Elys Game Technology, Corp. - FORM 10-K/A

Attached files

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EX-31 - CERTIFICATION OF CEO AND CFO - SECTION 302 - Elys Game Technology, Corp.	section302-certification.txt
EX-32 - CERTIFICATION OF CEO AND CFO - SECTION 906 - Elys Game Technology, Corp.	section906-certification.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to Form 10-K

(Mark one)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934. For the fiscal year ended December 31, 2007.

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

Commission File Number 000-50045

EMPIRE GLOBAL CORP.
(Name of small business issuer in its charter)

Delaware 33-0823179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

648 Finch Ave. East, Suite 2, Toronto, Ontario M2K 2E6
(Address of principal executive offices) (Zip Code)

(647) 229-0136
(Registrant's telephone number)

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)

Check whether the issuer is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes [ ] No [X]

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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.

Larger accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a 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 issuer had $0 in revenues for its most recent fiscal year.

The number of shares outstanding of each of the issuer's classes of common
equity, as of the close on December 31, 2007 is 15,675,800 shares with an
aggregate market value of $470,274 based on the average closing bid and asked
prices for the Common Stock on October 15, 2009 of $0.03 per share.

TABLE OF CONTENTS

PART I

ITEM 1. DESCRIPTION OF BUSINESS...............................................3
ITEM 2. DESCRIPTION OF PROPERTY..............................................11
ITEM 3. LEGAL PROCEEDINGS....................................................12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................13

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............13
ITEM 6. SELECTED FINANCIAL DATA..............................................17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.................................18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA...........................26
(Financial Statements - pages numbered as F1 to F23)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..................................49
ITEM 9A. CONTROLS AND PROCEDURES..............................................49
ITEM 9B. OTHER INFORMATION....................................................51

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.........52
ITEM 11. EXECUTIVE COMPENSATION...............................................56
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS...........................57
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................58
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...............................59
ITEM 15. EXHIBITS.............................................................60

SIGNATURES....................................................................63

Amendments

EXPLANATORY NOTE

This Amendment No. 1 to form 10-K ("Amendment No. 1") amends the previously
filed Annual Report of Empire Global Corp. (the "Company") on form 10-K for
the year ended December 31, 2007, as filed with the Securities and Exchange
Commission on October 30, 2009. This Amendment No. 1 is being filed for the
purpose of correcting clerical errors in the form 10-K which may confuse the
reader and has not affected the figures reported in the interim consolidated
financial statements. The errors were discovered when comparing results while
preparing our statements for the Annual report on form 10-K for the period
ended December 31, 2007.

List of Changes in this Amendment No. 1
---------------------------------------

Changes to Management Discussion and Analysis:
Under the heading Cash Flows (sub heading Net Cash Flows Used in Operating
Activities) on page 24, a clerical error was corrected to properly disclose
the value related to cash flow from operating activities of continuing
operations. The amount of $248,529 originally entered is incorrect and was
changed to the value $353,528 consistent with the Consolidated Statements of
Cash Flows as stated on page F6. The change does not affect the results of
operations.

Other typographical changes were made to correct various spelling errors. These
corrections do not affect the results of operations.

PART I.

FORWARD-LOOKING STATEMENTS

The matters discussed in this Annual Report on Form 10-K contain forward-looking
statements that involve risks and uncertainties, including primarily our ability
to fund future operations and investment opportunities until such time that our
cash flows from operations are sufficient for these purposes, changing market
conditions and the other risks and uncertainties described under "Risk Factors"
and throughout this Annual Report on Form 10-K. Actual results may differ
materially from those projected. These forward-looking statements represent our
judgment as of the date of the filing of this Annual Report on Form 10-K.
We disclaim any intent or obligation to update these forward-looking statements.

Item 1. Description of business

The issuer, Empire Global Corp. ("the Company", "Empire") formerly named
Tradestream Global Corp ("Tradestream") and Vianet Technology Group, Ltd
("Vianet") was organized as Pender International, Inc. ("Pender") under the laws
of the state of Delaware on August 26, 1998.

A. BUSINESS DEVELOPMENT

In 2002, the Company established a business plan to import high-end furniture
from Mexico for sale in the United States and Canada. This business was
unsuccessful and abandoned. In July 2004 the Company formed a business plan to
acquire undervalued small-to-medium size development stage companies.

On July 9, 2004, the Company acquired 100% of the stock of IMM Investments Inc.,
an Ontario corporation ("IMM"), thus making IMM a wholly owned subsidiary of
Empire. IMM owns 5 million (20 million pre-reverse split) shares of Armistice
Resources Corp. a Canadian exploration company developing a gold mining interest
in Northern Ontario.

On February 16, 2005, the Company acquired 100% of the stock of Montebello
Developments Corp., an Ontario corporation ("Montebello"), thus making
Montebello a wholly owned subsidiary of Empire. Through Montebello, the Company
entered into an agreement to jointly develop Pueblomex a new villa resort near
Huatulco, Mexico.

In June 2005, Management revised its business to pursue technology based
companies and to dispose of holdings that did not fit the new business strategy.

On June 17, 2005, the Company entered into an Agreement of Purchase and Sale of
Stock pursuant to which it sold all of the issued and outstanding capital stock
of IMM Investments, Inc., its wholly-owned subsidiary, to Blazing Holdings, Inc.
an Ontario Corporation for $3,000,000 in exchange for a secured promissory note
having a maturity date of June 30, 2010 (the "IMM Agreement"). On the same date,
the Company entered into an Agreement of Purchase and Sale of Stock with
Brookstreet Capital Corp. a Delaware Corporation pursuant to which it sold all
of the issued and outstanding capital stock of Montebello Developments Corp.,
its wholly-owned subsidiary, for $250,000 in exchange for a secured promissory
note having a maturity date of June 30, 2010 (the "Montebello Agreement").

On June 29, 2005, the Company amended its Certificate of Incorporation to change
its name to Vianet Technology Group, Ltd. and on June 30, 2005 completed a
1-for-10 reverse stock split of its common stock. As a result of this action,
the holder of each share of the Company's common stock then owned one-tenth of
one share of common stock after which there were a total of 5,958,672 issued and
outstanding shares of common stock of the Company. On July 1, 2005 and in
conjunction with the change of the Company's name, the symbol under which the
Company's common stock was eligible for quotation on the
Over-The-Counter-Bulletin Board changed to "VTGL".

On July 7, 2005, the Company reached a preliminary agreement with VIANET Direct,
Inc. VIANET Direct Inc. described itself as a registered broker dealer with the
National Association of Securities Dealers, Inc. "NASD") whose products provide
a real time, virtual, interactive, anonymous block trading system for all types
of equity securities ("VIANET Direct"). The consummation of the merger was
subject to standard closing conditions including, among other regulatory permits
and approvals, the execution of a definitive merger agreement approved by the
board of directors and the stockholders of each corporation. Since the Company
and Vianet Direct were not able to agree upon the definitive terms and
conditions of the merger or the due diligence procedures, the Board of Directors
and the Management of the Company determined that the terms of the agreement
were not in the best interests of its' shareholders and subsequently abandoned
the transaction.

On July 22, 2005, the Company amended its Certificate of Incorporation to change
its name to Tradestream Global Corp. and in conjunction with change, the symbol
under which the Company's common stock was eligible for quotation on the
Over-The-Counter-Bulletin Board changed to "TGLC".

On July 27, 2005 the Company reached a preliminary agreement to acquire
Tradestream Global AG, a technology software provider to the investment
community. The transaction was subject to execution of a definitive share
exchange agreement, approval of the respective Boards of Directors, and
shareholders of the Company. Management determined that the terms of the
agreement were not in the best interests of it's shareholders and subsequently
the parties agreed to terminate the transaction. This conclusion was formalized
in a mutual Notice of Termination on August 29, 2005. The termination agreement
provided that each party terminate and release the other from any liability and
the performance of obligations, covenants, requirements and payments arising
from and pursuant to, the previously executed Confidential Letter of Intent
Agreement.

In August 2005, the Company discontinued the plan to pursue technology interests
and reorganized the business view to acquire income producing real estate and
commercial properties.

On September 21, 2005 the Company amended its Certificate of Incorporation to
change its name to Empire Global Corp., and subsequently completed a 1-for-10
reverse stock split of its common stock effective September 29, 2005. As a
result of this action, the holder of each share of the Company's common stock
then owned one-tenth of one share of common stock after which the Company then
had a total of 745,867 issued and outstanding shares of common stock.

On September 29, 2005, Brookstreet Capital Corp. notified the Company that it
would not be able to make the first interest payment on its promissory note due
on September 30, 2005 pursuant to the Montebello Agreement. The Montebello
Agreement contained clauses where delivery of such notice was deemed an "Event
of Default". Upon receipt of the above notice, the Company terminated the
Montebello Agreement with Brookstreet Capital Corp. As a result, the Company
disposed of the $250,000 Promissory Note from Brookstreet Capital Corp.,
terminated and cancelled the Montebello Agreement and Montebello Developments
Corp. became a wholly owned subsidiary of the Company.

At the same Special Meeting held on September 29, 2005, the Board of Directors
of the Company formally approved the decision by Management of the Company to
amend the Promissory Note of the IMM Agreement whereby Blazing Holding Inc.
would be allowed to accrue its interest due to the Company until the maturity
date of its Note Payable on June 17, 2010.

On September 7, 2005, the Company organized and acquired 100% of the stock of
Empire Global Acquisition Corp., an Ontario corporation ("EGAC"), and thus made
EGAC a wholly owned subsidiary of Empire.

On September 30, 2005 and in conjunction with the change of the Company's name,
the symbol under which the Company's common stock is eligible for quotation on
the Over-The-Counter-Bulletin Board was changed to "EMGL".

On October 12, 2005, the Company completed the private placement of 814,100
restricted shares of its common stock with a total value of $472,178 to a group
of accredited investors in exchange for the cancellation of debt owed by the
Company respectively to each investor.

On October 27, 2005, the Company entered into a Plan of Merger and
Reorganization with 501 Canada Inc. ("501") (the "501 Plan"), an Ontario
corporation, to acquire a 100% interest in 501 Canada Inc. 501 reportedly owned
and operated two revenue-producing commercial real estate properties in Toronto,
Canada. Pursuant to the 501 Plan, the Company issued a total of 6,240,000 shares
of common stock with an effective date of November 17, 2005 to the former
shareholders of the 501. The 501 Plan provided for the survival of
Representations and Warrantees for a period of 12 months from the effective date
of the Plan.

On July 1, 2006, our board resolved to amend the Excel Plan first entered into
on November 4, 2005 to become a Share Purchase Agreement. The amended Plan
required that Excel provide financial statements in accordance with US GAAP.
The Excel Plan was subject to auditing of the financial statements of Excel and
the final approval of the respective Boards of Directors, and the shareholders
of the Company. Excel did not provide financial statements in satisfactory form.

On July 24, 2006, our Audit Committee uncovered inconsistencies in the
disposition of certain properties acquired by the Company in the 501 Plan and
accordingly notified the former shareholders of 501 of these inconsistencies. On
August 29, 2006 the Company informed the former shareholders of 501 Canada Inc.
that the inconsistencies uncovered by our Audit Committee were material breaches
of Representations and Warrantees made by the former 501 shareholders in the 501
Plan. The Company notified the former shareholders of 501 about these
inconsistencies in writing and provided 30 days to respond or remedy the
concerns in accordance with Survival of Representations and Warrantees clause of
the 501 Plan. Rather than responding to the inconsistencies identified, the
former shareholder and his spouse commenced legal action in Court of Chancery of
the State of Delaware on September 6, 2006. On October 6, 2006 within the time
period prescribed by the terms of the 501 Plan the Company delivered a written
notice of the breaches of specific Representations and Warrantees of the 501
Plan and advised the counterparties of our intention to terminate and rescind
the 501 Plan. On October 24, 2006 a Stipulated Order to Maintain Status Quo was
granted by the Court of Chancery. On March 6, 2007 the legal action was
dismissed and the Stipulated Order Maintaining Status Quo was vacated.

On January 3, 2007, in order to assess the collectibility of the Promissory Note
received pursuant to the IMM Agreement the Company delivered a due diligence
questionnaire to Blazing Holdings Inc. Blazing ignored the request and
subsequently the Company followed up with a demand for information and notice of
default on July 3, 2007. Blazing ignored the second request as well. The IMM
Agreement contained clauses where such abandonment was deemed an "Event of
Default". Therefore, the Company disposed of the $3,000,000 Promissory Note from
Blazing Holdings Inc. and re-acquired 100% of the issued and outstanding shares
of IMM Investments Inc. Thus, the Company delivered a Notice of Termination
where the Company notified Blazing Holdings Inc. that it had opted to exercise
its right to reacquire and become the owner of 100 shares (100% of the issued
and outstanding stock) of IMM Investments Inc. (pledged security for the loan)
(the "IMM Shares") and terminate the IMM Agreement.

On October 1, 2007 at a properly convened meeting of the Board of Directors, the
board resolved to rescind the Agreement of Merger and Reorganization with 501
Canada Inc. dated October 27, 2005; and also the Share Purchase Agreement
between Pender International (now Empire) and Blazing Holdings dated June 17,
2005. On the same day, the Company formerly terminated and rescinded the 501
Plan and cancelled the 6,240,000 common shares of the Company issued to the
shareholder of 501, as a result, the shares of 501 amalgamated with EGAC are
returned to the former shareholder. And also on the same day formerly terminated
and rescinded the IMM Agreement. Since no consideration was given to Pender
(Empire) in the IMM Agreement and the Promissory Note was secured by the shares
of IMM, the Company took back ownership of IMM Investments Inc. and restored the
values on the Company's books and records. The Company filed Articles of Revival
for IMM Investments Inc. with the Province of Ontario and the corresponding
annual tax returns for IMM with both the Province of Ontario and the Government
of Canada. Therefore, IMM Investments Inc. became a wholly owned subsidiary of
the Company.

On November 5, 2007 at a properly convened meeting of the Board of directors,
the board resolved to issue 3,378,900 restricted shares of common stock in
lieu of cash to independent contractors for the payment of fees for services
provided to the Company over the period between July 2006 and September 2007.
The work involved responding to the legal action taken by the former
shareholders, preparation of Company filings and general administrative work.

Between November 2007 and April 2008, Management undertook an onsite
investigation of the financial condition of Excel. Based on the results provided
by Excel, Management determined that the transaction was significantly devalued
and that it was unlikely that Excel would be capable of maintaining proper
financial statements required by the company for its continued disclosure
requirements. As a result, the Company resolved that it was in the best interest
of the shareholders to rescind the Excel agreement. Therefore, at a properly
convened meeting of the board on May 5, 2008 the Board of Directors resolved to
cancel 36,400,000 shares of common stock issued and held in escrow for the
shareholders of Excel.

On May 5, 2008 at a properly convened meeting of the Board of directors, the
board resolved to issue 3,000,000 restricted shares of common stock to a private
investor for a $200,000 private placement. The funds are to be used to bring the
outstanding financial filings into good standing. Also, on the same date the
board resolved to pay fees of $125,000 due to independent contractors for work
involved in the rescission of the Blazing Holding Inc. agreement and recovery of
IMM Investments Inc. and the preparation and filing of IMM tax returns in
Canada, as well as paralegal and litigation work leading to the dismissal of
legal actions against the company launched in Delaware and Ontario. The Company
issued 2,500,000 restricted shares of common stock of the Company in lieu of
cash.

B. BUSINESS DESCRIPTION

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

Empire Global Corp. (together with its subsidiaries, the "Company") is a
diversified holding company seeking to acquire and operate income producing
businesses that have a good prospect for growth. The Company's goal is to
create, through acquisition, disposition and operation an ownership position in
income producing properties servicing commercial business tenants as well as
Hotel, Tourism and Leisure Travel business operators internationally.

As of December 31, 2007, the Company did not have interests in any properties.
The Company intends to prudently develop on a speculative basis as opportunities
warrant and will seek to expand its operations into new markets in addition to
its primary target markets. When considering entry into a new market the Company
will consider, among other factors, demographics, job growth, employment, real
estate fundamentals, competition and other related matters.

Due to disappointing business results leading to the rescission of the
previously referenced agreements, we have not been satisfied with our business
plan or original plan of operation. We endeavor to identify and negotiate with
an established business entity with a view to merge target businesses or
alternatively acquire properties either compatible with our initial business
plan or a business related to the resources industry in line with assets held by
our subsidiary IMM Investments Inc. In certain instances, a target business may
wish to become a subsidiary or may wish to contribute assets rather than merge.
No assurances can be given that we will be successful in locating or negotiating
with any target business.

Our Management believes that being a reporting company with a class of
publicly-traded securities has certain apparent benefits. These apparent
benefits may include: exposure to capital markets; the ability to use its
registered securities to acquire assets or businesses; greater ease in
subsequently raising capital or borrowing from financial institutions;
stockholder liquidity; enhanced corporate image in the financial community and
compensation of key employees through stock options.

We are authorized to enter into a definitive agreement with a wide variety of
businesses without limitation as to their industry or revenues. It is not
possible at this time to predict if we will enter into a definitive agreement
with any specific company or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.

DISTRIBUTION METHODS FOR PRODUCTS OR SERVICES

The distribution of our services is at the discretion of our Management and
Advisory Board. Our team seeks out prospective companies and properties and in
some cases our team has been sought out by counterparts that feel that Empire's
operations would assist them to reach their goals. Each prospect company or
property is analyzed by our Management and Advisory Board, after which the
decision is made as to whether or not the prospect would serve the best
interests of our shareholders.

STATUS OF PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES

During the fiscal year ended December 31, 2006 the Company announced that it
rescinded the previously announced Agreement of Purchase and Sale of IMM
Investments Inc. to Blazing Holdings Inc. as well as the rescission of the Plan
of Merger and Reorganization with 501 Canada Inc. and the cancellation of shares
issued pursuant to the Plan of Merger and Reorganization with Excel Empire
Limited as amended. Empire is a holding company with a view to acquire
undervalued small-to-medium size development stage companies or in the
alternative, take direct ownership in revenue producing businesses.

COMPETITIVE BUSINESS CONDITIONS, COMPETITIVE POSITION IN THE INDUSTRY AND
METHODS OF COMPETITION

The Company seeks opportunities primarily located in North America. There are
numerous other competitors within the market area for which the Company will
prospect. The competitive conditions in such areas could have a material adverse
effect on the Company's (i) future operations, (ii) ability to rent its
properties and the rents charged, and (iii) development and acquisition
opportunities. The Company will compete for tenants and acquisitions with others
who may have greater resources.

SOURCES AND AVAILABILITY OF SUPPLIES

The Company has taken a broad view to delineate opportunities in international
markets where the supply of target properties and businesses are abundant. For
Empire to operate, our needs or inputs would simply be legal counsel, accounting
and auditor functions. Suppliers for these office and management functions are
deemed to be ubiquitous. During the period covered by this report Anslow and
Jaclin, LLP acts as our legal counsel and our Certified Public Accountant is
Bernstein and Pinchuk, LLP.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

As of the end of the period covered by this report Empire does not have any
holdings in income producing commercial properties. Empire will continue to seek
new potential acquisition targets to develop a portfolio of assets in
conjunction with our plan of business.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS

Empire Global Corp. does not have any patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Currently, there is no need for Government Approval for its products or
services.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS

Currently there is no effect on us of existing or probable governmental
regulations on the business.

RESEARCH AND DEVELOPMENT COSTS

During the years ending December 31, 2007 and 2006 the Company spent
approximately $1,750,000 on consulting and research and business development.
None of the cost and expense arising from research and development activities is
borne directly by its customers. The Company bears all research and development
costs internally.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Empire is not directly affected by any environmental laws, but may indirectly be
affected if a subsidiary company project or property falls under the scope of
any Federal, State and Local environmental laws.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

Empire currently has no employees and one active independent contractor
agreement. Management expects to use consultants, attorneys and accountants as
necessary, and does not anticipate a need to engage any full-time employees so
long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.

C. RISK FACTORS

Each of the following risk factors and the other information in this Annual
Report, including the consolidated financial statements and the related notes,
should be considered in evaluating Empire's business and prospects. In addition
to the risk factors discussed below, we are also subject to additional risks and
uncertainties not presently known to us or that we currently deem immaterial. If
any of these known or unknown risks or uncertainties actually occurs, our
business may be significantly harmed and the trading price of Empire's Common
Stock could be adversely affected.

1. BUSINESS RISKS

LIMITED OPERATING HISTORY AND LOSSES

Empire has incurred significant operating losses since inception and has limited
financial resources to support it until such time that it is able to generate
positive cash flow from operations. Our limited operating history makes
evaluation of future success or failure difficult to assess. Continuing losses
may cause Empire to suspend or cease operations.

LIMITED FINANCIAL RESOURCES

Empire currently has few assets, liabilities, and limited financial resources.
This will most likely result in Empire incurring a net operating loss that will
increase continuously until Empire can consummate a business combination with a
target business. There is no assurance that Empire can identify such a target
business and consummate such a business combination and our limited funds may
not be adequate to take advantage of any available business opportunities that
present themselves. Even if Empire's currently available funds prove to be
sufficient to pay for its operations until it is able to acquire an interest in,
or complete a transaction with a target business, such funds will clearly not
be sufficient to enable it to exploit the business opportunity. Thus, the
ultimate success of Empire will depend, in part, upon its availability to raise
additional capital. If Empire requires modest amounts of additional capital to
fund its operations until it is able to complete a business acquisition or
transaction, such funds, are expected to be provided by the principal
shareholders. However, Empire has not investigated the availability, source, or
terms that might govern the acquisition of the additional capital that is
expected to be required in order to exploit a business opportunity, and will not
do so until it has determined the level of need for such additional financing.
There is no assurance that additional capital will be available from any source
or, if available, that it can be obtained on terms acceptable to Empire. If not
available, Empire operations will be limited to those that can be financed with
its modest capital.

We do not have cash on hand to acquire additional assets or to create an
operating revenue stream sufficient to cover operating expenses or pay our
outstanding liabilities. We will require significant new capital in order to
execute our strategic plan and believe that this capital will only be available
through the sale of debt or equity securities. Our success in raising this
capital will depend upon our ability to access equity capital markets and we may
not be able to do so or to do so on acceptable terms. If we fail to obtain funds
on acceptable terms, we will not be able to execute our strategic plan and would
have to delay or abandon some or all of our plans for growth. If we are able to
obtain financing, we believe that the terms of such arrangements will result in
an offering that is highly dilutive to existing shareholders because of the
price at which we would have to issue those shares and the large number of
shares we would have to issue at those prices.

NO CURRENT AGREEMENTS

Empire currently has no arrangements or understanding with respect to a proposed
business combination with a specific entity. There can be no assurance that
Empire will be successful in identifying and evaluating suitable target
businesses or business opportunities or in concluding a business combination.
Empire does not have an established operating history or a specified level of
earnings, assets, net worth or other criteria that it will require a target
business to have achieved, or deemed that without which Empire would not
consider a business combination with such target business. Accordingly, Empire
may enter into a business combination with a target business having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative characteristics.
There is no assurance that Empire will be able to negotiate a business
combination on terms favorable to Empire.

REPORTING REQUIREMENTS

Reporting requirements may delay or preclude any merger or acquisition, which
may adversely affect Empire's business. Empire is required to provide certain
information about significant acquisitions including audited financial
statements of the target business. Obtaining audited financial statements are
the economic responsibility of the target business. The additional time and
costs that may be incurred by some potential target businesses to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Empire. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable. Notwithstanding a target
business's agreement to obtain audited financial statements within the required
time frame, such audited financials may not be available to Empire at the time
of effecting a business combination. In cases where audited financials are
unavailable, Empire will have to rely upon unaudited information that has not
been verified by outside auditors in making its decision to engage in a
transaction with the business entity. This risk increases the prospect that a
business combination with such a target business might prove to be an
unfavorable one for Empire.

REGULATION UNDER THE INVESTMENT ACT OF 1940

If Empire engages in business combinations that would result in Empire holding
passive investment interests in a number of entities, Empire could be subject to
regulation under the Investment Company Act of 1940. In such event, Empire would
be required to register as an investment company and could be expected to incur
significant registration and compliance costs. Empire has obtained no formal
determination from the Securities and Exchange Commission as to the status of
Empire under the Investment Company Act of 1940 and, consequently, any violation
of such Act could subject Empire to material adverse consequences.

2. COMPETITIVE RISKS

LIMITED TARGET OPPORTUNITIES

Empire is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business opportunities. A large
number of established and well-financed entities are active in mergers and
acquisitions of target businesses that may be merger or acquisition target
candidates for Empire. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than Empire
and, consequently, Empire will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, Empire will also compete in seeking merger or acquisition
candidates with other small public companies, some of which may also have funds
available for use by an acquisition candidate.

INFLATION, DEFLATION and CURRENCY FLUCTUATIONS

Inflation has had and may continue to have adverse effects on the economies and
securities markets of certain countries and could have adverse effects on
Empire's business in those countries, including the ability to obtain financing
and repay debts. Significant inflation or deflation could have a material
adverse effect on Empire's business, operating results, liquidity and financial
position.

COMPETITION FOR PERSONNEL

Empire may not be able to attract and retain qualified personnel necessary for
the implementation of its business strategy. Empire's future success depends
largely upon the continued service of its Board members, executive officers and
other key contractors. Empire's success also depends on its ability to attract,
retain and motivate other qualified personnel. Empire may have particular
difficulty attracting and retaining key personnel as a company with no or
minimal assets and financial sources. The loss of one or more of its key
personnel or its inability to attract, retain and motivate qualified personnel
could negatively impact Empire's ability to locate and acquire a target
business.

3. ACQUISITION RISKS

MANAGEMENT CHANGE

Current management of Empire may change and there may be a change in control of
Empire as a result of the acquisition of a target business. A business
combination involving the issuance of Empire's Common Stock will, in all
likelihood, result in shareholders of a target business obtaining a controlling
interest in Empire. Any such business combination may require Empire's
management to sell or transfer all or a portion of Empire's Common Stock held by
them, and/or resign as members of the Board of Directors. The resulting change
in Empire's control could result in removal of one or more present officers and
directors and a corresponding reduction in or elimination of their participation
in Empire's future affairs.

TARGET SELECTION

Any acquisitions that we undertake could be difficult to integrate, disrupt our
business, dilute shareholder value and significantly harm our operating results.

We expect to explore opportunities to buy other businesses or technologies that
would complement our current business, expand the breadth of our markets, or
that may otherwise offer growth opportunities. If we make any future
acquisitions, we could issue stock that would dilute existing shareholders'
percentage ownership, incur substantial debt or assume contingent liabilities.
Potential acquisitions also involve numerous risks, including:

a. problems assimilating the purchased operations, technologies or products;
b. unanticipated costs associated with the acquisition;
c. adverse effects on existing business relationships with suppliers and
customers;
d. risks associated with entering markets in which we have no or limited prior
experience; and
e. potential loss of the purchased organization's or our own key employees.

We cannot provide any assurance that we would be successful in overcoming
problems encountered in connection with such acquisitions and our inability to
do so could significantly harm our business

4. STOCK MARKET RISKS

STOCK PRICE VOLATILITY

Our common stock is quoted on the Over-the-Counter Pink Sheets ("OTC-PK") and is
traded sporadically. 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, and if developed, it may not be
sustained. The OTC-PK is an unorganized, inter-dealer, over-the-counter market
that provides significantly less liquidity than other markets. Purchasers of our
common stock may therefore have difficulty selling their shares should they
desire to do so.

The stock market in general and the stock prices of Empire's Common Stock in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of any specific public company. The market price of
Empire's Common Stock has fluctuated in the past and is likely to fluctuate in
the future as well, especially if Empire's Common Stock continues to be thinly
traded. Factors that may have a significant impact on the market price of
Empires Common Stock include:

a. announcements concerning Empire or its competitors, including the negotiation
for or acquisition of a target business;
b. announcements regarding financial developments;
c. government regulations, including stock option accounting and tax
regulations;
d. acts of terrorism and war; or
e. rumors or allegations regarding Empire's financial disclosures or practices.

CLOSELY HELD COMPANY STOCK

A small number of Empire's stockholders own a substantial amount of Empire'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 Empire's Common Stock could
drop significantly. Because Empire's officers and directors combined own more
than 21% of the outstanding shares of Common Stock, they will be able to decide
who will be directors and any other stockholders may not be able to elect any
directors. In addition, other stockholders also own substantial amounts of
shares of Empire's Common Stock. Sales of a large number of shares of Empire's
Common Stock or even the availability of a substantial number of shares for sale
could have a negative effect on the price per share of Empire's Common Stock,
particularly if the Common Stock continues to be thinly traded.

DILUTION

A business combination normally will involve the issuance of a significant
number of additional shares. Depending upon the value of the assets acquired in
such business combination, the share value of Empire's Common Stock may increase
or decrease, perhaps significantly.

"PENNY STOCK" RULES

Our common stock may be deemed a "penny stock." Penny stocks generally are
equity securities with a price of less than $5.00 per share, other than
securities registered on certain national securities exchanges.

Trading in Empire's securities is subject to certain regulations adopted by the
SEC commonly known as the "penny stock" rules. These rules govern how
broker-dealers can deal with their clients and "penny stocks". The additional
burdens imposed upon broker-dealers by the "penny stock" rules may discourage
broker-dealers from effecting transactions in Empire's securities, which could
severely limit the market price and liquidity of our Common Stock.

Item 2. Description of Property.

Empire currently does not maintain a principal executive office. Empire's
mailing address is 648 Finch Ave. East. Suite 2, Toronto, Ontario, M2K 2E6,
Canada. Other than this mailing address, Empire does not currently maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future. Empire pays no rent or other
fees for the use of the mailing address.

It is likely that Empire will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office facilities.

Note: Mining Operations

Although Empire does not engage in mining operations, our wholly owned
subsidiary IMM has made an investment in Armistice Resources Corp. which does.
However, our investment in Armistice does not deem us a controlling entity.
Armistice Resources Corp. is a reporting Canadian company and information about
its business can be found on the System for Electronic Document Analysis and
Retrieval (SEDAR) developed in Canada for the Canadian Securities Administrators
(www.sedar.com).

Item 3. Legal Proceedings

The Company is subject to claims arising in the ordinary course of business. The
Company and Management believe that, after consultation with counsel, the
allegations against the Company included in the claims described below may be
subject to substantial legal defences, and the Company is vigorously defending
each of the allegations. At this time, it is not possible to estimate the
ultimate loss or gain, if any, related to these claims, nor if any such loss
will have a material adverse effect on the Company's results of operations or
financial position.

Pending Legal Matters

Directly affecting the Company

On November 1, 2005, the Company was served with a Statement of Claim filed in
the Ontario Superior Court of Justice by Advanced Refractive Technologies Inc.
("Advanced") claiming $6,000,000 in aggregate damages plus unspecified amounts
against 16 co-respondents including the Company for unknown loses claimed by
Advanced in its dealings with an unknown and unrelated entity or person (the
"unrelated entity"). Advanced alleges that this unrelated entity, in a private
transaction with Advanced, may have promised to exchange shares of the Company
that the unrelated entity had claimed to have owned. The Company has never been
a party to any dealings with Advanced or the unrelated party and prior to
receiving notice from Advanced had never heard of Advanced. The Company denies
any wrongdoing and is vigorously defending this claim. Although the claim
remains a live issue, Advanced has made no attempt to further its claim. Because
of the uncertainties inherent in litigation, the company cannot predict whether
the outcome, which remains unresolved, will have a material adverse affect.

Indirectly affecting the Company

On December 10, 2004, the Ontario Securities Commission ("OSC") served upon the
former President and C.E.O. of the Company (the "former executive"), and
companies controlled by the former executive, as well as a shareholder of the
Company related to the father of our former Chairman Kalson Jang and an
unrelated party collectively the "respondents" an order to cease trading in
shares of the Company formerly known as Pender International, Inc. ("Pender")
and subsequently issued a Statement of Allegations against the respondents on
December 21, 2004. The Company is aware of the proceedings; however, is not a
respondent to these proceedings. The order was purportedly issued to allow the
OSC an opportunity to investigate trading in shares of Pender over the period
between October 27, 2004 and November 19, 2004. The allegations stated among
other things that Armistice was a worthless, flooded mine and that there was no
basis for the increase in the share price of the Company.

On September 26, 2006 the Royal Canadian Mounted Police ("RCMP") charged our
former executive. Our former executive is challenging the charges and has filed
consent to committal to trial. The date for trial was set down to begin on
September 8, 2009, however as of the date of this filing has not commenced and a
new date has not been scheduled.

Our former executive and the Company have been complying with orders imposed by
the OSC and cooperating with informal inquiries made by the United States
Securities and Exchange Commission ("SEC").

Legal Matters Settled or Dismissed

1. On November 26, 2007, the Company and Research Capital Corporation
("Research") a broker/dealer in Ontario entered into a Settlement Agreement
pursuant to a claim initiated by Research on September 9, 2005. The Company
agreed to settle the claim with Research for a total amount of CDN $25,000
which included $10,000 in legal costs plus $5,000 for a securities expert
report incurred by Empire and $10,000 payable to Research. Accordingly,
the matter was dismissed by Madame Justice Bennett of the Ontario Superior
Court of Justice.

2. The complaint filed on September 6, 2006 in the Court of Chancery in the
State of Delaware against the Company, and its management Ken Chu, Vic
Dominelli and Xu Bing was abandoned by Hoi Ming Chan and his wife Florence
Tsun (the shareholders of 501 Canada Inc.). Accordingly the claim was
dismissed and subsequent Stipulated Order Maintaining Status Quo was vacated
by Chancellor Strine of the Court of Chancery.

Item 4. Submission of matters to a vote of security holders

There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2007.

REPORTS TO SECURITY HOLDERS
The Company is not required to deliver an annual report to security holders and
does not plan to voluntarily deliver a copy of the annual report to the security
holders. If we should choose to create an annual report, it will contain audited
financial statements. We intend to file all of our required information
including our 10-K, 10-Q and all other forms that are or may become applicable
with the SEC. We file reports electronically with the Securities and Exchange
Commission. Our public disclosure protocol complies with the requirements set
forth by the Securities and Exchange Commission. Over the course of the past
fiscal year we have filed several Form 8-K's as described in Item 13 of this
report and quarterly reports 10-Q's, these forms are attached as exhibits at
the end of this report.

The public may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is (http://www.sec.gov). In compliance with the Securities and
Exchange Commission, all press releases and SEC filings are also available on
our website (http://www.emgl.us).

PART II

Item 5. Market for common equity and related stockholder matters

MARKET INFORMATION

Our common stock is quoted on the Over the Counter Pink Sheet Quotation System
(OTC-PK), which is a network of security dealers who buy and sell stock. We were
listed and became eligible for trading on the OTCBB on March 4, 2004 and the
first electronic trade of our stock occurred on October 14, 2004. We now trade
under the symbol, EMGL.PK (formerly EMGL.OB, TGLC.OB, VGTL.OB, and PNDR.OB).
Trading in our common stock in the over-the-counter market has been limited and
sporadic and the quotations set forth below are not necessarily indicative of
actual market conditions. Further, these quotations reflect inter-dealer prices
without retail mark-up, mark-down, or commission, and may not necessarily
reflect actual transactions. Such quotes are not necessarily representative of
actual transactions or of the value of our common stock, and are in all
likelihood not based upon any recognized criteria of securities valuation as
used in the investment banking community. The following tables set forth the
high and low sale prices for our common stock as reported on the Electronic
Bulletin Board for the periods indicated.

2004 BID PRICES
PERIOD HIGH LOW
January 1 - March 31 $ 0.000 $ 0.000
April 1 - June 30 0.000 0.000
July 1 - September 30 0.000 0.000
October 1 - December 31 - pre forward split (1) 0.310 0.280
October 1 - December 31 - post forward split (1) 11.650 0.040

2005 BID PRICES
PERIOD HIGH LOW
January 1 - March 31 $ 6.751 $ 0.170
April 1 - June 30 - pre reverse split (2) 0.263 0.086
July 1 - September 30 - post reverse split (2) 1.050 0.290
July 1 - September 30 - pre reverse split (3) 1.050 0.290
October 1 - December 31 - post reverse split (3) 3.000 0.800

2006 BID PRICES
PERIOD HIGH LOW
January 1 - March 31 $ 0.07 $ 0.170
April 1 - June 30 0.263 0.086
July 1 - September 30 1.050 0.290
October 1 - December 31 3.000 0.800

2007 BID PRICES
PERIOD HIGH LOW
January 1 - March 31 $ 0.15 $ 0.150
April 1 - June 30 0.15 0.150
July 1 - September 30 0.15 0.150
October 1 - December 31 0.07 0.450

(1) 7 for 1 forward split of our common stock on July 13, 2004
(2) 1 for 10 reverse split of our common stock on June 17, 2005
(3) 1 for 10 reverse split of our common stock on September 15, 2005

SHAREHOLDERS

As of August 1, 2009, there were an estimated 400 holders of record of our
common stock. Certain of the shares of common stock are held in street name or
are listed as undisclosed and may, therefore, be held by several beneficial
owners.

DIVIDENDS

On July 26, 2004, shareholders of record on that date became entitled to receive
a stock dividend of six new shares of common stock of the Company for each one
share held pursuant to a forward split approved by the Board of Directors of the
Company on July 12, 2004.

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, among other things, our operations, capital requirements,
and overall financial condition.

DESCRIPTION OF SECURITIES

As of December 31, 2007, there were 15,675,800 shares of common stock, of 0.0001
par value, issued and outstanding and at least 14,969,300 shares are restricted
securities of Empire within the meaning of Rule 144(a)(3) promulgated under the
Securities Act of 1933, as amended. These are restricted because such shares
were issued and sold by us in private transactions not involving a public
offering or issued as consideration for payments of fees and services provided
to the Company.

The restricted securities may only be sold pursuant to a registration statement
or pursuant to Rule 144. In general, under Rule 144, as currently in effect,
subject to the satisfaction of certain other conditions, a person, including an
affiliate of ours (in general, a person who has a control relationship with us)
who has owned restricted securities of common stock beneficially for at least
one year is entitled to sell, within any three-month period, that number of
shares of a class of securities that does not exceed the greater of (i) one
percent (1%) of the shares of that class then outstanding or, if the common
stock is quoted on NASDAQ, (ii) the average weekly trading volume of that
class during the four calendar weeks preceding such sale. A person who has not
been an affiliate of ours for at least the three months immediately preceding
the sale and has beneficially owned shares of common stock for at least two (2)
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.

No prediction can be made as to the effect, if any, that future sales of
shares of common stock or the availability of common stock for future sale will
have on the market price of the common stock prevailing from time-to-time. Sales
of substantial amounts of common stock on the public market could adversely
affect the prevailing market price of the common stock.

1 for 10 Reverse Split
On September 30, 2005, we completed a 1 for 10 reverse split of our common
stock. We filed a notice under rule 10b-17 with NASD of our intention to effect
the reverse split and reflected the approval of our Board of Directors and
written consent of a majority shareholders. All fractional shares are rounded up
to the nearest whole shares.

1 for 10 Reverse Split
Effective June 30, 2005, we completed a 1 for 10 reverse split of our common
stock. We filed a notice under rule 10b-17 with NASD of our intention to effect
the reverse split and reflected the approval of our Board of Directors and
written consent of a majority shareholders. All fractional shares are rounded up
to the nearest whole shares.

7 for 1 Forward Split
On July 23, 2004, the Board of Directors approved a 7 for 1 forward split of our
common stock. We filed a notice under rule 10b-17 with NASD on July 13, 2004 of
our intention to effect the forward split and reflected the approval of our
Board of Directors and written consent of a majority shareholders. All
fractional shares are rounded up to the nearest whole shares. The common stock
dividend payment date was July 26, 2004 to stockholders of record as at July 23,
2004. The common stock dividend increased the registrant's issued and
outstanding number of shares of common stock to 57,498,000 shares.

On September 21, 2004, the Board of Directors approved an amendment to the
Certificate of Incorporation of the Company to increase the number of authorized
common shares from 80,000,000 to 400,000,000. On the same day the increase was
approved by the holders of a majority of the issued and outstanding shares of
common stock, and a Certificate of Amendment was filed with the State of
Delaware.

On December 28, 2006, the Board of Directors approved an amendment to the
Certificate of Incorporation of the Company to decrease the number of authorized
common shares from 400,000,000 to 80,000,000. On the same day the increase was
approved by the holders of a majority of the issued and outstanding shares of
common stock, and a Certificate of Amendment was filed with the State of
Delaware.

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
The purpose of the 2005 Incentive Stock Option Plan (the "Stock Plan") is to
secure long-term relationships for the Company and its stockholders, from the
benefits arising from capital stock ownership by the Company's Officers,
Directors, Employees, Consultants and Advisors, who can help in the Company's
growth and success and to provide an effective means of compensation for such
persons and entities providing services to the Company in lieu of cash payments
therefore. The Stock Plan became effective as of the 1st day of July, 2005, and
shall expire on the 30th day of June, 2015, unless further extended by
appropriate action of the Board of Directors. The Board of Directors of the
Company may at any time, by appropriate action, suspend or terminate the Stock
Plan, or amend the terms and conditions of the Stock Plan.

Pursuant to the stock plan, 1,000,000 shares of common stock, par value $0.0001
per share, of Empire Global Corp., may be issued upon the exercise of stock
options or stock grants. Consultants, Advisors, Employees and Directors, to the
Company, or any of its subsidiary corporations, shall be eligible for
participation in the Stock Plan. Each person or entity acquiring shares of
Common Stock pursuant to the Stock Plan shall be acquiring such shares for
investment purposes only, and in lieu of cash compensation for services rendered
to the Company. A Compensation Committee appointed by the Board of Directors
shall determine the manner in which each option or stock grant shall be
exercisable and the timing and form of the purchase price to be paid by a
grantee upon the exercise of an option or stock grant under the Stock Plan. To
the extent provided in the option agreement, payment of the purchase price may
be in cash, part in cash, part by personal promissory note or in lieu of payment
for services performed. There are no restrictions on the resale of securities
purchased under the Stock Plan. The Stock Plan is not qualified under Section
401(a) of the Internal Revenue Code.

On July 26, 2005, options to purchase up to a total of 1,000,000 shares of
common stock were granted at an exercise price of $0.50 per share to two
consultants pursuant to Consulting Services Agreements entered into with the
Company to perform research and analysis work with respect to business planning
in the potential acquisition of technology based companies. The shares were
issued in lieu of payment for services performed or to be performed. The Company
relied on the exemption from the registration requirements of the Securities Act
provided by Rule 701 under the Securities Act. More details of the Stock Plan
and the shares issued pursuant to these consultant agreements can be found on
Form S-8 filed on July 27, 2005.

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.

Share exchange - IMM Investments Inc.

On July 9, 2004, the Company acquired 100% of IMM Investments Inc., thus making
IMM a wholly owned subsidiary of the Company. The Company acquired IMM from KJ
Holding Inc. an Ontario Corporation owned by Kalano Jang father of our former
Chairman Kalson Jang, by issuing KJ Holding Inc. 3,000,000 (21,000,000
post-forward split) restricted shares of the Company in exchange for 100% of the
issued and outstanding stock in IMM. Details of this transaction are available
on the Form 8-K filed on July 14, 2004 to announce the acquisition of IMM
Investments Inc. and the Form 8-K/A filed on December 3, 2004 to amend 8-K filed
on July 14, 2004. Items 2.01 and 9.01 were amended on this report.

Sale of Shares - Private Placements - Cancellation of Debt

On June 27, 2005 the Company completed a private placement by issuing a total of
2,088,720 (pre-split) shares of its common stock with a total value of $208,872
to an accredited investor in exchange for the cancellation of debt owed by the
Company respectively to the investor.

On July 27, 2005 the Company completed a private placement by issuing a total of
500,000 (pre-split) shares of its common stock with a total value of $150,000 to
an accredited investor in exchange for the cancellation of debt owed by the
Company to the investor.

On October 12, 2005 the Company completed a private placement by issuing a total
of 814,100 shares of its common stock with a total value of $472,178 to a group
of accredited investors in exchange for the cancellation of debt owed by the
Company respectively to each investor.

On August 21, 2006, the Company completed a private placement by issuing a total
of 7,236,300 shares of its common stock with a total value of $922,595 to a
group of accredited investors in exchange for the cancellation of debt owed by
the Company respectively to each investor.

On November 26, 2006, the Company completed a private placement by issuing a
total of 1,000,000 shares of its common stock with a total value of $127,495 to
First Federal Group in exchange for the cancellation of debt owed by the Company
for funds advanced for payment to SF Group our former Certifying Public
Accountant and rent for use of office space in New York.

On November 5, 2007, the Company completed a private placement by issuing a
total of 3,378,900 shares of its common stock with a total value of $405,468 to
a group of accredited investors in exchange for the cancellation of debt owed by
the Company respectively to each investor. During 2007 the Company received an
in-kind capital contribution of $1,600.

Sale of Shares, Private Placements, Cancellation of Debt Subsequent to Period
Subsequent to the period covered by this report,

Subsequent to the period covered by this report, on May 5, 2008, Empire
completed a private placement of 5,500,000 shares of its common stock. The
Company agreed to issue a total of 3,000,000 shares of common stock with a total
value of $200,000 to a private investor for a cash investment to the company, as
well as 2,500,000 shares of common stock with a total value of $250,000 to a
group of accredited investors in exchange for the cancellation of debt owed by
the Company to each investor.

The shares issued in each private placement are exempt from the registration
requirements of the Securities Act of 1933 (the "Act") pursuant to Section 4(2)
of the Act and Rule 506 promulgated thereunder. Each investor is an "accredited
investor" under the Act, and no form of general solicitation or general
advertising was conducted in connection with the private placements.

Each of the certificates representing shares of the Company's common stock
issued in each private placement contain restrictive legends preventing the
sale, transfer or other disposition of such shares, unless registered under the
Securities Act.

Share Exchange - Empire Global Acquisition Corp. (Returned and Cancelled)
On October 27, 2005 Empire Global Corp. acquired 100% of 501 Canada Inc. ("501")
through its wholly owned subsidiary Empire Global Acquisition Corp. ("EGAC")
Empire acquired 501 from the former shareholders of 501 by issuing to these
former shareholders 6,240,000 (post-reverse split) restricted shares of Empire
in exchange for 6,240,000 shares of EGAC that were acquired by the former 501
shareholders in exchange for 100% of the issued and outstanding stock in 501.
Details of this transaction are available on the Form 8-K filed on November 3,
2005 to announce the acquisition of 501 Canada Inc. and the Form 8-K/A filed on
November 3, 2005 to amend the Form 8-K filed on November 3, 2005. Audited
financial statements required under SEC regulations were attached and amended as
exhibits on the report Form 8-K/A. The agreement was contingent upon the
survival of material representations made by Hoi Ming Chan on October 27, 2005.
As a result of material misrepresentations made by Hoi Ming Chan which were
discovered post completion, the Company delivered a written "Notice of
Termination" to Hoi Ming Chan within the prescribed time as specified in the
Plan of Merger and Reorganization with 501 Canada Inc. The agreement to acquire
501 Canada Inc. was rescinded on October 1, 2007 by the Company and the
6,240,000 shares were cancelled. The Consolidated Statement of Shareholders'
Equity was given retroactive treatment to recognize the effect of the
cancellation of 501 Canada Inc.

Share Exchange - Excel Empire Limited (Returned and Cancelled)
On November 22, 2005 the Company instructed its transfer agent to issue shares
pursuant to the Plan of Merger and Reorganization with Excel Empire Limited
("Excel")(the "Excel Plan"). The shares where issued as consideration for the
shares of Excel to be acquired pursuant to the Excel Plan. The shares were to be
delivered upon closing and the effective completion of the Excel Plan. The
closing of the plan was defined as "5 pm on November 4, 2005" however; the
effective date is specified as "upon filing of a Certificate of Merger with the
Secretary of State of the State of Delaware". The agreement was amended on July
1, 2006 and was contingent upon the survival of termination provisions. Since
the conditions of closing were not met during the period covered by this report
a Certificate of Merger has not been filed with the Secretary of State of the
State Delaware as required pursuant to the Excel Plan. Excel neglected to
provide financial statements as required, as a result, the Company delivered a
written "Notice of Termination" to Xu Bing within the prescribed time period as
specified in the Plan of Merger and Reorganization with Excel Empire Limited as
amended. On May 5, 2008, Empire announced the cancellation of the 36,400,000
shares issued pursuant to the Plan of Merger and Reorganization with Excel
Empire Limited as amended.

REGISTRATION STATEMENTS

On July 27, 2005 Empire issued 500,000 shares each by way of S-8 registration to
two consulting firms for an aggregate total of 1,000,000 (pre-reverse split)
shares of its common stock. The consulting firms were engaged to assess and make
recommendations with respect to the Company's plans to enter into a merger and
reorganization with Vianet Direct, Inc. and subsequently Tradestream Global, AG.
Five Hundred Thousand (500,000) of these shares were subsequently subject to a
stop transfer and were the subject to legal proceedings that have been settled
as described elsewhere in this report.

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT

No stock repurchases were made by Empire or affiliated purchasers in a month
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

FORWARD-LOOKING STATEMENTS

This management discussion and analysis of financial condition and results of
operations ("MD&A") on Form 10-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact, including statements regarding
guidance, industry prospects or future results of operations or financial
position, made in this MD&A on Form 10-K are forward-looking. We use words such
as anticipate, believe, expect, future, intend, plan, aim, project, estimate,
will, should, could and similar expressions to identify forward-looking
statements. Forward-looking statements reflect management's current expectations
and are inherently uncertain. Factors that could cause our future results to
differ from these expectations include general economic conditions, particularly
as they affect our ability to acquire a target business and raise sufficient
working capital and the impact of foreign exchange fluctuations, changes in
global economic conditions and consumer spending. As a result, the
identification and interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable alternatives
requires the exercise of judgment. To the extent that the assumed events do not
occur, our outcome may vary substantially from our anticipated or projected
results, and accordingly, we express no opinion on the outcome of those
forward-looking statements and give no assurance that any of the assumptions
relating to the forward-looking statements are accurate. These risks and
uncertainties, as well as other risks and uncertainties that could cause our
actual results to differ significantly from management's expectations, are
described in greater detail in Item 1(C) of Part I, "Risk Factors", which
describes some, but not all, of the factors that could cause actual results to
differ significantly from management's expectations.

GENERAL

Empire was incorporated in the state of Delaware on August 26, 1998. Our
principal executive office is located in Toronto, Canada. Our operations from
activities in 2005 and in the first three quarters of 2006 consisted of
activities related to our investment in income producing commercial real estate
properties based in Toronto, Canada. In 2006, the Company investigated concerns
about the dismal performance of these assets and subsequently found grounds to
terminate and rescind the agreement to acquire these assets. The Company
abandoned the operations as of the end of the third quarter of 2006 and has been
seeking new business opportunities during the period covered by this report.

On July 9, 2004 we acquired 100% of the shares of IMM Investments Inc. ("IMM"),
an Ontario Corporation. IMM owns 5 million shares of common stock of Armistice
Resources Corp. Warrants to purchase an additional 5 million shares expired
in August 2008. Armistice shares trade on the Toronto Stock Exchange under the
symbol AZ. On June 17, 2005, our previous management entered into an agreement
to dispose of the shares of IMM in exchange for a promissory note. Empire
received no cash or other consideration. Subsequent to the period covered by
this report, the purchaser failed to respond to our requests for disclosures,
and therefore abandoned the agreement. This was deemed an Event of Default and
as a result we rescinded the agreement and recovered the shares of IMM
Investments Inc. Accordingly, the Company filed the appropriate documents and
tax returns with both the Ministry of Finance in Ontario and Canada Customs and
Revenue Agency reflecting the ownership of IMM. IMM is now a wholly owned
subsidiary of the Company. The 5 million common shares plus 5 million common
share warrants of Armistice owned by IMM are currently held in escrow as a
result of certain legal proceedings related to events involving our former
management as described elsewhere in this report. At time of this report, it is
unknown if the Company will recover these assets.

The Company's auditors have issued an opinion on our ability to continue as a
going concern. This means that its auditors believe there is doubt that the
Company can continue as an on-going business for the next twelve months unless
it obtains additional capital to pay its obligations. This is because the
Company has not generated any revenues and no revenues are anticipated until it
begins operations from a new business plan. Accordingly, we must raise cash from
sources such as investments by others in the Company and through possible
transactions with strategic or joint venture partners. The following discussion
and analysis should be read in conjunction with the financial statements of the
Company and the accompanying notes appearing under the caption "Financial
Statements and Supplementary Data."

PLAN OF OPERATION

At December 31, 2007 we had no cash and approximately $996,394 in assets.
Our cash flow requirement for the twelve-month period from January 2008 to
December 2008 was $283,121. Anticipated cash outflows are as follows:

ANTICIPATED CASH OUTFLOWS: Amount (USD)
------------

General and administrative expenses:
Consulting and Wages $ 50,000
Accounting 80,000
Legal 50,000
Office and General 2,000
------------
Total General and Administrative $ 182,000

Accounts payable due 101,121
============
Total 283,121
============

Working capital deficit: 156,273

Empire Consolidated General and Administrative Expenses:
The general and administrative expenses projection of $182,000 is based on the
actual expenses incurred during the two most recent years. Future general and
administrative expenses are anticipated to be similar to those incurred during
these most recent years.

Empire Consolidated Current Accruals Due:
The balance of the current accounts payable at December 31, 2007 due to various
parties for services rendered was approximately $101,121. Terms on these
accruals vary but they are all currently due on demand. On November 5, 2007 the
Company issued 3,378,900 shares for payment of debts owed by the Company, of
which 2,061,138 were allocated to pay $247,337 of the accounts payable due at
December 31, 2006 and on May 5, 2008 the Company issued 2,500,000 shares to pay
$175,000 of the accounts payable due at December 31, 2007.

Empire Additional Working Capital:
Additional working capital is not currently assessable since the Company is
seeking business opportunities but has not entered into any arrangement or
agreement. Therefore, the amount of working capital cannot be determined, if
any, at this time.

The company plans to fund the above operations, with loans and advances from our
current management and to execute private placements with related and other
parties over the next twelve months.

CASH INFLOWS

Research and Development:
The Company's plan of operation for the subsequent twelve months is actively
seeking an acquisition or new business opportunity, finding a business partner,
or locating a qualified company as a candidate for a business combination. We
are authorized to enter into a definitive agreement with a wide variety of
businesses without limitation as to their industry or revenues. It is not
possible at this time to predict with which company, if any, we will enter into
a definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.

We may seek a business opportunity with entities which have recently commenced
operations, or that may wish to utilize the public marketplace in order to raise
additional capital to expand their business, to develop a new product or
service, or for other corporate purposes. We may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries.

We are not limiting our search for business opportunities to any particular
industry; therefore, our management may not be experienced in matters relating
to the business of any such target and will rely upon its own reasonable efforts
in accomplishing our business purposes. The Company may employ outside
consultants or advisors to assist in the search for qualified target companies
in which case any outside consultants or advisors fees will need to be assumed
by the target business, as we have no cash assets with which to pay such
obligation.

In analyzing prospective business opportunities, management may consider factors
such as:

a. financial strength and quality of managerial resources;
b. history of operations, if any;
c. the available empirical and technical data;
d. the availability of audited financial statements;
e. the nature of its present business and future prospects;
f. specific risk factors associated with the proposed activities;
g. the potential for profit, growth or expansion;
h. the perceived public recognition or acceptance of products, services, or
trades;
i. public identity; and other relevant factors.

Our Management does not have the capacity to conduct exhaustive due diligence of
a target business as might be undertaken by a venture capital fund or similar
institution. As a result, management may elect to merge with a target business
which has one or more undiscovered shortcomings and may, if given the choice to
select among target businesses, fail to enter into an agreement with the most
investment-worthy target business.

Following a business combination we may benefit from the services of others in
regard to accounting, legal services, underwritings and corporate public
relations. If requested by a target business, management may recommend one or
more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

A potential target business may have an agreement with a consultant or advisor,
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target business may be presented to us
only on the condition that the services of a consultant or advisor are continued
after a merger or acquisition. Such pre-existing agreements of target businesses
for the continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target business.

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. On the consummation of a transaction, our
present management and stockholders may no longer control the Company. In
addition, it is likely that our officers and directors will, as part of the
terms of the acquisition transaction, appoint one or more new officers and
directors.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon an exemption from registration under applicable federal
and state securities laws. In some circumstances however, as a negotiated
element of a transaction, we may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have entered
into an agreement for a business combination or have consummated a business
combination. Although there can be no assurance that a market for our common
stock will develop or be sustained, the issuance of additional securities and
their potential sale into any trading market may depress the market value of our
securities in the future.

While the terms of a business transaction to which we may be a party cannot be
predicted, it is expected that the parties to the business transaction will
desire to avoid the creation of a taxable event and thereby structure the
acquisition in a tax-free reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.

With respect to any merger or acquisition negotiations with a target business,
management expects to give specific attention to the overall dilutive effect
such a transaction would have on existing shareholders in exchange for the
target business. Any merger or acquisition effected by us may have a dilutive
effect on the percentage of shares held by our stockholders at such time,
therefore, depending upon, among other things, the target business's assets and
liabilities, our stockholders will in all likelihood hold a lesser percentage
ownership interest in Empire.

No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target business.

As of the date of this report, management has not made any final decision
concerning or entered into any written agreements for a business combination.
When any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Readers of this Annual Report are encouraged to refer to
our filings with the SEC to determine if we have subsequently filed a Form 8-K.

We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes (but has not conducted any research to confirm) as previously described
in this report that there are numerous firms in various industries seeking the
perceived benefits of a publicly registered corporation. Such perceived benefits
may include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, increasing the opportunity to use securities
for acquisitions, and providing liquidity for our stockholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely
difficult and complex. We can provide no assurance that we will be able to
locate compatible business opportunities.

OPERATIONS REVIEW

We have no cash to satisfy our working capital needs for the next year,
therefore, over the subsequent twelve months we plan to seek new business
opportunities. We anticipate funding our working capital needs through the
issuance of common stock to independent contractors, the equity capital markets,
private advances and loans. Although the foregoing actions are expected to cover
our anticipated cash needs for working capital and capital expenditures for at
least the subsequent twelve months, no assurance can be given that we will be
able to raise sufficient funds to meet our cash requirements.

We are not currently conducting and do not anticipate conducting any research
and development activities in the foreseeable future. If we enter into a new
business opportunity, we may be required to hire additional employees,
independent contractors as well as purchase or lease additional equipment.

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

RELATED PARTY TRANSACTIONS

The amount due to related parties at December 31, 2007, is $57,500. None of the
amounts due to related parties bear interest, have any fixed terms of repayment
or are secured.

COMPARISONS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Overall Results of Operations
The historical financial information about the Company upon which to base an
evaluation of our performance has been interrupted by a number of failed
business ventures. Accordingly, comparisons with prior periods are not
meaningful. As described in Note 6 to the Consolidated Financial Statements
presentation of certain prior period amounts have been reclassified to segregate
discontinued operations from continuing operations so that both years are
comparative.

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.

For the year ended December 31, 2007, we had a net loss from continuing
operations of $232,118 or a $0.03 net loss per share, which was an increase of
$2,255 in net loss from our net loss of $229,863 or a $0.03 net loss per share
from continuing operations for the year ended December 31, 2006. Our losses
are primarily due to administrative legal costs and legal fees associated with
the discontinuance and subsequent rescission of 501 Canada Inc. and Excel Empire
Limited which were reported as discontinued operations.

Revenues
Prior to reorganization of the Company in 2005 we had no revenue and as a result
of the rescission of the 501 Plan and the IMM Agreement the Company has no
revenues for the period covered by this report. We do not expect to generate any
revenue, unless we are able to merge with a revenue producing business
opportunity.

Expenses
General and administrative expenses represented the bulk of our net operating
results. The expenses relating to continuing operations increased approximately
1% from $229,863 in 2006 to $207,118 in 2007. The Company incurred expenses
related to discontinued operations of $251,940 and $1,092,036 in 2007 and 2006
respectively the details of which are found in Note 6 to the Consolidated
Financial Statements and elsewhere in this report.

During 2007, we issued 3,378,900 restricted common shares to accredited
investors, in exchange for the elimination of $405,468 of recorded expenses and
on May 5, 2008 we issued 2,500,000 to eliminate an additional $175,000 of
recorded expenses. During the subsequent twelve month period our operating costs
are expected to decrease due to the limited scope of work and expenses are
anticipated to be incurred for continued legal proceedings and active pursuit of
new viable business ventures.

Net Income/Loss
The Net loss of $484,058 recorded for the year ended December 31, 2007 included
loss from discontinued operations of $251,940 incurred during the fiscal year
2007. The lossses associated with continued operations of $232,117 versus
$229,863 for the years ended December 31, in 2007 and 2006 respectively were due
primarily to general and administrative expenses.

Assets and Liabilities

Assets
At December 31, 2007 we had no cash and our total assets were $996,393.

Liabilities
Our current liabilities of continuing operations at December 31, 2007 were
$158,621 versus $357,150 in 2006. The decrease is a result of stock based
payments described elsewhere. These liabilities are primarily accounts
payable and advances from related parties. At September 30, 2006, we ceased
operations of 501 Canada Inc. therefore, the mortgages and outstanding
liabilities of the discontinued operations attributed to the 501 assets
previously acquired by the Company and are no longer recorded.

On May 5, 2008, the company issued 2,500,000 shares of common stock to pay
$175,000 towards accounts payable and accrued liabilities at December 31, 2007.

Results of discontinued operations
During 2004, we operated our subsidiaries as continuing operations. During 2005,
we abandoned our efforts to acquire certain technology company interests and as
of December 31, 2005, we reorganized the operations of our subsidiary to be an
operating entity.

In June 2005, the Company announced that it had disposed of it's holdings in IMM
and Montebello. On September 29, 2005 due to a default of the Montebello
Agreement by Brookstreet Capital Corp., the Company recovered the shares of
Montebello Investments and reinstated Montebello as a wholly owned subsidiary.
Subsequent to the period covered by this report, the Company notified Blazing
Holdings Inc. that Blazing Holdings was in default of the terms of the IMM
Agreement, therefore, on October 1, 2007, the Company terminated and rescinded
the IMM Agreement and reinstated IMM as a wholly owned subsidiary and returned
the values of IMM to our books and records.

Following is a discussion of the results of the Company's divestment in the
operations of EGAC and 501 Canada Inc. (amalgamated) formerly a wholly owned
subsidiary of the Company.

On September 30, 2006, EGAC formerly our wholly owned subsidiary failed to
provide financial records to the Company. The Company notified the former
shareholder of 501 of material misrepresentations and breaches of several
representations and warrantees made in the 501 Plan. The former shareholder was
given notice within the time period prescribed by the 501 Plan to respond to and
remedy the discrepancies, however, the notice was ignored. As a result, the
Company discontinued the operations of our subsidiary EGAC on September 30,
2006, formally rescinded the 501 Plan and cancelled 6,240,000 shares issued
pursuant to the 501 Plan on October 1, 2007.

Loss from Discontinued Operations

For the period January 1, 2007 to December 31, 2007 and January 1, 2006 to
December 31, 2006, in connection with the rescission, we incurred losses of
$251,940 in 2007 and $1,092,036 in 2006 respectively and recorded a gain of
$1,321,983 on the disposal of our subsidiary and a loss of $2,204,324 on
disposal of the Promissory Note for a net loss on discontinued operations of
$1,974,377 in 2006 an explanation of which is provided in detail in Note 6 to
the Consolidated Financial Statements.

Liquidity and capital resources

At December 31, 2007, the Company had total assets of $996,393 and current
liabilities of $158,621. We have not generated cash flow from operations,
consequently, we have been dependent upon cash advances from related or other
parties and private investors as well as the issuance of our common stock to
fund our cash requirements. Specifically, we issued 3,378,900 shares and
2,500,000 shares of common stock in 2007 and 2008 respectively in lieu of cash
due to a number of independent contractors and a third party on December 31,
2007. The contractors submitted invoices for time and out of pocket expenses.

The notes to our consolidated financial statements as of December 31, 2007,
contain footnote disclosure regarding our uncertain ability to continue as a
going concern. We have no revenues to cover our expenses, and we have an
accumulated deficit of $4,012,132. As of December 31, 2007, we had $158,621 in
current liabilities, when this is offset against our current assets of $2,348
we are left with a working capital deficit of $156,273 and as such we cannot
assure that we will succeed in achieving a profitable level of operations
sufficient to meet our ongoing cash needs or in locating a viable business
opportunity.

No trends have been identified which would materially increase or decrease our
results of operations or liquidity. We will need to raise significant additional
operating capital to finance our operations and to acquire sources of operating
revenues. Due to our poor financial condition, raising capital will be very
difficult and expensive. The Company will seek funds from possible strategic and
joint venture partners and financing to cover any short term operating deficits
and provide for long term working capital. No assurances can be given that the
Company will successfully engage strategic or joint venture partners or
otherwise obtain sufficient financing through the sale of equity.

Below is a discussion of our sources and uses of funds for the year ended
December 31, 2007.

CASH FLOWS

Prior period amounts have been reclassified to segregate cash flows from
discontinued operations versus cash flows from continuing operations.

Net Cash Used In Operating Activities
Net cash used in operating activities of continuing operations during the year
ended December 31, 2007 was $353,528. An in-kind contribution provided $1,600
while our net loss arises primarily from business development fees, consulting
and professional fees associated with the planned completion and subsequent
rescission of the Excel Agreement as well as legal fees and charges associated
with legal proceedings initiated by the former 501 shareholders.

Net Cash Used In Investing Activities
There were no investing activities in 2007.

Net Cash Provided By Financing Activities
During the year ended December 31, 2007, cash provided by financing activities
was $25,000 due to advances from related parties.

OFF BALANCE-SHEET ARRANGEMENTS

We have no off-balance sheet arrangements and no non-consolidated,
special-purpose entities.

INCOME TAXES

Note 10 of the financial statements included in this report sets out our
deferred tax assets as of December 31, 2007 and 2006. We have established a 100%
valuation allowance, as we believe it is more likely than not that the deferred
tax assets will not be realized.

We based the establishment of a 100% valuation allowance against our deferred
tax assets on our current operating results. If our operating results improve
significantly, we may have to record our deferred taxes in our consolidated
financial statements, which could have a material impact on our financial
results.

CONTINGENCIES AND COMMITMENTS

We had no contingencies or long-term commitments at December 31, 2007.

CONTRACTUAL OBLIGATIONS

We had no contractual obligations at December 31, 2007.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

We have funded our operations primarily through cash injections from related and
other parties.

IMPACT OF 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

The functional and reporting currency of the Company is the U.S. dollar, while
the functional and reporting currency for IMM Investments Inc., a wholly-owned
Canadian subsidiary, is the Canadian dollar. Accordingly, the Company is exposed
to foreign currency translation gains or losses as the relationship between the
Canadian dollar and United States dollar fluctuates. Increases in the value of
the Canadian dollar against the U.S. dollar will result in foreign exchange
transaction gains and decreases in the value of the Canadian dollar will result
in foreign exchange transaction losses. Other than for revenues from dividends
if earned from assets owned by IMM in Canada, all other transactions involving
the Company are generally denominated in U.S. dollars. (See Note 3 (k) of Notes
to Financial Statements).

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 3(o) "Recently Accounting Pronouncements" of Notes to Financial
Statements.

EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

On July 1, 2006 the Company amended the Excel Plan first entered into on
November 4, 2005. The amendment required Excel to provide financial statements
to the Company prepared in accordance with the Generally Accepted Accounting
Principals of the United States and Item 310 B of Regulation S-B. Excel had not
provided proper statements. Therefore on May 5, 2008, the Company cancelled
36,400,000 shares issued pursuant to the Excel Plan which were held in escrow
contingent upon completion of the Excel Plan.

ABILITY TO CONTINUE AS A GOING CONCERN

We have suffered recurring losses from operations and are in serious need of
additional financing. These factors among others indicate that we may be unable
to continue as a going concern, particularly in the event that we cannot obtain
additional financing or, in the alternative, complete a merger or acquisition.
Our continuation as a going concern depends upon our ability to generate
sufficient cash flow to conduct our operations and our ability to obtain
additional sources of capital and financing.

There is no assurance that we will be able to accomplish all or any of these
items. In the event that these events do not take place, we will in all
probability not be able to continue as a going concern.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Empire 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.
(FORMERLY TRADESTREAM GLOBAL CORP.)

CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 and 2006

CONTENTS

Report of Independent Registered Public Accounting Firm F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Operations and Comprehensive Loss F-4

Consolidated Statements of Changes in Stockholders' Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7 - F-23

- F1 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Empire Global Corp.

We have audited the accompanying consolidated balance sheets of Empire Global
Corp, formerly Tradestream Global Corp. ("the Company"), and subsidiary as of
December 31, 2007 and 2006 and the related statements of operations and
comprehensive loss, changes in stockholder's equity, and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit 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 misstatements. 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. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as 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 present fairly, in all
material respects, the financial position of the Company as of December 31, 2007
and 2006 and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has incurred significant losses from operations since its inception and
has incurred a net loss, which substantially exceeds its working capital and has
not yet established any source of revenues. These conditions 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 financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Bernstein & Pinchuk LLP

New York, New York
October 15, 2009

- F2 -

EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Balance Sheets

Years ended December 31,
2007 2006
------------ ------------
US$ US$

ASSETS

Current Assets
Pre-paid and sundry assets of
continuing operations 2,348 101,433
Assets of discontinued operations - -
------------ ------------

Total Current Assets 2,348 101,433

Property and equipment, net 5,729 7,163
Investment in Armistice Resources Corp. 986,589 839,207
Organization Cost 1,727 1,469
------------ ------------

996,393 949,272
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities of
continuing operations 101,121 324,650
Advances from related parties 57,500 32,500
Liabilities of discontinued operations - -
------------ ------------

Total Current Liabilities 158,621 357,150

Commitments and Contingencies - -

Stockholders' Equity
Preferred Stock, $0.0001 par value, 20,000,000
shares authorized, none issued and outstanding - -
Capital Stock, $0.0001 par value, 80,000,000
shares authorized, shares issued and outstanding
15,675,800 (2007) and 9,796,900 (2006) 1,568 980
Additional paid in capital 4,700,696 4,119,216
Accumulated other comprehensive income 147,640 -
Deficit (4,012,132) (3,528,074)
------------ ------------
Total Stockholders' Equity 837,772 592,122
------------ ------------

996,393 949,272
============ ============

See notes to consolidated financial statements

- F3 -

EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Statements of Operations and Comprehensive Loss

Years ended December 31,
2007 2006
------------ ------------
US$ US$

Revenue from continuing operations - -

General and administrative expenses 207,118 229,863
------------ ------------

Other expense
Legal Claim Settlement Costs 25,000 -
------------ ------------

Loss from continuing operations before income taxes (232,118) (229,863)
Income taxes - -
------------ ------------
Loss from continuing operations (232,118) (229,863)

Loss on disposal of note receivable - discontinued
operations - (2,204,324)
Gain on rescission of subsidiary - discontinued
operations - 1,321,983
General and Administrative expenses of discontinued
operations (251,940) (1,092,036)
------------ ------------
Loss on discontinued operations (251,940) (1,974,377)
------------ ------------
Net Loss (484,058) (2,204,240)

Foreign currency translation adjustment 147,640 -
------------ ------------
Comprehensive Loss (336,418) (2,204,240)
============ ============

Loss per common share - basic and fully diluted
- continuing operations (0.03) (0.03)
- discontinued operations (0.03) (0.28)
Total loss per common share - basic and fully diluted (0.05) (0.31)
============ ============
Basic and fully diluted weighted average number of
shares outstanding 9,261,486 7,059,050

See notes to consolidated financial statements

- F4 -

EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Statements of Changes in Stockholders' Equity

Accumulated
Common Additional Other Total
Stock Paid-In Comprehensive Accumulated Stockholders'
Shares Par Value Capital Income Deficit Equity
-------------------------------------------------------------------------------------

Balance - January 1, 2005 6,814,980 682 2,592,933 (39,326) (220,838) 2,333,451

Shares issued for debt 20,887 2 (2) - - -
Shares issued for services 100,000 10 (10) - - -
Shares issued for debt 50,000 5 (5) - - -
Shares issued on contingent acquisition
of Excel Empire Limited 36,400,000 3640 15,284,360 - - 15,288,000
Shares cancelled on rescission
of Excel Empire Limited (36,400,000) (3640) (15,284,360) - - (15,288,000)
Shares issued for debt in 2005 814,100 81 472,097 - - 472,178
Foreign currency
translation adjustment - - 14,442 - 14,442
Net loss (restated) - - - (1,102,996) (1,102,996)
-------------------------------------------------------------------------------------

Balance - December 31, 2005
(Restated) 7,799,967 780 3,065,013 (24,884) (1,323,834) 1,717,075

Foreign currency
translation adjustment - - 24,884 - 24,884
Transfer Agent Adjustment 633 - - - - -
Shares issued for contractor services 7,236,300 724 921,871 - - 922,595
Retirement of treasury stock (6,240,000) (624) 624 - - -
Shares issued to third party 1,000,000 100 127,395 - - 127,495
In-kind contribution - 4,313 - - 4,313
Net loss - - - (2,204,240) (2,204,240)
-------------------------------------------------------------------------------------
Balance
December 31, 2006 9,796,900 980 4,119,216 - (3,528,074) 592,122

Foreign currency
translation adjustment - - 147,640 - 147,640
Shares issued for contractor services 3,378,900 338 405,130 - - 405,468
Shares issued for contractor services 2,500,000 250 174,750 - - 175,000
In-kind contribution - 1,600 - - 1,600
Net loss - - - (484,058) (484,058)
-------------------------------------------------------------------------------------
Balance
December 31, 2007 15,675,800 1,568 4,700,696 147,640 (4,012,132) 837,772
=====================================================================================

See notes to consolidated financial statements

- F5 -

EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Statements of Cash Flows

Years ended December 31,
2007 2006
------------ ------------
US$ US$

Cash Flows from Operating Activities
Net loss (484,058) (2,204,240)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 1,434 1,791
In-kind contribution 1,600 4,313
Loss on discontinued operations 251,940 1,974,377

Changes in operating assets and liabilities
Accounts payable and accrued liabilities (223,529) 324,650
Prepaid and sundry assets 99,085 (91,445)
------------ ------------

Net cash provided by (used in) operating activities (353,528) 9,446
------------ ------------
Cash Flow from Discontinued Operations 180,888 (316,132)
------------ ------------

Cash Flows from Financing Activities
Advances from related parties 25,000 32,500
------------ ------------
Net cash provided by financing activities 25,000 32,500
------------ ------------

Effect of foreign exchange fluctuation in cash 147,640 -

Net decrease in cash and cash equivalents - (274,186)

Cash and cash equivalents - beginning of year - 274,186
------------ ------------
Cash and cash equivalents - end of year - -
============ ============

Supplemental disclosure of cash flow information:

Cash paid during the year for:
Interest paid - -
============ ============
Income taxes paid - -
============ ============

Supplemental items not affecting cash:

Investment in Armistice Resources Corp. - 840,676
Common Stock issued for debt 580,468 1,050,090
------------ ------------

(See also Note 6 for disclosures of discontinued operations not affecting cash)

See notes to consolidated financial statements

- F6 -

EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Notes to Consolidated Financial Statements

1. Nature of Business and Operations

Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of
Delaware on August 26, 1998 as Pender International Inc. In 2005, pursuant to
two failed proposals to enter into the technology business the Company changed
its name to Vianet Technologies Group Ltd. and subsequently to Tradestream
Global Corp. On September 30, 2005 contemporaneously with a change in management
and business plan changed its name to Empire Global Corp. The Company's
principal executive offices are headquartered in Toronto, Canada.

In June 2004, the Company acquired IMM Investments Inc. an Ontario Corporation
in exchange for 210,000 (21 million pre-reverse stock splits) shares paid to the
former shareholder of IMM thereby making IMM a wholly owned subsidiary. As
described in Note 9 - Recovery of IMM Investments Inc., IMM owns 5 million
(20 million pre reverse stock split) shares of Armistice Resources Corp. a
mining company in Northern Ontario. In June 2005, the Company sold its interests
in IMM in exchange for a Promissory Note of $3,000,000 plus interest accrued to
maturity and secured by the shares of IMM. As described in Note 8 - Notes
Receivable, the Note has been cancelled and the shares of IMM recovered by the
Company.

On November 17, 2005 the Company acquired 501 Canada Inc. an Ontario Corporation
through Empire Global Acquisition Corp. (EGAC) our wholly owned subsidiary in
exchange for 6,240,000 shares paid to the former shareholder of 501. As
explained in Note 6 - Discontinued Operations, on September 30, 2006, the
Company discontinued the 501 business and cancelled the 6,240,000 shares issued
and eliminated the assets and liabilities associated with 501.

As a result of the above, the Company has an interest in Armistice Resources
Corp. and is actively seeking new business opportunities.

During the year ended December 31, 2007 the Company incurred business
development fees aggregating $103,060 in connection with discontinued operations
to a Company controlled by the Company's former Chief Executive Officer.

2. Going Concern

These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America with
the assumption that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business.

The Company has incurred continuing losses amounting to $934,159 and total
losses of $4,012,132 including losses from discontinued operations of $3,077,973
since inception. Continuation as a going concern is uncertain and dependant upon
obtaining additional sources of financing to sustain its operations and
achieving future profitable operations, the outcome of which cannot be predicted
at this time. In the event the Company cannot obtain the necessary funds, it
will be unlikely that the Company will be able to continue as a going concern.
Management plans to mitigate its losses in future years by significantly
reducing its operating expenses and seeking out new business opportunities.
However, there is no assurance that the Company will be able to obtain
additional financing, reduce their operating expenses or be successful in
locating or acquiring a viable business.

The consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.

- F7 -

3. Summary of Significant Accounting Policies

a) Basis of Financial Statement Presentation

A reverse merger between the Company and 501 Canada Inc. was originally recorded
as a recapitalization of the Company, with the net assets of the Company brought
forward at their historical basis. Management does not intend to pursue the
business of the Company as described in Note 1 and accordingly has changed the
nature of the business.

The weighted average and loss per share have been reclassified for each period
to reflect cancellation of the shares issued to shareholders of the subsidiary
at acquisition.

These consolidated financial statements include the accounts of the Company and
IMM Investments Inc. a wholly owned subsidiary, Montebello Developments Corp.,
an inactive wholly owned subsidiary, as well as results from the discontinued
operations of Empire Global Acquisition Corp. ("EGAC").

b) Reclassifications

Certain prior period amounts in the accompanying consolidated financial
statements have been reclassified to conform to the current period's
presentation. These reclassifications had no effect on the consolidated results
of operations or financial position for any period presented.

c) Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and cash deposited with
financial institutions, including money market accounts, and commercial paper
purchased with an original maturity of three months or less.

d) Use of Estimates

In preparing the Company's financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenue and expenses
during the reporting periods. Actual results could differ from those estimates.

- F8 -

e) Equipment and Depreciation

Revenue producing real estate and equipment are stated at cost less accumulated
depreciation. Depreciation, based on the estimated useful lives of the assets,
is provided annually as follows:

Equipment 20% Declining Balance

As described in Note 6 the Company discontinued the operations of its former
subsidiary EGAC as of the period ended December 31, 2006. As a result of the
discontinued EGAC operations the revenue producing real estate and the
depreciation associated with these assets are no longer be reflected.

f) Organization Costs

Organization costs are recorded at cost and is not amortized as its life is
deemed to be indefinite. The cost is tested annually for impairment in
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets". The
impairment test consists of comparing the fair value of the incorporation cost
with its carrying amount. If the carrying amount exceeds the fair value, an
impairment loss is recognized in an amount equal to the excess. As of December
31, 2007 and 2006, no impairment losses related to these items have been
identified.

g) Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for
Income Taxes". Deferred tax assets and liabilities are recorded for differences
between the financial statement and tax basis of the assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted tax
laws and rates. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
recorded for the amount of income tax payable or refundable for the period
increased or decreased by the change in deferred tax assets and liabilities
during the period.

h) Impairment of Long Lived Assets

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long Lived Assets", long lived assets to be held and used are analyzed for
impairment whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company evaluates at each balance
sheet date whether events and circumstances have occurred that indicate possible
impairment. If there are indications of impairment, the Company uses future
undiscounted cash flows of the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. In the event
such cash flows are not expected to be sufficient to recover the recorded asset
values, the assets are written down to their estimated fair value. Long lived
assets to be disposed of are reported at the lower of carrying amount or fair
value of asset less cost to sell.

i) Fair Value of Financial Instruments

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

j) Allowance for Doubtful Accounts and Notes Receivable

We are required to make judgments as to the collectability of accounts and notes
receivable based on established aging policy, historical experience, future
expectations and other criteria as described in Note 8 - Note Receivable. The
allowances for doubtful accounts represent allowances for our note receivable
that is estimated to be partially or entirely uncollectible. The allowance is
used to reduce the note receivable to its net realizable value. The total
allowance for the note receivable in 2006 was originally $3,343,125. This was
reduced to $2,204,324 in 2006 a reduction of $1,138,801 and was eliminated in
connection with the rescission of the transaction in 2006.

- F9 -

k) Foreign Currency Translation

The Company accounts for foreign currency translation pursuant to SFAS No. 52,
"Foreign Currency Translation". The Company's functional currency was the
Canadian dollar. Assets and liabilities are translated into United States
dollars using the current exchange rate, while revenues and expenses are
translated using the average exchange rates prevailing throughout the year.
Translation adjustments are included in other comprehensive income for the
period.

During the year ended December 31, 2006 the Company discontinued the operations
of its wholly owned subsidiary EGAC (501) for which the operational currency was
the Canadian Dollar. All remaining expenses where incurred in US Dollars.

l) Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income.", SFAS
No. 130 establishes standards for reporting and presentation of comprehensive
income and its components in a full set of financial statements. Comprehensive
income is presented in the statements of operations, and 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 recognized in
accordance with SFAS 87. SFAS No. 130 requires only additional disclosures in
the financial statements and does not affect the Company's results of
operations.

m) Loss Per Share

Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. As of
December 31, 2007 and 2006, the Company had no dilutive common stock
equivalents, such as stock options or warrants.

n) Concentration of Credit Risk

SFAS No. 105, "Disclosure of Information About Financial Instruments with Off
Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk",
requires disclosure of any significant off balance sheet risk and credit risk
concentration. The Company believes it does not have significant off balance
sheet risk or credit concentration.

o) Recent Accounting Pronouncements

In March 2005, the FASB issued FASB Staff Position ("FSP") No. 46(R) 5,
"Implicit Variable Interests under FASB Interpretation No. ("FIN") 46 (revised
December 2003), Consolidation of Variable Interest Entities" ("FSP FIN 46R 5").
FSP FIN 46R 5 provides guidance for a reporting enterprise on whether it holds
an implicit variable interest in Variable Interest Entities ("VIEs") or
potential VIEs when specific conditions exist. This FSP is effective in the
first period beginning after March 3, 2005 in accordance with the transition
provisions of FIN 46 (revised December 2003), "Consolidation of Variable
Interest Entities an Interpretation of Accounting Research Bulletin No. 51"
("FIN 46R"). The adoption of FSP FIN 46R 5 did not have an impact on the
Company's results of operations and financial position in 2007.

- F10 -

In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"), which will result in (1)
more consistent recognition of liabilities relating to asset retirement
obligations, (2) more information about expected future cash outflows
associated with those obligations, and (3) more information about investments in
long lived assets because additional asset retirement costs will be recognized
as part of the carrying amounts of the assets. FIN 47 clarifies that the term
"conditional asset retirement obligation" as used in SFAS No. 143, "Accounting
for Asset Retirement Obligations", refers to a legal obligation to perform an
asset retirement activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within the control of the
entity. The obligation to perform the asset retirement activity is unconditional
even though uncertainty exists about the timing and/or method of settlement.
Uncertainty about the timing and/or method of settlement of a conditional asset
retirement obligation should be factored into the measurement of the liability
when sufficient information exists. FIN 47 also clarifies when an entity would
have sufficient information to reasonably estimate the fair value of an asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. The adoption of FIN 47 in 2005 did not have a
material impact on the financial position or results of operations of the
Company.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections", which replaces APB Opinion No. 20, "Accounting Changes", and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements An
Amendment of APB Opinion No. 28". SFAS No. 154 provides guidance on the
accounting for and reporting of changes in accounting principles and error
corrections. SFAS No. 154 requires retrospective application to prior period
financial statements of voluntary changes in accounting principle and changes
required by new accounting standards when the standard does not include specific
transition provisions, unless it is impracticable to do so. SFAS No. 154 also
requires certain disclosures for restatements due to correction of an error.
SFAS No. 154 is effective for accounting changes and corrections of errors made
in fiscal years beginning after December 15, 2005, and is required to be adopted
by the Company as of January 1, 2006. The impact that the adoption of SFAS
No. 154 will have on the Company's results of operations and financial condition
will depend on the nature of future accounting changes adopted by the Company
and the nature of transitional guidance provided in future accounting
pronouncements. Note 10 describes the effect of certain restatements to previous
filed financial reports.

In February 2006, the FASB issued SFAS No. 155 ("SFAS 155"), "Accounting for
Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133
and 140". This Statement amends FASB Statements No. 133, "Accounting for
Derivative Instruments and Hedging Activities", and No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". This Statement resolves issues addressed in Statement 133
Implementation Issue No. D1, "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets." This statement is effective for
all financial instruments acquired or issued after the beginning of an entities
first fiscal year that begins after September 15, 2006. Adoption of SFAS 155 did
not have a material impact on the Company's consolidated financial statements.

In March 2006, the FASB issued SFAS No. 156 ("SFAS 156"), "Accounting for
Servicing of Financial Assets - an amendment of FASB Statement No. 140".
SFAS 156 amends SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities," with respect to accounting
for separately recognized servicing assets and servicing liabilities. SFAS 156
is effective for fiscal years that begin after September 15, 2006, with early
adoption permitted as of the beginning of an entity's fiscal year. The Company
does not have any servicing assets or servicing liabilities and, accordingly,
the adoption of SFAS 156 did not have a material impact on the Company's
consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48 ("Interpretation No. 48
or FIN 48"), "Accounting for Uncertainty in Income Taxes". Interpretation No. 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS No. 109, "Accounting
for Income Taxes". Interpretation No. 48 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. Interpretation
No. 48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition.
Interpretation No. 48 is effective beginning January 1, 2007.

- F11 -

The Company adopted the provisions of FIN 48 on January 1, 2007. FIN 48 provides
detailed guidance for the financial statement recognition, measurement and
disclosure of uncertain tax positions recognized in the financial statements in
accordance with SFAS 109. Tax positions must meet a "more-likely-than-not"
recognition threshold at the effective date to be recognized upon the adoption
of FIN 48 and in subsequent periods. The adoption of FIN 48 had an immaterial
impact on the Company's consolidated financial position and did not result in
unrecognized tax benefits being recorded. Accordingly, no corresponding interest
and penalties have been accrued. The Company files income tax returns in the
U.S. federal and state jurisdictions. There are currently no federal or state
income tax examinations underway for these jurisdictions. Furthermore, the
Company is no longer subject to U.S. federal income tax examinations by the
Internal Revenue service for tax years before 2003 and for state and local tax
authorities for years before 2002. The Company does, however, have net operating
losses which remain open for examination.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS
No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and enhances disclosures about fair value measures
required under other accounting pronouncements, but does not change existing
guidance as to whether or not an instrument is carried at fair value. SFAS
No. 157 will be effective for the Company on January 1, 2008. Adoption of SFAS
No. 157 is not expected to have a significant impact on our consolidated
financial statements.

In February 2007, the FASB issued SFAS No. 159 ("SFAS 159"), "The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115". SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected will be
recognized in earnings at each subsequent reporting date. SFAS 159 will be
effective for the Company on January 1, 2008. Adoption of SFAS 159 is not
expected to have a material impact on the Company's consolidated financial
statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS
141(R)"), which replaces SFAS 141, Business Combinations, requires an acquirer
to recognize the assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions. This Statement also
requires the acquirer in a business combination achieved in stages to recognize
the identifiable assets and liabilities, as well as the non-controlling interest
in the acquiree, at the full amounts of their fair values. SFAS 141(R) makes
various other amendments to authoritative literature intended to provide
additional guidance or to confirm the guidance in that literature to that
provided in this Statement. This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. We do not
expect adoption of SFAS 141(R) to have a significant impact on our consolidated
financial statements.

- F12 -

In December 2007, the Emerging Issues Task Force ("EITF") of the FASB reached a
consensus on Issue No. 07-1, Accounting for Collaborative Arrangements ("EITF
07-1"). The EITF concluded on the definition of a collaborative arrangement and
that revenues and costs incurred with third parties in connection with
collaborative arrangements would be presented gross or net based on the criteria
in EITF 99-19 and other accounting literature. Based on the nature of the
arrangement, payments to or from collaborators would be evaluated and its terms,
the nature of the entity's business, and whether those payments are within the
scope of other accounting literature would be presented. Companies are also
required to disclose the nature and purpose of collaborative arrangements along
with the accounting policies and the classification and amounts of significant
financial-statement amounts related to the arrangements. Activities in the
arrangement conducted in a separate legal entity should be accounted for under
other accounting literature; however required disclosure under EITF 07-1 applies
to the entire collaborative agreement. This Issue is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years, and is to be applied retrospectively
to all periods presented for all collaborative arrangements existing as of the
effective date. We do not expect Adoption of EITF 07-1 to have a significant
impact on our consolidated financial statements.

In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements ("SFAS 160"), which amends Accounting Research
Bulletin No. 51, Consolidated Financial Statements, to improve the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements. SFAS 160 establishes
accounting and reporting standards that require the ownership interests in
subsidiaries not held by the parent to be clearly identified, labelled and
presented in the consolidated statement of financial position within equity, but
separate from the parent's equity. This statement also requires the amount of
consolidated net income attributable to the parent and to the non-controlling
interest to be clearly identified and presented on the face of the consolidated
statement of income. Changes in a parent's ownership interest while the parent
retains its controlling financial interest must be accounted for consistently,
and when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary must be initially measured at fair value.
The gain or loss on the deconsolidation of the subsidiary is measured using the
fair value of any non-controlling equity investment.

The Statement also requires entities to provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners. This Statement applies prospectively to
all entities that prepare consolidated financial statements and applies
prospectively for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. We do not expect adoption of SFAS 160
to have a significant impact on our consolidated financial statements.

In June 2007, the EITF of the FASB reached a consensus on Issue No. 07-3,
Accounting for Nonrefundable Advance Payments for Goods or Services Received
for Use in Future Research and Development Activities ("EITF 07-3"). EITF 07-3
requires that non-refundable advance payments for goods or services that will be
used or rendered for future research and development activities should be
deferred and capitalized. As the related goods are delivered or the services are
performed, or when the goods or services are no longer expected to be provided,
the deferred amounts would be recognized as an expense. This Issue is effective
for financial statements issued for fiscal years beginning after December 15,
2007 and earlier application is not permitted. This consensus is to be applied
prospectively for new contracts entered into on or after the effective date.
The pronouncement is not expected to have a material effect on our consolidated
financial statements.

- F13 -

p) Investment in Armistice Resources Corp.

The investment in Armistice Resources Corp. consists of 5,000,000 shares of that
Company and was stated at cost at December 31, 2006. These shares are currently
in escrow and accordingly are considered neither trading nor available for sale.
The terms of escrow contain an undertaking with respect to respondents named in
allegations of the Ontario Securities Commission (Commission) action described
in Note 13 (2) found elsewhere in this report as follows: that (a) none of the
respondents will be appointed an officer or director of Armistice (Corporation);
(b) until the Commission's investigations relating to the allegations against
the Respondents is complete IMM will not nominate any individual to the board of
directors without the consent of the TSX; (c) IMM will execute an amendment to
an escrow agreement providing that its securities being held in escrow cannot be
voted without the consent of the TSX (which amendment was executed by IMM on
June 5, 2006); (d) none of the respondents will participate in future financings
of the Corporation until the Commission has completed its investigation; and
(e) until the Commission's investigation is complete, if any derogatory
information is found on any officer or director of the Corporation, the TSX may
require the resignation of any of these individuals if deemed unacceptable to
the TSX.

The effect of fluctuation in the value of the Canadian dollar versus the United
States dollar resulted in an increase of $147,640 reflected in the cost value of
our investment in Armistice on December 31, 2007. On December 31, 2007 shares in
that Company had a quoted market value of $0.52 Canadian per share.

4. Equipment

Equipment of continuing operations at December 31, 2007 and 2006 consists of the
following:

2007 2006
---------- ----------
Telephone system $ 11,192 $ 11,192
Less accumulated depreciation 5,462 4,029
---------- ----------
$ 5,730 $ 7,163
========== ==========

5. Advances from Related Party

Advances due from related parties for continuing operations are non-interest
bearing and are due on demand. Advances from related parties as of December 31,
2007 and 2006 are as follows:

2007 2006
---------- ----------
Prosper Consulting $ 40,000 $ 15,000
Gold Street Capital 17,000 17,500
---------- ----------
Total Advances from Related Parties: $ 57,500 $ 32,500
========== ==========

6. Discontinued Operations

1. Previously, on October 27, 2005, the Company entered into a Plan of Merger
and Reorganization (the "501 Plan") with 501 Canada Inc. ("501"), an Ontario
corporation, to acquire 100% of 501. 501 reportedly owned and operated two
revenue-producing commercial real estate properties in Toronto, Canada.
Pursuant to the 501 Plan, the Company issued a total of 6,240,000 shares of
common stock with an effective date of November 17, 2005 to the former
shareholders of the 501. The 501 Plan provided for the survival of
Representations and Warrantees for a period of 12 months from the effective
date of the Plan.

On September 6, 2006, Hoi Ming Chan one of our directors and a shareholder
along with his wife Florence Tsun our bookkeeper, member of the audit
committee and shareholder of the Company (both the shareholders of 501 Canada
Inc.) filed a complaint against the Company. The complaint, C.A. No. 2400 - N
in the Court of Chancery of the State of Delaware pursuant to Section 225 of
the Delaware General Corporation Law named Messrs. Chu, Dominelli and Bing
and the Company as defendants, alleging that Mr. Chan did not receive notice
of a meeting convened on August 1, 2006 to authorize director action giving
effect to the merger plan between the Company and Excel and as a result of
the proposed merger with Excel, the 36,400,000 million shares of Company
common stock which were issued pursuant to the purported merger with Excel
were invalid. On September 22, 2006, the Court of Chancery of the State of
Delaware granted a Stipulated Order Maintaining Status Quo.

On October 5, 2006 Messrs, Chu, Dominelli and Bing and the Company filed a
response and counterclaim denying all of the allegations and entering facts
related to misrepresentations made by made by Mr. Chan and Ms. Tsun, as well
as a Shareholder Consent signed by Chan and Tsun giving consent to completion
of the Excel Plan and contemporaneously delivered a notice to Chan within the
limits imposed by the 501 Plan regarding inconsistencies and
misrepresentations uncovered by our Audit Committee made by Chan within the
501 Plan.

- F14 -

On October 27, 2006 the parties reached mutually acceptable terms setting out
an agreement to settle the dispute out of court. The terms of the settlement,
set out that the Company would dispose of 501 to Chan plus consideration for
expenses incurred by Chan in exchange for return and cancellation of the
6,240,000 shares of the Company issued to Chan, included provisions requiring
Chan and Tsun to deliver financial books and statements of EGAC (501) in
sufficient time to prepare and file financial statements on Form 10-QSB for
the period ended September 30, 2006. Chan and Tsun neglected to provide the
financial records as agreed therefore causing the company to become
delinquent in its regulatory filings and effectively vacating the terms of
the Settlement Agreement.

Chan and Tsun abandoned the complaint they filed on September 6, 2006 against
the Company, and its management. Accordingly, on March 6, 2007 the claim was
dismissed and the Stipulated Order Maintaining Status Quo was vacated by
Chancellor Strine of the Court of Chancery.

2. On November 4, 2005, the Company entered into a Plan of Merger and
Reorganization with Excel Empire Limited ("Excel") (the "Excel Plan"), a
British Virgin Islands corporation, to acquire a 100% interest in Excel.
Pursuant to the Excel Plan, Excel agreed to merge into the Company. On
completion, the shareholders of Excel would receive a total of 36,400,000
restricted shares of the Company's common stock in exchange for 100% of the
issued and outstanding stock of Excel. The Company issued 36,400,000 shares
as required by the terms and retained the certificates in escrow contingent
upon completion of the Excel Agreement. On August 1, 2006 the Company and
Excel agreed to amend the agreement to a Share Purchase Agreement rather than
a Merger Agreement since the result of the agreement was to ensure the
survival of Excel as a wholly owned subsidiary of the Company. As a result of
the previously described claim filed by the principals of 501 in Delaware,
the Company and Excel agreed to amend the closing date of the Excel Plan as
amended to be as soon as practicable after the claim was dismissed.

On November 5, 2007 as a result of delays in completing the Excel Plan, the
Company engaged Jiangshanzhengtai (Beijing) Real Estate Development Company
Ltd. to investigate the viability of the Sunwin project and report its
findings to the Company. Based on the report provided to the Company, the
board issued a letter giving 30 days notice in writing to Xu Bing one of our
directors and principal of Excel regarding material breaches of the Excel
Plan. Mr. Bing did not respond to the inquiry within the prescribed time,
therefore, on May 5, 2008 our board members resolved to cancel the 36,400,000
shares issued to Xu Bing and assigns and terminated the Excel Plan as amended
for the acquisition of Excel Empire Limited.

As described above, on September 30, 2006 the Company discontinued the
operations of our wholly owned subsidiary Empire Global Acquisition Corp.
(EGAC). The transaction was determined by a mutual termination agreement between
the Company and the former shareholders of 501 whereby the assets and
liabilities of EGAC would be returned to the former shareholders of 501 in
exchange for the 6,240,000 shares of the Company issued to the shareholders of
501 at acquisition of 501 on October 27, 2005.

As a result of the discontinuance of the EGAC Operations, the Company assumed
expenses associated with development of the EGAC business including legal,
accounting and consulting fees and no longer has revenue producing real estate
or the associated mortgages, bank debt and financing costs as well as fees and
charges. The net losses in 2006 were attributed primarily to costs incurred for
auditing as well as legal fees associated with defending claims made against the
company and its directors by the principals of 501 Canada Inc. and business
development fees of $468,699 to a related party. Accordingly, net loss of the
EGAC component is reported as a discontinued operation on the income statement
and net income has been reclassified and segregated as loss from discontinued
operations.

In addition, although the company abandoned its intention to complete the Excel
Empire Limited acquisition subsequent to the period covered by this report,
business development charges, legal and accounting fees were incurred during
this period and recorded as expenses. The following table details selected
income statement information related to our discontinued operations that have
been segregated as appropriate in the consolidated income statement for the year
ended December 31, 2006.

Years ended December 31,
2007 2006
--------- ----------
Revenue $ - $ -
General and administrative expenses - -
Consulting 251,940 392,350
Taxes and bank charges - 125
Mortgage Interest - -
Amortization - -
Professional Fees - 244,511
Business Development Fees - 455,050
Gain (Loss) on sale of property - -
--------- ----------
Net loss from discontinued operations $ 251,940 $ 1,092,036
============ ============

Accumulated deficit due to discontinued operations $ 1,343,976
============

- F15 -

The value of the transaction was determined as follows:

Discontinued Operations - Rescission of subsidiary business

Determination of fair value of EGAC at December 31, 2005

Total assets of EMGL $9,954,704
----------
Less all non-EGAC assets
Note receivable (3,045,000)
Equipments (8,954)
Pre-paid and other 14,896
----------
Net assets of EGAC at fair value 6,915,646

Total liabilities of EMGL 8,237,629
----------
Net liabilities of EGAC at fair value 8,237,629
----------
Net value of rescission 1,321,983
============

Total gain on discontinued operation of EGAC subsidiary

Net value of rescission 1,321,983
Net loss from discontinued operations (1,092,036)
------------
229,947
============

Assets and liabilities associated with the discontinued operations are
segregated and included in the consolidated balance sheet as appropriate. As a
result of the discontinuance of EGAC, assets and liabilities including revenue
producing real estate and associated mortgages of 501 Canada Inc. and the Note
Receivable as described in Note 7 are no longer reflected on our balance sheet.

Cash flows from discontinued operations comprise of the following:

Years ended December 31,
2007 2006
------------ ------------
Cash Flow from discontinued operations 180,888 (316,131)

As a result of the discontinued operations the Company recorded supplemental
noncash transactions from discontinued operations of $1,747,439 for the year
ended December 31, 2006.

The discontinued operations had the following effect on the shareholder equity.
The Statement of Changes in Shareholder equity has been retroactively restated
to take into account the effect of the reverse stock splits on the acquisition
of 501 Canada Inc. on consolidation:

Years ended December 31,
2007 2006
------------ ------------
Stockholders Equity $ 837,772 $ 592,122
============ ============

Increase in Shareholder Equity 254,650
Less loss on continuing operations (232,118)
Plus additional capital contributed 581,480
------------
Decrease in stockholder equity from loss on
discontinued operations 604,012
============

- F16 -

7. Retirement of Treasury Stock

At December 31, 2006, in connection with the discontinued operations of EGAC,
the Company retired 6,240,000 shares issued for the acquisition of 501 Canada
Inc. by using the retirement method to dispose of the shares.

8. Notes Receivable

On June 17, 2005, the Company reported that it entered into an agreement of
Purchase and Sale between the company formerly known as Pender International
Inc. and Blazing Holdings Inc. ("Blazing") an Ontario Corporation controlled
by the father of our former Chairman, a former shareholder, (the "IMM
Agreement") to dispose of IMM to Blazing in exchange for a $3,000,000
Promissory Note.

The Company is required to conduct an analysis of the collectibility of the
Note that may result in our having to recognize a loss under SFAS 5,
"Accounting for Contingencies". Despite several notices to Blazing demanding
disclosure information, Blazing ignored our requests therefore, abandoned
communication with the Company and accordingly, disappeared. The Company
considers death or disappearance of the debtors as a material factor related
to the collectibility of the note. Abandonment was deemed to be default by
dishonor of its obligations under the IMM Agreement.

The Company has therefore terminated the IMM Agreement, disposed of the
Promissory Note and recovered the shares of IMM Investments Inc. (collateral
security of the Note). Since the Company received no consideration at the
closing of the IMM Agreement and the Promissory Note was secured by the
shares of IMM, the Company took back ownership of IMM Investments Inc. and
restored the values on the Company's books and records. The Company filed
Articles of Revival for IMM Investments Inc. with the Province of Ontario and
the corresponding annual tax returns for IMM with both the Province of
Ontario and the Government of Canada. Therefore, IMM Investments Inc. became
a wholly owned subsidiary of the Company.

The foregoing discloses criteria used by the Company to assess the collectivity
of the Note followed by a table describing the impairment giving rise to
disposal of the Note.

Certain significant events that occurred to support the Company's position are:

a) On August 16, 2006 Armistice announced that it had completed a private
placement for CDN$6,862,306 providing capital and operating funds allowing
for final approval for listing of its shares on the Toronto Stock Exchange
("TSX").
b) The shares of Armistice began trading on the TSX under the symbol AZ on
August 18, 2006. Therefore, establishing a market for the shares of
Armistice.
c) Subsequent to the period covered by this report, on October 16, 2006,
Armistice announced that it had secured all the appropriate environmental
permits and commenced dewatering of the project.
d) As of December 24, 2008, Armistice announced that it has completed evaluation
of previously drilled sample rounds and has retained a mining contractor to
advise on the appropriate mining method.
e) In early 2009 Armistice filed it its most recent mining report and declared
its intention to commence mining at the McGarry Mine project near
Virginiatown, Ontario.
e) Additional information provided by Armistice on their website at
www.armistice.ca as well as corporate filings that are found on SEDAR the
electronic reporting system for companies listed on Canadian exchanges.

The Company reviewed the outstanding Note on a periodic basis to evaluate the
probability of collecting on the note by reviewing the financial condition of
its debtors and the underlying security of the Note, represented by shares of
common stock of Armistice Resources Corp. (collateral).

- F17 -

The Company considered the Note impaired when, based on current information and
events, it is probable that the Company would be unable to collect all amounts
due according to the contractual terms of the Note agreement. All amounts due
according to the contractual terms means that both the contractual interest
payments and the contractual principal payments of the Note will be collected as
scheduled in the Note agreement. If the Company concludes that it will be unable
to collect all amounts due on the Note, the Company would record an impairment
charge based on the present value of expected future cash flows, discounted at
the Note's effective interest rate.

The Company evaluates and considers the following factors as well as any other
relevant factors in assessing the collectibility of the Note:

- Term of the Note;
- Creditworthiness of purchaser principals;
- The death or disappearance of the debtors;
- Marketability of the underlying security or collateral;
- Current economic trends of the industry for the underlying security or
collateral;
- Legal proceedings in process or pending;
- Assignment to collection agencies, or other creditors;
- Past due or defaulted payments;
- Disputed matters; or other evidence or reasons

GAAP requires business entities to report receivables at net realizable value.
Net realizable value represents the amount the entity expects to collect, and it
is equal to the face amount of the receivables less an amount that is estimated
to be uncollectible. Thus, the analysis of the collectibility of the Note may
result in our having to recognize a loss under SFAS 5, "Accounting for
Contingencies", before and/or after restructuring the Note. Our loss allowance
methodology generally will:

- Include a detailed analysis of the Note, performed on a regular basis;
- Consider all known relevant internal and external factors that may affect
Note collectibility;
- Be applied consistently but, when appropriate, be modified for new factors
affecting collectibility;
- Consider the specific risks inherent in maintaining the Note;
- Consider current collateral values (less costs to sell);
- Require that analyses, estimates, reviews and other loan loss allowance
methodology functions be performed by competent and well-trained personnel
- Be based on well documented current and reliable data; and
- Include a systematic and logical method to consolidate the loss estimates
and ensure the loss allowance balance is recorded in accordance with GAAP.

The Note has been cancelled; therefore the principal and accrued interest are no
longer reflected on our Consolidated Financial Statements. The Note was impaired
as follows:

Determination of Impairment:
Estimated amount collectible None
Impairment recorded before recovery of collateral $ 3,045,000
-----------
Recovery of collateral:
Investment in Armistice at cost: $ 839,207
Incorporation cost 1,469
-----------
Major assets recovered: 840,676
-----------

Net loss on disposal of Note and recovery of collateral $ 2,204,324
===========

- F18 -

9. Recovery of IMM Investments Inc.

As described in Note 8, due to the rescission of the agreement between the
Company (formerly known as "Pender") and Blazing Holdings Inc. subsequent to the
balance sheet, the Company has recovered its investment in IMM Investments Inc.
("IMM"). On July 9, 2004 the Company acquired 100% of IMM, thus making IMM a
wholly owned subsidiary of the Company. The Company acquired IMM from KJ Holding
Inc. ("KJ"), an Ontario Corporation, by issuing KJ 210,000 (post share splits)
restricted shares of Pender in exchange for 100% of the issued and outstanding
common shares of IMM. The Company accounted for this acquisition using the
purchase method of accounting.

10. Income Taxes

Under SFAS No. 109 income taxes are recognized for the following: a) amount of
tax payable for the current year, and b) deferred tax liabilities and assets for
future tax consequences of events that have been recognized differently in the
financial statements than for tax purposes.

For 2007 the deferred tax on continuing operations of approximately $81,000
compared to $80,000 for 2006, (35% of net loss from continuing operations) was
offset by a valuation allowance of $81,000 and $80,000 resulting in a net income
tax of zero for 2007 and 2006 respectively.

The great majority of losses from discontinued operations primarily from
Canadian operations arose in connection with rescission of agreements where the
Company no longer was the Company which incurred the losses. Accordingly they
are no longer available to it.

The Company has tax losses available to be applied against future years income
taxable in the United States of America. Due to the losses incurred in the
current year and expected future operating results, management determined that
it is more likely than not that the deferred tax asset resulting from the tax
losses available for carryforward will not be realized through the reduction of
future income tax payments. Accordingly a 100% valuation allowance has been
recorded for deferred income tax assets as follows:

At December 31, 2007 the Company had deferred tax assets of approximately
$232,000 and $700,000 for 2006 due to net operating loss carryforwards available
to reduce future Federal income taxes earned in the United States. A 100%
valuation allowance of approximately $66,300 and $200,000 for 2007 and 2006
respectively has been established since management believes it is
more likely than not that the deferred tax assets will not be realized.

Federal and state net operating loss (NOL) carryovers available to offset future
taxable income, such carryovers expire in various years as follows:

The federal and state NOL's expire through December 31, 2027 and December 31,
2017, respectively.

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 net operating losses expire. Utilization of net operating losses
may also be limited in any one year by alternative minimum tax rules.

- F19 -

11. Retroactive Reclassification of Previously Issued Consolidated Financial
Statements

Retroactive treatment has been given to reclassifications in these consolidated
financial statements.

12. Share based payments and Shareholder Equity

On July 9, 2004, the Company issued 3,000,000 shares for the acquisition of IMM
Investments Inc. The shares have been retroactively presented to reflect the
three subsequent stock splits.

On July 26, 2004, the company authorized a 7 for 1 forward split of the
Company's issued and outstanding common shares. The forward split has been
retroactively presented in these financial statements.

On June 27, 2005, the Company issued 2,088,720 shares in cancellation of debt
amounting to $208,872. The shares have been retroactively presented to reflect
the two subsequent stock splits.

On June 30, 2005, the Company authorized a 10 for 1 reverse stock split of the
company's issued and outstanding common shares. The reverse stock split has been
retroactively presented in these financial statements.

On July 26, 2005, the Company issued 1,000,000 shares to third parties in
exchange for consulting services. The shares have been retroactively presented
to reflect the subsequent stock split.

On July 27, 2005, the Company issued 500,000 shares in cancellation of debt
amounting to $150,000. The shares have been retroactively presented to reflect
the subsequent stock split.

On September 30, 2005, the Company authorized a 10 for 1 reverse stock split of
the Company's issued and outstanding common shares. The reverse stock split has
been retroactively presented in these financial statements.

On October 12, 2005, the Company issued 814,100 shares in cancellation of debt
amounting to $472,178.

On November 17, 2005 the Company effected the Plan of Merger and Reorganization
Agreement with 501 Canada Inc., whereby the Company, through its wholly owned
subsidiary EGAC acquired 100% of the capital stock of 501 through the issuance
of exchangeable shares of EGAC, which were exchangeable for 6,240,000 Shares of
Common Stock of the Company. On September 30, 2006 the Company discontinued the
Operations of EGAC (formerly 501 Canada Inc.) and cancelled the 6,240,000 shares
as described in Note 1.

- F20 -

On November 4, 2005, the Company entered into a Plan of Merger and
Reorganization with Excel Empire Limited ("Excel") (the "Excel Plan"), a
British Virgin Islands corporation, to acquire a 100% interest in Excel.
Pursuant to the Excel Plan, Excel agreed to merge into the Company. On
completion, the shareholders of Excel would receive a total of 36,400,000
restricted shares of the Company's common stock in exchange for 100% of the
issued and outstanding stock of Excel. The Company issued 36,400,000 shares as
required by terms of the Excel and retained the certificates in escrow until
completion of the Excel Agreement. On August 1, 2006 the Company and Excel
agreed to amend the agreement to a Share Purchase Agreement rather than a Merger
Agreement since the result of the original agreement was to ensure the survival
of Excel as a wholly owned subsidiary of the Company. As described elsewhere in
this report, the 36,400,000 shares where subsequently returned and cancelled by
the Company.

As previously reported on Form 10-QSB for the interim period ended September 30,
2006, the Company provides payment for professional fees, administration,
business development and public relations expenses in accordance to SFAS No. 123
(R) "Share Based Payment" to certain contractors under share based payment
arrangements based on 75% of the average market bid price on the shares of
common stock of the Company quoted on the Over The Counter Pink Sheets quotation
system.

On August 21, 2006, a total of 7,236,300 one year restrictive common shares
under Rule 144 of the Securities Exchange Act of 1934 were issued to contractors
with a total value of $922,595.

On November 11, 2006, a total of 1,000,000 one year restrictive common shares
under Rule 144 of the Securities Exchange Act of 1934 were issued to a third
party with a total value of $127,975. The payment was used to pay $30,000 to our
former auditor as well as to pre-pay office expenses.

During 2006, our director of operations provided in-kind contributions of $4,313
to pay for expenses related to general office expenses comprised of the
following:

Transfer agent fees $ 3,088
Postage, supplies and public relations (press releases) $ 1,225
-------
$ 4,313
=======

On November 5, 2007, at a properly convened board meeting held at our head
office in Toronto, our board members authorized the issuance of 3,378,900
restricted shares with a total value of $405,468 to independent contractors in
exchange for cancellation of debt owed respectively to each contractor for
services rendered to the Company for the period covering July 2006 through
September 2007. The shares were priced at $0.1275 per share or 85% of the
average closing bid price of the common shares of the Empire Global Corp. over
a period of 60 days preceding the final day of the billing period.

Of the 3,378,900 shares issued on November 5, 2007 a total of 2,061,138 shares
were allocated to extinguish accounts payable in the amount of $247,337 for the
period ended December 31, 2006.

During 2007, our director of operations provided in-kind contributions of $1,600
to pay for expenses related to general office expenses comprised of the
following:

Transfer agent fees $ 1,600
=======

Refer to Note 14 - Subsequent Events for additional details regarding capital
stock issued subsequent to these Consolidated Financial Statements.

- F21 -

13. Commitments and Contingencies

The Company is subject to claims arising in the ordinary course of business. The
Company and Management believe that, after consultation with counsel, the
allegations against the Company included in the claims described below are
subject to substantial legal defences, and the Company is vigorously defending
each of the allegations. At this time, it is not possible to estimate the
ultimate loss or gain, if any, related to these claims, nor if any such loss
will have a material adverse effect on the Company's results of operations or
financial position.

1 On November 1, 2005, the Company was served with a Statement of Claim filed
in the Ontario Superior Court of Justice by Advanced Refractive Technologies
Inc. ("Advanced") claiming $6,000,000 in aggregate damages plus unspecified
amounts against 16 co-respondents including the Company for unknown loses
claimed by Advanced in its dealings with an unknown and unrelated entity or
person (the "unrelated entity"). Advanced alleges that this unrelated entity,
in a private transaction with Advanced, may have promised to exchange shares
of the Company that the unrelated entity had claimed to have owned. The
Company has never been a party to any dealings with Advanced and prior to
receiving notice from Advanced had never heard of Advanced. The Company
denies any wrongdoing and is vigorously defending this claim. Because of the
uncertainties inherent in litigation, the company cannot predict whether the
outcome which remains unresolved will have a material adverse affect. The
Company is unrepresented by legal counsel in this matter.

2. On December 10, 2004, the Ontario Securities Commission ("OSC") served upon
the former President and C.E.O. of the Company (the "former executive"), and
companies controlled by the former executive, as well as a shareholder of the
Company related to the father of our former Chairman Kalson Jang and an
unrelated party collectively the "respondents" an order to cease trading in
shares of the Company formerly known as Pender International, Inc.
("Pender"). The allegations stated among other things that Armistice was a
worthless, flooded mine and that there was no basis for the increase in the
share price of the Company. On September 26, 2006 the Royal Canadian Mounted
Police ("RCMP") charged our former executive. Our former executive has denied
the allegations and has filed a consent to committal to trial as described in
Note 14 - Subsequent Events. Our former executive and the Company have been
complying with orders imposed by the OSC and cooperating with informal
inquiries made by the United States Securities and Exchange Commission
("SEC").

3. On September 9, 2005, the Company was served with a Statement of Claim filed
in the Ontario Superior Court of Justice by Research Capital Corporation
("Research") a broker/dealer in Ontario claiming $100,000 in aggregate
damages plus interest and costs against 4 co-respondents including the
Company and a former consultant engaged by the Company. Our director of
operations, Michael Ciavarella, who is not a solicitor, was granted leave by
the court to represent the Company. On November 26, 2007, the Company and
Research entered into a Settlement Agreement to resolve the claim. The
Company agreed to settle the claim with Research for a total amount of
CDN $25,000 which included $10,000 in legal costs plus $5,000 for a
securities expert report incurred by Empire and $10,000 payable to Research.
Accordingly, the matter was dismissed by Madame Justice Bennett of the
Ontario Superior Court of Justice and will no longer be reflected on our
financial statements.

- F22 -

14. Subsequent Events

1. Between February and March 2008 a preliminary inquiry was held in the Ontario
Court of Justice with respect to the previously described matter involving
the Royal Canadian Mounted Police, the Ontario Securities Commission
(jointly Integrated Market Enforcement Team "IMET") and our former
executive. Our former executive has consented committal to trial and is
vigorously denying the allegations and challenging the charges. The trial
date is set down to commence September 8, 2009. On June 25, 2008 the
Securities and Exchange Commission ("SEC") issued a notice to Michael
Ciavarella, our former Chief Executive Officer and director. The notice
advised that the (SEC) investigation has been completed as to Mr. Ciavarella,
against whom they do not intend to recommend enforcement by the commission.

2. On May 5, 2008 at a properly convened meeting of the Board of directors, the
board resolved to issue 3,000,000 restricted shares of common stock to a
private investor for a $200,000 private placement. Funds were required to
bring the outstanding financial filings into good standing, however, the
funds were not advanced until 2009.

- F23 -

Item 9. Changes in and disagreements with accountants on accounting and
financial disclosure

On March 3, 2005 the Company was notified that Beckstead and Watts, LLP (the
"Former Auditor") had resigned as the Company's principal independent auditor,
effective March 3, 2005 as they would be unable to complete the audit for the
fiscal year ended December 31, 2004 in a timely manner. In connection with the
audits for the years ended December 31, 2003 and December 31, 2002, and the
subsequent interim period prior to the date of resignation, there were no
disagreements with the Former Auditor on any matter of accounting principals or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of the Former
Auditor, would have caused it to make references to the subject matter of the
disagreement(s) in connection with its reports on the financial statements for
such years (as discussed in Regulation S-B, Item 304(a)(1)(iv)).

The Company engaged the firm of SF Partnership, LLP (the "SF Group") as its
principal independent auditor effective March 4, 2005, to act as its independent
auditor for the fiscal year ending December 31, 2004 and December 31, 2005.
Subsequent to the period covered by this report the Company was notified that SF
Partnership, LLP had resigned as the Company's principal independent auditor,
effective February 16, 2007. As a result of unpaid fees due to the auditing
services provided to the Company, the SF Group advised the Company that the
professional standards and firm policies prevented the SF Group becoming a
creditor to the Company to the extent that objectivity may appear to be
impaired. In connection with the audits for the years ended December 31, 2004
and December 31, 2005, and the subsequent interim period prior to the date of
resignation, there were no disagreements with the SF Group on any matter of
accounting principals or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of the SF Group, would have caused it to make references to the subject matter
of the disagreement(s) in connection with its reports on the financial
statements for such years (as discussed in Regulation S-B, Item 304(a)(1)(iv)).

The Company engaged the firm of Bernstein and Pinchuk, LLP (the "New Auditor")
as its principal independent auditor effective December 10, 2008, to act as its
independent auditor for the fiscal year ending December 31, 2006. During the two
most recent fiscal years and the interim period preceding the appointment of the
New Auditor, the Company had not consulted the New Auditor regarding either (i)
the application of the accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor advice was
provided to the Company that the New Auditor concluded was an important factor
considered by the Company in reaching a decision as to the accounting of
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement or a reportable event (as defined in Regulation S-B,
Item 304(a)(1)(iv)). There were no disputes regarding any accounting or auditing
matters with the predecessor accountants.

Item 9a. Controls and procedures

Annual Evaluation of Controls
As of the end of the period covered by this annual report on Form 10-K, the
Company carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures ("Disclosure Controls" as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 ("Exchange Act")). This evaluation ("Evaluation") was performed by Vic
Dominelli, our Chairman of the Board and Acting Principal Executive Officer and
Principal Financial Officer in consultation with our Director of Operations and
our independent accountant. In this section, we present the conclusions of our
Chairman based on and as of the date of the Evaluation, with respect to the
effectiveness of our Disclosure Controls.

CEO Certifications
Attached as Exhibits to this annual report, are certain certifications of the
CEO and CFO, which are required in accordance with the Exchange Act and the
Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
Certifications"). This section of the annual report contains the information
concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
Certifications. This information should be read in conjunction with the
Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
topic presented.

Disclosure Controls
Disclosure Controls are procedures designed with the objective of ensuring that
information required to be disclosed in our reports filed with the Commission
under the Exchange Act, such as this annual report, is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms. Disclosure Controls are also designed with the objective of
ensuring that material information relating to the Company is made known to the
CEO by others, particularly during the period in which the applicable report is
being prepared.

Scope of the Evaluation
The CEO's evaluation of our Disclosure Controls included a review of the
controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect
of the controls on the information generated for use in this annual report. In
the course of the Evaluation, the CEO sought to identify data errors, control
problems, acts of fraud, and sought to confirm that appropriate corrective
action, including process improvements, was being undertaken. This type of
evaluation is done on a quarterly basis so that the conclusions concerning the
effectiveness of our controls can be reported in our quarterly reports on Form
10-Q and annual reports on form 10-K. The overall goals of these various
evaluation activities are to monitor our Disclosure Controls, and to make
modifications if and as necessary. Our intent in this regard is that the
Disclosure Controls will be maintained such that changes are implemented
(including improvements and corrections) as conditions warrant.

Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as required by Sarbanes-Oxley (SOX) Section
404 A. Empire's internal control over financial reporting is a process designed
under the supervision of Empire's officers to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Empire's
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that:

- pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of Empire's assets;
- provide reasonable assurance that transactions are recorded as necessary to
permit preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being
made only in accordance with authorizations of management and the Board of
Directors; and
- provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of Empire's assets that could
have a material effect on the financial statements.

Management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007, based on
criteria established in Internal Control over Financial Reporting - Guidance for
Smaller Public Companies issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO").

A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis. In
connection with management's assessment of our internal control over financial
reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we
identified the following material weaknesses in our internal control over
financial reporting as of December 31, 2007:

1. The Company has not established adequate financial reporting monitoring
activities to mitigate the risk of management override, specifically
because there are no employees and only one officer and one director with
management functions and therefore there is lack of segregation of duties.
However, although our controls are not effective, these significant
weaknesses did not result in any material misstatements in our financial
statements.
2. In addition, there is insufficient oversight of accounting principles
implementation and insufficient oversight of external audit functions.
3. There is a strong reliance on the external attorneys to review and edit
the annual and quarterly filings and to ensure compliance with SEC
disclosure requirements.

Limitations on the Effectiveness of Disclosure Controls
Our management does not expect that our Disclosure Controls will prevent all
error and all fraud. A control system, no matter how well developed and
operated, can provide only reasonable, but not absolute assurance that the
objectives of the control system are met. Further, the design of the control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances so of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

Conclusions
Based upon the Evaluation, our Chairman and Principal officer has concluded that
as a result of material weaknesses described above our disclosure controls and
procedures are not effective as of December 31, 2007, based on Internal Control
over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.

Remediation of Material Weaknesses in Internal Control over Financial Reporting
We are a small business, with no viable business or revenues, the Company does
not have the resources to employ a dedicated staff with extensive expertise in
all facets of SEC disclosure and GAAP compliance. As is the case with many small
businesses, the Company will continue to work with its external attorneys as it
relates to new accounting principles and changes to SEC disclosure requirements.
The Company has found that this approach worked well in the past and believes it
to be the most cost effective solution available for the foreseeable future.

The Company will conduct a review of existing sign-off and review procedures as
well as document control protocols for critical accounting spreadsheets. The
Company will also increase management's review of key financial documents and
records.

As a small business, the Company does not have the resources to fund sufficient
staff to ensure a complete segregation of responsibilities within the accounting
function. However, Company management does review, and will increase the review
of, financial statements on a monthly basis. These actions, in addition to the
improvements identified above, will minimize any risk of a potential material
misstatement occurring.

Empire's independent auditors have not issued an attestation report on
management's assessment of Empire's internal control over financial reporting.
As a result, this annual report does not include an attestation report of
Empire's independent registered public accounting firm regarding internal
control over financial reporting. Empire was not required to have, nor has
Empire, engaged its independent registered public accounting firm to perform an
audit of internal control over financial reporting pursuant to the rules of the
Securities and Exchange Commission that permit Empire to provide only
management's report in this annual report.

Changes in internal control over financial reporting
There has been no change in our Internal Controls that occurred during our most
recent fiscal period that has materially affected, or is reasonably likely to
affect, our Internal Controls.

Item 9b. Other information

During the fourth quarter of the year covered by this Form 10-K, the Company
reported all information that was required to be disclosed in a report on Form
8-K.

PART III

Item 10. Directors and executive officers, promoters and control persons

On December 31, 2007, Empire had three directors and two executive officers, all
of which do not have any other directorships with any other reporting company.
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.
Subsequent to the period covered by this report, Hoi Ming Chan, our President
and director and Xu Bing a director were dismissed and on August 24, 2009 Ken
Chu resigned as our Chief Executive Officer and director. Our directors,
executive officers and significant employees, their ages, positions held, and
duration as such, as of the date of this report is as follows:

Name Age Position Date First Elected Term Expiry

Vic Dominelli 47 A/Chief Executive Officer, August 24, 2009 None
Chief Financial Officer, March 1, 2005 None
Chairman of the Board, May 5, 2008 None
Director January 6, 2005 None

Sam Merchant 41 Director May 5, 2008 None

Identity of Significant Employees
There are no employees or personnel that are expected to make a significant
contribution to the business.

Family Relationships
There are no family relationships among the current directors, executive
officers, or persons nominated or chosen by the Company to become directors or
executive officers.

Resumes

Vic Dominelli - Acting Chief Executive Officer, Chief Financial Officer,
Chairman of the Board, Director

2002 - Current Construction Supervisor
1985 - 2002 Senior Human Resources Manager Bombardier Aircraft Canada Inc.

Sam Merchant - Director

Mr. Merchant is the Founder and President of the Merchants Financial Group Ltd.
based in Atlanta, Georgia. In this capacity he assumes responsibility for
managing all operations. He originates and underwrites loans and handles
correspondent relationships with participating lenders, real estate investment
trusts, publicly traded Institutional Investment banking firms, equity
investors, developers and base clients from business, industry, and other
professions. In addition, Mr. Merchant develops international correspondence
relationships with National and International banks, mutual funds, investment
bankers, and other institutions to serve its local and international investors.
As a third generation banker, he has been working in banking and real estate
industry since the age of 15. His experience includes all aspects of servicing
the hospitality, multifamily, and retail industries with Franchise Financing as
his specialty.

The Merchants Financial Group, Ltd., established in 1986, is an originator,
underwriter, and consulting firm specializing in investment, merchant, and
mortgage banking for Real Estate, IT, Biotech and Nanotech. In addition, The
Merchants Financial Group, Ltd. specializes in corporate financial investments,
and management consulting directly related to commercial real estate and high
tech industry investments, joint ventures for hotels and motels, senior care
living, child care, energy related facilities and franchises, to include
anchored and unanchored shopping center and apartment industries. The Group
participates in underwriting United States government guaranteed loans, Wall
Street conduit loans, mezzanine loans, equity loans, and rural area business and
industry loan portfolios for its secondary market investors. The Group
co-underwrites rated and non-rated tax exempt debentures and bonds in the United
States and internationally. The Group also specializes in providing services for
real estate investments, mergers and acquisition and leverage buyout to provide
Debt and Equity Nationally and Internationally.

Mr. Merchant's work experience includes: Founder/President, The Merchants
Financial Group, Ltd. (1986-Present); Managing Member, Diversified Capital
Investments (2001-Present); Managing Member, Capital and Venture Resources, LLC
(2001-Present); Managing Member, Realty Capital Resources, LLC (2001-Present);
Member, Fulton Hospitality (1996-2000); Senior Credit Underwriter/Consultant,
The Anderson Thomas Financial Group, Ltd. (1986-89); Comptroller/Chief Financial
Officer, Unity Mortgage Corporation (1984-1986).

Involvement in Certain Legal Proceedings

1. 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.
2. No current director has been convicted in a criminal proceeding and with the
exception of the legal proceedings described elsewhere in this report is not
subject to a pending criminal proceeding (excluding traffic violations and
other minor offences).
3. 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.
4. 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, with the exception of Ken Chu, who is
now required to file a Form 5 (Annual Statement of Beneficial Ownership) 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
Empire has adopted a nominee committee charter however, does not have a standing
nominating committee; recommendations for candidates to stand for election as
directors are made by the board of directors.

Audit Committee Financial Expert
Empire has adopted an audit committee charter however has not appointed a
financial expert. During the period covered by this report our board of
directors determined that it does not have a member of its audit committee that
qualifies as an "audit committee financial expert" as defined in Item 401(e) of
Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act of 1934, as amended.

The Company believes the cost related to retaining a financial expert at this
time is prohibitive. We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that the Company has not generated any revenues to date.

Identification of Audit Committee
Our audit committee is comprised of Angela S. Chu, a Certified General
Accountant and David Ciavarella, a Chartered Accountant. The audit committee
reports to the Director of Operations and subsequently to the board of directors
when performing the required functions of the audit committee.

Pursuant to the audit committee charter, our audit committee is responsible for:
(1) selection and oversight of our independent accountant;
(2) establishing procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls and auditing matters;
(3) establishing procedures for the confidential, anonymous submission by
employees of concerns regarding accounting and auditing matters;
(4) engaging outside advisors; and,
(5) funding for the outside auditory and any outside advisors engagement by the
audit committee.

Code of Ethics
On February 21, 2006 the Company's board of directors formally adopted a Code of
Business Conduct and Ethics effective December 31, 2005 that applies to, among
other persons, members of our Board of Directors, our company's officers
including our Chief Executive Officer (being our principal executive officer)
and our Company's Chief Financial Officer (being our principal financial and
accounting officer), contractors, consultants and advisors. As adopted, our Code
of Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:

1. honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
2. full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submit to, the Securities and Exchange
Commission and in other public communications made by us;
3. compliance with applicable governmental laws, rules and regulations;
4. the prompt internal reporting of violations of the Code of Business Conduct
and Ethics to an appropriate person or persons identified in the Code of
Business Conduct and Ethics; and
5. accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all
of the Company's personnel shall be accorded full access to our Executive
Officers with respect to any matter which may arise relating to the Code of
Business Conduct and Ethics. Further, all of the Company's personnel are to be
accorded full access to our Company's Board of Directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by the
Company officers.

In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within the Company, consistent with
generally accepted accounting principles, and federal, provincial and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to the Company's Executive Officers. If the incident
involves an alleged breach of the Code of Business Conduct and Ethics by the
Executive Officers, the incident must be reported to any member of our Board of
Directors. Any failure to report such inappropriate or irregular conduct of
others is to be treated as a severe disciplinary matter. It is against the
Company policy to retaliate against any individual who reports in good faith the
violation or potential violation of our Company's Code of Business Conduct and
Ethics by another.

The Company filed the Code of Business Conduct and Ethics on April 17, 2006 with
the Securities and Exchange Commission as an Exhibit to the annual report on
Form 10-KSB for the year ended December 31, 2005 and a copy is attached herein
as an Exhibit to this annual report. The Company will provide a copy of the Code
of Business Conduct and Ethics to any person without charge, upon request.
Requests can be sent to: Empire Global Corp., Suite 2, 648 Finch Ave. East,
Toronto, Ontario, M2K 2E6 Attention: President and CEO.

Item 11. Executive compensation

The following table sets out compensation and awards paid to our officers and
directors during the period covered by this report and since inception.

SUMMARY COMPENSATION TABLE

-
Restricted Securities
Name and Other Annual Stock Underlying LTIP All Other
principal Salary Bonus Compensation Award(s) Options / Payouts Compensation
position Year ($) ($) ($) ($) SARs (#) ($) ($)
--------------------- ---- --------- ---------- ------------ ----------- ---------- ---------- ------------

Ken Chu, Chief
Executive, Chairman 2008 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2006 0 0 0 0 0 0 0
2005 0 0 0 0 0 0 0

Vic Dominelli, Chief
Executive, Chief 2008 0 0 0 0 0 0 0
Financial, Chairman 2007 0 0 0 0 0 0 0
2006 0 0 0 0 0 0 0
2005 0 0 0 0 0 0 0
Orlando Silvestri,
Chief Executive 2005 0 0 0 0 0 0 0

Michael Ciavarella,
President, Chief
Executive 2004 0 0 0 0 0 0 0

Minh Ngoc Pham,
Secretary, Treasurer 2004 0 0 0 0 0 0 0

Kalson G.H. Jang,
Chairman 2004 0 0 0 0 0 0 0
2005 0 0 0 0 0 0 0

J M Page, President,
Secretary, Treasurer 2004 0 0 0 0 0 0 0
2003 0 0 0 0 0 0 0
2002 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 corporation 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 Empire 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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The tables below set forth, as of December 31, 2007 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 648 Finch Ave., East, Suite 2, Toronto, Ontario M2K 2E6.

Name and Address Percent
Title of Class of Beneficial Owner Amount of Class
---------------- -------------------------------- ------------ --------
Common Billion Charm Group 4,568,700 29.2%
144-Restricted Shareholder

Common Prosper Consulting Corp. 3,559,200 22.7%
144-Restricted Shareholder

The above table is 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, it 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 15,675,800 shares of common stock outstanding as of December 31, 2007.

SECURITY OWNERSHIP OF MANAGEMENT

Name and Address Percent
Title of Class of Beneficial Owner Amount of Class
---------------- -------------------------------- ------------ --------
Common Ken Chu, CEO and Director 4,568,700 29.2%
144-Restricted Suite 2 - 648 Finch Ave. East
Toronto, Ontario, M2K 2E6

Common Vic Dominelli, CFO, Chairman and 343,000 2.2%
Director
144-Restricted Suite 2 - 648 Finch Ave. East
Toronto, Ontario, M2K 2E6

Common Sam Merchant 0 0%
144-Restricted

Common Total shares owned by officers 4,911,700 31.4%
Free Trading and directors of the Company as
a group. All directors and
executive officers (3 persons)

CHANGES IN CONTROL
On October 27, 2005 the Company entered into a Plan of Merger and Reorganization
through its wholly owned subsidiary Empire Global Acquisition Corp. with 501
Canada Inc. (the "501 Plan"). As a result of the completion of the 501 Plan a
change in control of ownership occurred as at the effective time and date of
5:00 p.m. EST on October 27, 2005. On September 30, 2006, EGAC ceased providing
financial results and discontinued its relationship with the Company, as a
result, subsequent to the period covered by this report, the Company formally
rescinded the 501 Plan and cancelled 6,240,000 common shares of the Company
issued to the former shareholders of 501 Canada Inc. pursuant to the plan of
reorganization. Therefore, Empire is not aware of any plan or arrangement that
may result in a change of control of the Company.

Item 13. Certain relationships and related party transactions

In the last 2 years, directors or executive officers, nominees for election as a
director and members of the immediate family of such persons were involved in
transactions and proposed transactions in which Empire was or was to be a party.
They are as follows:

Our former Chief Executive Officer, director and Chairman of the board Ken Chu,
is a shareholder and officer of Excel Empire Limited. On November 4, 2005 the
Company entered into an agreement to acquire Excel in exchange for 36,400,000
common shares of the Company. The agreement to acquire Excel has been terminated
and the shares issued cancelled as of May 5, 2008.

Empire Global Corp. has no parent company and except for the aforementioned
relationship of Ken Chu with respect to the contemplated Excel Plan was not
involved in any transactions or agreements with any promoters in the last five
years.

Transactions with Related Persons
Except for the aforementioned relationship of Ken Chu with respect to the
contemplated Excel Plan as amended, during the period covered by this report, 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 three completed fiscal years, except for the following:

At December 31, 2006, Empire owed Billion Charm Group a company controlled by
our former Chief Executive Officer, Ken Chu, $68,707, during the period covered
by this report Billion Charm Group billed the Company an additional $103,060.
On November 5, 2007, the Company issued 1,431,400 shares for the elimination of
debt owed to Billion Charm Group.

Promoters and control persons
During the past two fiscal years, Ken Chu and Vic Dominelli have been promoters
of Empire's business, but neither of these promoters have received anything of
value from Empire or its subsidiaries nor is any person entitled to receive
anything of value from Empire or its subsidiaries for services provided as a
promoter of the business of Empire and its subsidiaries.

Director independence
Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the Securities Act, the
Company has adopted the definition of "independent director" as set forth in
Rule 4200(a)(15) of the NASDAQ Manual. 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 Sam
Merchant qualifies as an "independent director" pursuant to Rule 4200(a)(15) of
the NASDAQ Manual

As of the date of the report, Empire did not maintain a separately designated
compensation or nominating committee, however, the company has also adopted this
definition for the independence of the members of its audit committee.
Mr. Merchant does not serve on any committees of the board.

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-QSB and for services that are normally provided in connection
with statutory and regulatory filings or engagements. The Company paid audit
fees of approximately $30,000 and $10,000 in 2009 in connection to audits for
the periods ended December 31, 2006 and 2007.

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 2007 and 2006.

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 2007 and 2006.

ALL OTHER FEES
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 2007 and 2006.

PRE-APPROVED POLICY FOR AUDIT AND NON-AUDIT SERVICES
During the period covered by this report the Company had a standing audit
committee to perform all functions of an audit committee, including the
pre-approval of all audit and non-audit services prior to our engagement of an
accounting firm and report to the Board of Directors. All of the services
rendered for us by SF Partnership LLP were pre-approved by our Board of
Directors.

Item 15. Exhibits

EXHIBITS
The exhibits required by Item 601 of Regulation S-B 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

14.1 Code of Ethics filed as an exhibit to Empire's Form 10-KSB Filed
filed on April 17, 2006, and incorporated herein by reference.

31 Certification of Principal Executive Officer and Principal Included
Financial Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities and Exchange Act of 1934, as amended.

32 Certification of Principal Executive Officer and Principal Included
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

REPORTS ON FORM 8-K

On December 28, 2005, the Company filed an 8-K to report the following:
The resignation of Kalson G. H. Jang as our Chairman of the Board and one of our
directors and the appointment of Ken Chu, as our Chairman and as one of our
directors, filling the vacancy left by the resignation of Kalson G. H. Jang.

On January 9, 2006 the Company filed an 8-K/A amending the 8-K filed on
December 28, 2005 stating that Kalson G. H. Jang remained as one of our
directors and only resigned from his position as the Chairman of the Board
which position was subsequently filled by Ken Chu.

On February 23, 2006, the Company filed an 8-K to report the following:
The appointment of Mr. Hoi Ming Chan as one of our directors.

On March 6, 2006, the Company filed an 8-K to report the following:
The resignation of Kalson G.H. Jang as one of our directors.

On March 15, 2006, the Company filed an 8-K to report the following:
The appointment of Mr. Xu Bing as one of our directors.

On May 29, 2006, the Company filed an 8-K to report the following:
The resignation of Vic Dominelli as our Chief Financial Officer and the
appointment of Hoi Ming Chan as our President and Chief Financial Officer.

On June 8, 2006 the Company filed an 8-K/A amending the 8-K filed on May 29,
2006 stating that Mr. Dominelli had advised the Company of his desire to resign
as Chief Financial Officer subject to acceptance of the Board of Directors. On
June 7, 2006 the Board accepted Mr. Dominelli's resignation as CFO which
position was subsequently filled by Hoi Ming Chan, and Mr. Dominelli remained as
a director.

On August 8, 2006, the Company filed an 8-K to report the following:
The Plan of Merger and Reorganization with Excel Empire Limited was amended to
become a Share Purchase Agreement whereby Excel would survive as a wholly owned
subsidiary of the Company as opposed to being merged as contemplated by the
original Excel Plan dated November 4, 2005. The Excel Plan as amended was closed
on August 1, 2006 and the Company announced that it would file financial
statements of Excel Empire Limited in accordance with Item 310(b) of Regulation
S-B by amendment by October 16, 2006. Pursuant to the Excel Plan as amended, the
Company issued 36,400,000 shares in accordance with the provisions set forth in
the amended agreement.

On August 25, 2006, the Company filed an 8-K to report the following:
The dismissal of Hoi Ming Chan as our President and Chief Financial Officer and
the appointment of Ken Chi as our Interim Chief Financial Officer.

On December 4, 2006 the Company filed an 8-K/A amending the 8-K filed on August
25, 2006 correctly stating that the resolution to dismiss Hoi Ming Chan as our
President and CFO occurred at a properly convened meeting of the board of
directors held on August 21, 2006.

On August 25, 2006, the Company filed an 8-K to report the following:
The issuance of 7,236,000 shares of common stock of the Company to pay
contractors that had been providing independent contractor services to Empire.

On December 4, 2006 the Company filed an 8-K/A amending the 8-K filed on August
25, 2006 correctly stating that the resolution to issue shares of the Company to
pay contractors for service provided to the Company occurred at a properly
convened meeting of the board of directors held on August 21, 2006 and to
correct the amount billed to $922,595 versus $922,955 as previously incorrectly
reported.

On November 7, 2006, the Company filed an 8-K to report the following:
That Hoi Ming Chan and his spouse Florence Tsun, together shareholders of 501
Canada Inc. (collectively "the plaintiffs"), had filed a complaint in the Court
of Chancery of the State of Delaware on September 6, 2006 against Mr. Chu,
Mr. Dominelli, Mr. Bing and the Company (collectively "the defendants"). Also on
September 22, 2006 a Stipulated Order Maintaining Status Quo was granted by
Court of Chancery. The defendants filed an answer and counterclaim on October 5,
2006 and on October 27, 2006 the parties reached terms of mutual settlement out
of court. In addition the Company stated that as a result of the Chan complaint,
the closing effective date of the Excel Plan as amended was amended to a date as
soon as practicable after the Chan complaint was resolved. The Company had also
reported that the address of the Corporation changed.

On March 27, 2007, the Company filed an 8-K to report the following:
The Company received notice that SF Partnership tendered their resignation a as
the Company's Certifying Accountant.

Subsequently on May 9, 2007 the Company filed an amendment to the 8-K filed on
March 26, 2007 to comply with the disclosure requirement of Item 304(a)(1)(ii)
of Regulation S-B, and subsequent on June 14, 2007 the Company filed a second
amendment to the 8-K filed March 28, 2007 attaching a response from our former
Certifying Accountant stating that they agree with the information reported by
the Company.

On June 14, 2007, the Company filed an 8-K to report the following:
The complaint by Hoi Ming Chan and Florence Tsun as previously reported on Form
8K filed on November 7, 2006 against Chu, Dominelli, Bing and the Company was
dismissed in the Court of Chancery of the State of Delaware.

On October 5, 2007, the Company filed an 8-K to report the following:
The rescission of the 501 Plan and the rescission of the IMM Agreement with
Blazing Holdings.

On November 8, 2007, the Company filed an 8-K to report the following:
The resignation of Ken Chu as our Chairman and appointment of Mr. Yuan Zhang
Zhao as a director and Chairman and Mr. I Ching Li as a director of the Company.
Mr. Chu remained as a director and Chief Executive Officer. The Company also
reported the issuance of 3,378,900 shares of common stock of the Company to pay
contractors that had been providing independent contractor services to Empire.

Subsequently on November 9, 2007 the Company filed an amendment to the 8-K
filed on November 8, 2007 to correct the spelling of the name Mr. Yuan Zhang
Zhao.

On November 30, 2007, the Company filed an 8-K to report the following:
That the Company and Research Capital had reached a mutual settlement agreement
and the claim against the company was dismissed in the Ontario Superior Court of
Justice.

REPORTS ON FORM 8-K (SUBSEQUENT TO THE DATE OF THIS ANNUAL REPORT)

On May 12, 2008, the Company filed an 8-K to report the following:
The resignation of Mr. Yuan Zhang Zhao and Mr I. Ching Li as well as the
dismissal of Xu Bing as one of our directors. In addition the Company reported
that due to delays in complying with the terms of the Excel Plan as amended the
Company returned 36,400,000 shares issued pursuant to obligations set forth in
the Excel Plan as amended for cancellation. In addition the Company reported
that 2,500,000 shares were issued to contractors for services provided to the
Company and that 3,000,000 shares were issued to private investors in exchange
for $200,000 for fees required to put the company into good standing with its
required filings.

On July 11, 2008, the Company filed an 8-K to report the following:
The SEC issued a notice to Michael Ciavarella, our former executive and current
director of operations, that the SEC had completed its investigation as it
relates to Mr. Ciavarella and that the SEC did not intend to recommend
enforcement.

On December 15, 2008, the Company filed an 8-K/A to report the following:
The Company amended the 8-K filed on March 27, 2007 reporting that it had
engaged the accounting firm of Bernstein and Pinchuk, LLP as the certifying
accountant to replace the SF Partnership, LLP who had resigned on February 16,
2007.

On May 6, 2009, the Company filed an 8-K to report the following:
The SEC issued a letter dated April 28, 2009 requiring the Company to file
delinquent reporting requirements under the Securities and Exchange Act of 1934
(Act) and provided the Company 15 days to respond and to file all reporting
requirements that are not in compliance with the Act.

On June 15, 2009 the Company filed an 8-K/A amending the 8-K filed May 6, 2009
and subsequently filed amendment number 2 on August 14, 2009 to revise the
intended schedule to file outstanding reports.

On August 24, 2009, the Company filed an 8-K to report the following:
The resignation of Ken Chu as our Chief Executive Officer and director.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

EMPIRE GLOBAL CORP.

By: /s/ Vic Dominelli Date: October 30, 2009.
Vic Dominelli
Chairman of the Board
Acting Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By: /s/ Vic Dominelli Date: October 30, 2009.
Vic Dominelli
Chairman of the Board
Acting Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer

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