            | —        |             
|Acquisition of Streamlogue Holdings Ltd. |  |              | 750,929  |             
|                                         |  |              | 750,929  |             
|Less allowance for doubtful account      |  |              | (750,929 | )           
|                                         |  | $            | —        |             







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,
 2015 and 2014.







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  |             
|Banca Veneto                                  |  |              | 6,729    |             
|                                              |  |              | 882,188  |             
|Less impairment                               |  |              | (875,459 | )           
|Total investment in non-consolidated entities |  | $            | 6,729    |             









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.







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.





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.





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.





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.







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 |             
|Doriana Gianfelici               |  |              | 53,447  |             
|Total advances from stockholders |  | $            | 191,675 |             







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 on the outstanding balance due in full with the principal amount on the Maturity Date of May 15, 2015 which
was extended by mutual consent. On September 30, 2015 the Company issued 166,400 shares at the market price of $1.04 per share
to Braydon Capital Corp. to 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 on the outstanding balance due in full
with the principal amount 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.





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.





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 of accounts payable 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.





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) |  |                   | —       |                  
|                                 |  | $                 | 112,848 |                  



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.





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 |             
|                      |  | $            | 294,368 |             
|                      |  |              |         |             





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 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 11  for information regarding
the promissory note obtained from Braydon Capital Corp.



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      |  | $         
|December 17, 2014 |  | $         
|April 2, 2015     |  | $         
|April 27, 2015    |  | $         
|June 18, 2015     |  | $         





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 | %        |  |           
|December 17, 2014 |  | $            | 1.50 |              |  | $          | 0.60 |      |  |          | 580 | %        |  |           
|April 2, 2015     |  | $            | 1.25 |              |  | $          | 0.90 |      |  |          | 392 | %        |  |           
|April 27, 2015    |  | $            | 1.25 |              |  | $          | 1.10 |      |  |          | 392 | %        |  |           
|June 18, 2015     |  | $            | 1.00 |              |  | $          | 0.80 |      |  |          | 392 | %        |  |           





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 |                  |  | $       
|Exercised                        |  |         | —      |                  |  |         
|Expired                          |  |         | —      |                  |  |         
|Outstanding at January 1, 2015   |  |         | 22,000 |                  |  | $       
|Issued                           |  |         | 66,200 |                  |  | $       
|Exercised                        |  |         | 57,500 |                  |  | $       
|Expired                          |  |         | —      |                  |  |         
|Outstanding at December 31, 2015 |  |         | 30,700 |                  |  | $       
|Exercisable at December 31, 2015 |  |         | 30,700 |                  |  | $       





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          | %





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 |             
|Turnover land-based      |  |              | 4,685,660  |             
|Total Turnover           |  | $            | 77,357,513 |             
|                         |  |              |            |             
|Winnings/Payouts         |  |              |            |             
|Winnings web-based       |  |              | 67,722,378 |             
|Winnings land-based      |  |              | 3,758,216  |             
|Total Winnings/payouts   |  |              | 71,480,594 |             
|                         |  |              |            |             
|Gross Gaming Revenues    |  | $            | 5,876,919  |             
|                         |  |              |            |             
|Less: ADM Gaming Taxes   |  |              | 1,169,322  |             
|Net Gaming Revenues      |  | $            | 4,707,597  |             
|Add: Commission Revenues |  |              | 165,305    |             
|Total Revenues           |  | $            | 4,872,902  |             
|                         |  |              |            |             





Turnover represents the total of bets processed
for the period.





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.







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       
|                                           |  |            
|U.S. Statutory rate                        |  | $          
|Tax rate difference between Italy and U.S. |  |            
|Change in Valuation Allowance              |  |            
|Permanent difference                       |  |            
|Effective tax rate                         |  | $          









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        
|                                |  |             
|Net loss carryforward  Foreign |  | $           
|Net loss carryforward  US      |  |             
|                                |  |             
|Less valuation allowance        |  |             
|Deferred tax assets             |  | $           





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. As a result, as of the termination date, the note is no longer outstanding and interest ceased to accrue.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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).
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------











---











Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure



None.



Item 9A. Controls and Procedures



Annual Evaluation of Disclosure Controls



We have adopted and maintain disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), that are designed to ensure that information required to be disclosed in our reports under the
Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms
and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive
Officer) and Chief Financial Officer (Principal Financial Officer), who are the same person, to allow for timely decisions regarding
required disclosure.



As required by SEC Rule 15d-15(b), our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based
on the foregoing evaluation, our CEO and CFO concluded that due to our limited resources our disclosure controls and procedures
are not effective in providing material information required to be included in our periodic SEC filings on a timely basis and to
ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management,
including our CEO and CFO, to allow timely decisions regarding required disclosure about our internal control over financial reporting
discussed below.



Management's Annual Report on Internal Control
Over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting for our company. Our internal control system was designed to,
in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published
financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2015. The framework used by management in making that assessment
was the criteria set forth in the document entitled "Internal Control - Integrated Framework" issued by the Committee
of Sponsoring Organizations (COSO) of the Treadway Commission. Based on that assessment, our management has determined that as
of December 31, 2015, our internal control over financial reporting was not effective due to material weaknesses resulting from
our limited resources.



This annual report does not include an attestation
report of the Company's registered accounting firm regarding internal control over financial reporting. Management's report was
not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission.



Changes in Internal Control Over Financial
Reporting



There were no changes to our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year covered
by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



Item 9B. Other Information



None.







PART III



Item 10. Directors, Executive Officers, and
Corporate Governance



All directors of our company hold office until
the next annual meeting of the stockholders or until their successors have been elected and qualified or have resigned. The officers
of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.



Our current directors and executive officers,
their ages, positions held, and duration as such, as of the date of this report is as follows:







|Name                 |  | Age |  | Position |                              | Date First Elected |  |                  
|-------------------- |  | --- |  | -------- | ---------------------------- | ------------------ |  | -----------------
|                     |  |     |  |          |                              |                    | 
|Michele Ciavarella   |  | 53  |  |          | Chairman, Director           |                    |  | June 6, 2011     
|                     |  |     |  |          | Chief Executive Officer      |                    |  |                  
|                     |  |     |  |          | Principal Financial Officer  |                    |  |                  
|                     |  |     |  |          |                              |                    |  |                  
|Alessandro Marcelli  |  | 46  |  |          | Director                     |                    |  | Feb. 23, 2015    
|                     |  |     |  |          | President                    |                    |  |                  
|                     |  |     |  |          |                              |                    |  |                  
|Beniamino Gianfelici |  | 62  |  |          | Director                     |                    |  | August 8, 2015   
|                     |  |     |  |          | VP Legal Affairs             |                    |  |                  
|                     |  |     |  |          |                              |                    |  |                  
|Graham Martin        |  | 60  |  |          | Director                     |                    |  | November 20, 2015
|                     |  |     |  |          | VP International Development |                    |  |                  





Identity of Significant Employees



Our Chief Executive Officer, Michele Ciavarella,
provides a key managerial role and performs duties related to our regulatory filing requirements and corporate oversight and guidance.



Alessandro Marcelli is expected to perform
a key role with the development of our gaming business in Italy. Both Mr. Ciavarella and Mr. Marcelli are expected to make a significant
contribution to the business.



Family Relationships



Alessandro Marcelli is the son-in-law of Beniamino
Gianfelici and spouse of Doriana Gianfelici, the founders of Multigioco. On February 23, 2015, the Company appointed Mr. Marcelli
as our President.



Executive Resumes



Michele Ciavarella has served in various roles
and executive capacities since 2004 and was appointed as our Chairman and CEO in 2011. From 2004 to 2011 Mr. Ciavarella was engaged
in senior executive and director roles for a variety of private and publically listed companies as well as business development
officer for a family business in the commercial retail fixture industry. From 1990 to 2004, Mr. Ciavarella served as a senior executive,
financial planner and life insurance underwriter with Dagmar Insurance Services and financial advisor with Manulife Financial.
Mr. Ciavarella graduated from Laurentian University with a Bachelor of Science degree in Liberal Sciences with studies in mining
engineering.



Mr. Ciavarella has over 25 years of executive,
c-level and senior board level experience along with practical and lean business process management skill.



Alessandro Marcelli serves as our President
and brings 20 years of professional experience in the technology industry having a broad range of applicable cross border experience
including a key role as Project Manager of Software with NATO in 1996 working within the Turkish Army. He was employed with Vodafone
Group PLC from 1997 through 2010 as manager of the operational and maintenance center for central and south Italy operations.



Mr. Marcelli has extensive experience in communications,
team building as well as management skills in fast changing environments. Since 2007, Mr. Marcelli has been the COO and Managing
Director of Multigioco and has been instrumental in its growth, expanding the Newgioco/Multigioco brand to over EUR 80 Million
in gross annual gaming turnover during his tenure.



Mr. Beniamino (Benji) Gianfelici is the founder
and director Newgioco and serves as our director and Vice President of Legal Affairs. Prior to establishing Newgioco in the gaming
business in 1996, Mr. Gianfelici, formed and operated a major construction enterprise which designed, engineered and constructed
a number of prominent buildings in Rome, Italy. He brings over 35 years of experience in gaming operations in Italy along with
a wealth of business associations in the broader industry. In addition, Mr. Gianfelici brings to the Company relationships in several
key centers around Italy.



Graham Martin serves as our director and VP
of International Development He is a third generation retail bookmaker and widely recognized expert in the online gaming industry.
Mr. Martin brings over three decades of experience and knowledge to our board and management team. His responsibility is to attract
human and financial capital to foster consolidation synergies for Empire in regulated gaming jurisdictions within which he is well
versed and respected. Previously, Mr. Martin served as Chairman of Probability Games Corporation and AIM listed company from August
2006 and in 2011, founded and owned Scotbet International Limited, the largest Scottish retail bookmaking company and currently
serves as a director to gaming specialist firms Cardinal House Group Pty Ltd in Australia and Catalyst Gaming Corporation Limited
based in Hong Kong, as well as a number of gaming companies with a presence in European countries, Asia, and North America.



Involvement in Certain Legal Proceedings



No bankruptcy petition has been filed by or
against any business of which any director was a general partner or executive officer either at the time of the bankruptcy or within
two years prior to that time.



No current director has been convicted in a
criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations and other minor offences).



No current director has been subject to any
order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking
activities, with the exception of the specific temporary restrictions limited to Canada mutually agreed to between Mr. Ciavarella
and the Ontario Securities Commission.



No director has been found by a court of competent
jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.



Compliance with Section 16(a) of the Exchange
Act



Based solely on a review of Forms 4 and 5 furnished
to the Company and filed with the Securities and Exchange Commission under Rule 16a-3 (e) promulgated under the Securities Exchange
Act of 1934, which the exception of Braydon Capital Corp. and Gold Street Capital Corp., the Company believes that all directors,
officers and beneficial owners of more than 10% of any class of equity securities filed on a timely basis the reports required
by Section 16(a) of the Exchange Act during the most recent fiscal year.



Nomination Procedure for Directors



The Company has adopted a nominee committee
charter; however, due to our limited operations, the Company does not have a standing nominating committee. Recommendations for
candidates to stand for election as directors are made by the board of directors.



Identification of Audit Committee



The Company does not have an audit committee
or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current
members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The
Company has not yet employed an audit committee financial expert on its Board. The Company has no independent directors.



Although we are not legally required to have
an audit committee, the Company intends to establish an audit committee of the board of directors, which will consist of independent
directors. The audit committee's duties will be to recommend to the Company's board of directors the engagement of an independent
registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing
principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations
performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve
the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who
are, in the opinion of the Company's board of directors, free from any relationship which would interfere with the exercise of
independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting
principles.



Code of Ethics



On August 31, 2015, our board of directors
adopted an amendment to the Company's Code of Business Conduct. The Company first adopted a Code of Ethics on December 31, 2005
and was filed as an exhibit to our Annual Report on Form 10-K on April 18, 2006. The August 31, 2015 amendment updates of the Code
of Business Conduct in its entirety and adds a Whistleblower Policy and a Political Contribution Policy section that were not previously
included. The amendment also expands on the Company's other Code of Business Conduct sections such as the confidentiality and compliance
with laws, rules and regulations sections.



In addition to amending the Company's Code
of Business Conduct, the Company also adopted Corporate Governance Guidelines to assist the Board in fulfilling its oversight responsibilities
in reviewing financial information, systems of internal control, and the Company's audit and financial reporting processes.



Copies of the Corporate Governance guidelines
and amended Code of Business Conduct are available on the Company's website www.emglcorp.com, under "Investor Relations"
and are incorporated by reference to this Form 10-K. The Company will provide a copy of the Code of Business Conduct to any person
without charge, upon request. Requests can be sent to: Empire Global Corp., 671 Westburne Dr., Concord, Ontario, L4K 4Z1, Canada,
Attention: CEO.



Item 11. Executive Compensation



The following table sets out compensation and
awards paid to our officers and directors during the past two years.



SUMMARY COMPENSATION TABLE



Non-equity	Nonqualified

Name and			Stock	Option	Incentive
Plan	Deferred	All Other	Total

principal	Salary	Bonus	Award(s)	Award(s)	Compensation	Compensation	Compensation	Compensation

position	Year	($)	($)	($)	($)	($)	($)	($)	($)

------------------------------------------------------------------------------------------------------------------------------------------------------------------

Michele Ciavarella, CEO, CFO

Chairman

2015	120,000	0	0	0	0	0	0	120,000

2014	90,000	0	0	0	0	0	0	90,000



Alessandro Marcelli, President

Director

2015	42,900	0	0	0	0	0	0	42,900

2014	42,900	0	0	0	0	0	0	42,900



Beniamino Gianfelici, VP Legal Affairs

Director

2015	0	0	0	0	0	0	0	0



Graham Martin, VP Business Development

Director

2015	0	0	0	0	0	0	0	0



There are no current employment agreements
between the Company and its executive officers and directors. Our directors and officers submit invoices for services provided
to the Company for business development. The directors and officers have agreed to receive shares of common stock in lieu of cash
until such time as the Company receives sufficient revenues necessary to provide proper salaries to all officers and compensation
for directors' participation. At this time, management cannot accurately estimate when sufficient revenues will occur to implement
this compensation, or the exact amount of compensation.



There are no annuities, pensions or retirement
benefits proposed to be paid to officers, directors or employees of the Company in the event of retirement at a normal retirement
date pursuant to any presently existing plan provided or contributed to by the corporation.



Compensation of Directors



Currently, there are no arrangements between
the Company and any of its directors or between any of the subsidiaries and any of its directors whereby such directors are compensated
for any services provided as directors. No payments have been made to our directors for their services as directors that have not
been previously reported by the Company.



Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS



The tables below set forth, as of March 31.
2016, the beneficial ownership of the Company's Common Stock (i) by any person or group known by the Company to beneficially own
more than 5% of the outstanding Common Stock, (ii) by each Director and executive officer and (iii) by all Directors and executive
officers as a group. Unless otherwise indicated, the Company believes that the beneficial owners of the shares have sole voting
and investment power over such shares. The address of all individuals for whom an address is not otherwise indicated is 671 Westburne
Dr., Concord, Ontario L4K 4Z1, Canada.



Name and Address

Title of Class	of Beneficial Owner	Amount	Percent
of Class

----------------	-----------------------------	-----------	--------------------



Common	Gold Street Capital Corp.

155 Mary Street, Zephyr House

Georgetown, Grand Cayman	17,651,020	73.1%



Common	Alessandro Marcelli

Roma, Via Tuscolana, 72	1,000,000	4.1%



Common	Mississaugas of the New Credit

First Nation

2789 Mississauga Road RR#6

Hagersville, Ontario	2,669,000	11.1%





Gold Street Capital Corp is a company owned
by Gilda Ciavarella, the spouse of our Chairman and CEO, Michele Ciavarella. Michele Ciavarella disclaims any beneficial ownership
over the shares of the Company held by Gold Street Capital Corp.



The Mississaugas of the New Credit First Nation
is an autonomous First Nation situated in Ontario, Canada governed by a Chief and Counsel Board with approximately 2,324 total
registered community and extra-community citizens. Additional information about the Mississaugas of the New Credit First Nation
is available at http://www.newcreditfirstnation.com/



SECURITY OWNERSHIP OF MANAGEMENT



Name and Address

Title of Class	of Beneficial Owner	Amount	Percent
of Class

----------------	-----------------------------	-----------	--------------------

Common	Michele Ciavarella

Chairman, CEO, COO, CFO

671 Westburne Dr.

Concord, Ontario, L4K 4Z1	0	0%



Common	Alessandro Marcelli

President

Roma, Via Tuscolana, 72	1,000,000	4.14%



Common	Beniamino Gianfelici

Director, VP

Roma, Via Mario Chiri 3	0	0%



Common	Graham Martin

Director, VP

London, Piccadilly	0	0%



Common	Total shares owned by officers

and directors of the Company

as a group. All directors and executive

officers (4 persons)	1,000,000	4.14%



The above tables are based upon information
derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws
where applicable, the Company believes that each of the shareholders named in this table has sole or shared voting and investment
power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 24,140,973 shares of common
stock outstanding as of March 31, 2016



CHANGES IN CONTROL



None



Item 13. Certain Relationships and Related
Party Transactions, Director Independence



In the last 2 years, there have been no transactions
or proposed transactions in which the Company was or was to be a party where directors or executive officers, nominees for election
as a director and members of the immediate family of such persons were involved.



The Company has no parent company and was not
involved in any transactions or agreements with any promoters in the last five years.



No director, executive officer, security holder,
or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest
in any transaction or currently proposed transaction, which the Company was or is to be a participant that exceeded the lesser
of (1) $120,000 or (2) one percent of the average of our total assets at year-end for the last two completed fiscal years, except
for the following:



Please see Note 11 of Part II, Item 8 of this
Annual Report on Form 10-K for additional information regarding related party transactions.



Please see Note 12 of Part II, Item 8 of this
Annual Report on Form 10-K for additional information regarding amounts due from affiliates.



Promoters and control persons



During the past fiscal year, Michele Ciavarella
has been a promoter of the Company’s business, however Mr. Ciavarella has not received anything of value from the Company
or its subsidiaries nor is any person entitled to receive anything of value from the Company or its subsidiaries for services provided
as a promoter of the business of the Company and its subsidiaries.



Director independence



Pursuant to Item 407(a)(1)(ii) of Regulation
S-K of the Securities Act, the Company has adopted the definition of "independent director" as set forth in Rule 5605
of the NASDAQ stock market. In summary, an "independent director" means a person other than an executive officer or employee
of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of our board of directors,
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any
director who accepted any compensation from the Company in excess of $200,000 during any period of 12 consecutive months within
the three past fiscal years. Also, ownership of Empire's stock will not preclude a director from being independent.



In applying this definition, our board of directors
has determined that no director qualifies as an "independent director" pursuant to Rule 5605 of the NASDAQ stock market.



Item 14. Principal Accountant Fees and Services



AUDIT FEES



Audit fees are for professional services for
the audit of our annual financial statements, and for the review of the financial statements included in our filing on form 10-K
and for services that are normally provided in connection with statutory and regulatory filings or engagements. The Company incurred
audit fees of approximately $48,000 and $35,000 to Paritz and Co. PA in connection to audits for the years ended December 31, 2015
and 2014, respectively.



AUDIT RELATED FEES



Audit related fees are funds paid for the assurance
and related services reasonably related to the performance of the audit or the review of our financial statements. We paid no audit
related fees during 2015 and 2014.



TAX FEES



Tax fees are those funds paid for professional
services with respect to tax compliance, tax advice, and tax planning. We paid no professional tax fees during 2015 and 2014 other
than those previously disclosed.



ALL OTHER FEES



All other fees are those fees paid for permissible
work that does not fall within any of the three other fees categories set forth above. No other fees were paid during 2015 and
2014.



PRE-APPROVED POLICY FOR AUDIT AND NON-AUDIT
SERVICES



Our policy is to pre-approve all audit and
permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related
services, tax services and other services. Under our audit committee policy, pre-approval is generally provided for particular
services or categories of services, including planned services, project based services and routine consultations. In addition,
the audit committee may also pre-approve particular services on a case-by-case basis. All of the services rendered to us in the
past two fiscal years by Paritz and Co. PA were pre-approved by our Board of Directors.



Item 15. Exhibits and Financial Statement Schedules



EXHIBITS



The exhibits required by Item 601 of Regulation
S-K listed on the Exhibit Index are included herein.



All Exhibits required to be filed with the
Form 10-K are included in this annual report or incorporated by reference to our previous filings with the SEC, which can be found
in their entirety at the SEC website at www.sec.gov under SEC File Number 000-50045.



Exhibit	Description	Status

-------	--------------	-------



The Company’s Code of Business Conduct and related
documents are Conduct filed as an exhibit to the Company’s Form 8-K filed on September 04, 2015, and incorporated herein
by reference.



14.1	Code of Business	Filed

99.1	Board Mandate	Filed

99.2	Individual Director Mandate	Filed

99.3	Audit Committee Charter	Filed

99.4	Audit Committee Chair Position	Filed

99.5	Compensation Committee Charter	Filed

99.6	Compensation Committee Chair Position	Filed

99.7	Corporate Governance & Nominating Committee
Charter	Filed

99.8	Corporate Governance & Nominating Committee
Chair Position	Filed

99.9	Chairman of the Board Position	Filed

99.10	President & CEO Position	Filed

99.11	Policy for the Prevention of Money Laundering	Filed

99.13	Improper Payments Policy	Filed

99.14	Respectful Workplace Policy	Filed

99.15	Disclosure Policy	Filed

99.16	Insider Trading Policy	Filed

99.17	Business Practices Policy	Filed

99.18	Responsible Gaming Policy	Filed



31	Certification of Principal Executive Officer and

Principal Financial Officer required
under Rule 13a-14(a)

or Rule 15d-14(a) of the Securities and Exchange
Act of 1934, as amended.	Included



32	Certification of Principal Executive Officer and
Principal Financial Officer

pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002.	Included





SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



EMPIRE GLOBAL CORP.



By: /s/ Michele Ciavarella	Date: April 14,
2016.

---------------------------

Michele Ciavarella

Chairman of the Board, Chief Executive Officer

and Principal Financial Officer





Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



Name	Title	Date

----------------------------------	---------------------------------------	------------------



By: /s/ Michele Ciavarella	Chief Executive
Officer	April 14, 2016

---------------------------

Michele Ciavarella



By: /s/ Alessandro Marcelli	President	April
14, 2016

---------------------------

Alessandro Marcelli



By: /s/ Beniamino Gianfelici	VP Legal Affairs	April
14, 2016

---------------------------

Beniamino Gianfelici



By: /s/ Graham Martin	VP International Development	April
14, 2016

---------------------------

Graham Martin