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EX-31 - CERTIFICATION OF CEO AND CFO - SECTION 302 - Newgioco Group, Inc.section302-ceocfo.txt
EX-32 - CERTIFICATION OF CEO AND CFO - SECTION 906 - Newgioco Group, Inc.section906-ceocfo.txt

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

                                   FORM 10-Q
                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2011

                         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
                               (647) 229-0136
        (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                                Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                                Accelerated Filer [ ]

Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if 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 [X] No [ ]

There were 18,675,800 shares of Common Stock outstanding as of September 30,
2011.




















ITEM 1. FINANCIAL STATEMENTS The unaudited quarterly financial statements for the period ended September 30, 2011, prepared by the company, immediately follow. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements F-1 - F-8 Item 2. Management's Discussion and Analysis or Plan of Operation 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings 17 Item 1A. Risk Factors 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 17 Item 6. Exhibits 17 SIGNATURES 2
ITEM 1. FINANCIAL STATEMENTS EMPIRE GLOBAL CORP. UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTH and NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 and 2010 CONTENTS Balance Sheets F1 Statements of Operations and Comprehensive Loss F2 Statements of Cash Flows F3 Notes to Financial Statements F-4 - F-8 - 3 -
EMPIRE GLOBAL CORP. Balance Sheets September 30, December 31, 2011 2010 US$ US$ (Unaudited) --------- ----------- ASSETS Current Assets - - ------- ------- Total Current Assets - - Property and equipment, net - 2,932 ------- ------- - 2,932 ======= ======= LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued liabilities 122,633 121,771 Advances from related party 5,964 5,964 Liabilities of discontinued operations - - ------- ------- Total Current Liabilities 128,597 127,735 Commitments and Contingencies Stockholders Deficiency Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued. - - Capital Stock, $0.0001 par value, 80,000,000 shares authorized; 18,675,800 shares issued and outstanding 1,868 1,868 Additional paid-in capital 4,902,455 4,902,455 Accumulated other comprehensive loss - - Deficit (5,032,920) (5,029,126) ------- ------- Total Stockholders' Deficiency (128,597) (127,803) ------- ------- - 2,932 ======= ======= See notes to financial statements - F1 -
EMPIRE GLOBAL CORP. (FORMERLY TRADESTREAM GLOBAL CORP.) Statements of Operations and Comprehensive Loss (Unaudited) All amounts in US$ except number of shares Three Months Ended September 30, Nine months ended September 30, 2011 2010 2011 2010 US$ US$ US$ US$ --------- ----------- --------- ----------- Revenue - - - - --------- ----------- --------- ----------- General and administrative expenses 342 32,863 1,009 68,831 Loss from continuing operations before income tax expenses (342) (32,863) (1,009) (68,831) Income tax expenses - - - - --------- ----------- --------- ----------- Loss from continuing operations (342) (32,863) (1,009) (68,831) Other income (expense) Gain from forgiveness of debt - - - 1,448 Impairment of equipment - - (2,785) - --------- ----------- --------- ----------- Total other (income) expense - - (2,785) 1,448 Loss before discontinued operations (342) (32,863) (3,794) (67,383) --------- ----------- --------- ----------- Loss on sale of IMM Investments Inc. - discontinued operations - - - (15,738) --------- ----------- --------- ----------- Net Loss (342) (32,863) (3,794) (83,120) ========= =========== ========= =========== Basic and fully diluted loss per share - continuing operations (0.00) (0.00) (0.00) (0.00) ========= =========== ========= =========== Basic and fully diluted loss per share - discontinued operations (0.00) (0.00) (0.00) (0.00) ========= =========== ========= =========== Basic and fully diluted loss per share (0.00) (0.00) (0.00) (0.00) ========= =========== ========= =========== Basic and fully diluted weighted average number of shares 18,675,800 18,675,800 18,675,800 18,675,800 ========== =========== ========== =========== See notes to financial statements - F2 -
EMPIRE GLOBAL CORP. Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2011 2010 US$ US$ ------- -------- Cash Flows from Operating Activities Net loss (3,794) (67,696) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 147 366 Impairment of equipment 2,785 - Accounts payable and accrued expenses 862 50,541 Prepaid expenses - - Changes in operating assets and liabilities Assets of discontinued operations - 207,906 Liabilities of discontinued operations - (200,000) ------- -------- Net cash (used in) operating activities - (8,884) ------- -------- Cash Flows from Financing Activities Advances from related party - 1,052 ------- -------- Net cash provided by financing activities - 1,052 ------- -------- Effect of foreign exchange fluctuation - 7,832 Net (decrease) increase in cash and cash equivalents - - Cash and cash equivalents - beginning of period - - ------- -------- Cash and cash equivalents - end of period - - ======= ======== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest - - ======= ======== Income taxes - - ======= ======== See notes to financial statements - F3 -
EMPIRE GLOBAL CORP. Notes to Financial Statements (Unaudited) 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. 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 Canada. 2. Going Concern These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the quarter ended September 30, 2011, we had a loss of $342. The Company has incurred losses amounting to $5,032,920 since inception. Continuation as a going concern is uncertain and dependent upon obtaining additional sources of financing to sustain its existence 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 it 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 accompanying unaudited financial statements do not include any adjustments relating to the classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the company be unable to continue in existence. 3. Summary of Significant Accounting Policies The Company's significant accounting policies and recent accounting pronouncements are included in the Company's form 10-K dated and filed on February 21, 2012 for the fiscal year ended December 31, 2010. A summary of critical accounting policies are described below. a) Basis of Financial Statement Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirements of Regulation S-X of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited interim financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. There have been no significant changes in accounting policies since December 31, 2010. The results of operations for the periods are not indicative of the results expected for the full fiscal year or any future period. These unaudited financial statements - F4 -
should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2010. The functional currency used by the Company is the US dollar. b) Use of Estimates In preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States of America, 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. Significant estimates made by management are, among others, realizability of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively. c) Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10 "Accounting for Income Taxes," which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. d) Equipment and Depreciation Equipment is stated at cost less accumulated depreciation. Depreciation, based on the estimated useful lives of the assets, is provided as follows: Equipment 20% Declining Balance e) Impairment of Long Lived Assets The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 350-30, General Intangibles Other than Goodwill, formerly SFAS No. 142, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. f) Fair Value of Financial Instruments The carrying value of the Company's accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments. - F5 -
g) Earnings Per Share FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding . h) Recent Accounting Pronouncements In the quarter ending September 30, 2011, the Financial Accounting Standards Board ("FASB") has issued ASU No. 2011-04 and ASU 2011-5, which is not expected to have a material impact on the consolidated financial statements upon adoption. 4. Discontinued Operations - Impairment of Investment in Armistice Resources Corp. Our assets held for sale of $207,905 on December 31, 2009 included our investment in Armistice as well as foreign currency translation of $28,291 and organizational costs of IMM of $1,629. On January 4, 2010 we disposed of our wholly owned subsidiary IMM Investments Inc. (IMM) which owned 5,000,000 shares of Armistice in exchange for the elimination of $200,000 of debt. The loss on the sale of IMM during the three months ended is as follows: Investment in Armistice net of impairment $ 206,277 Organizational cost 1,629 ---------- 207,906 ---------- Gain on forgiveness of Liabilities 200,000 ---------- Loss on sale of IMM, excluding foreign currency translation loss 7,906 Foreign currency translation 7,832 ---------- Net loss on sale $ 15,738 ========== - F6 -
5. Impairment of Equipment During the second quarter of 2011, we determined that our telephone equipment no longer functioned properly and therefore it was more likely than not that the assets would be disposed of significantly before its previously estimated useful life. As a result, at September 30, 2011 the Company performed an impairment test and determined that an impairment of the carrying value of our equipment was reasonable as follows: Purchase price of equipment $ 11,192 Accumulated depreciation 8,406 Carrying amount at March 31, 2012 2,785 --------- Impairment 2,785 --------- Equipment at June 30, 2012 $ - ========= 6. Property and Equipment Equipment consists of the following: September 30, 2011 December 31, 2010 -------- ----------- Telephone system $ - $ 11,192 Less accumulated depreciation - 8,260 --------- --------- $ - $ 2,932 ========= ========= 7. Advances from Related Party Advances due from a related party for operations are non-interest bearing and are due on demand. Advances from related parties as of September 30, 2011 are as follows: September 30, 2011 December 31, 2010 -------- ----------- Braydon Capital Corp. 5,964 5,964 -------- --------- Total advances from related parties: $ 5,964 $ 5,964 ======== ========= 8. Commitments and Contingencies The Company may be subject to claims arising in the ordinary course of business. The Company was subject to direct legal proceedings which were concluded in June 2010 and in indirect proceedings involving our current Chairman and Principal Executive Officer which were concluded in May 2011 subsequent to the period covered by this report. As a result of the conclusion of these matters, the Company and our Chairman and Executive Officer are no longer subject to legal proceedings. - F7 -
9. Subsequent Events The Company has evaluated subsequent events through the filing date of this quarterly report on form 10-Q for the period ended September 30, and has disclosed such items in this note as follows. On December 9, 2011, Empire Global Corp. (the "Company") entered into a Stock Purchase and Share Exchange Agreement (the "Agreement") with Avontrust Global Pte. Ltd. a Singapore company ("AVT") with its head office and operations in Singapore. When the transaction is closed, AVT will become a wholly-owned subsidiary of Empire Global Corp. Pursuant to the Agreement, at the anticipated closing date of May 8, 2012 the Company will purchase 150,000 shares of AVT representing 100% of the issued and outstanding shares of AVT in exchange for 169,995,000 shares of the Company, or a ratio of approximately 1,133.3 shares of the Company for each share of AVT. The Company will increase the authorized shares in order to issue the new shares. AVT develops and has acquired a series of social networking entertainment Applications on Facebook with approximately 7 million installed users as of the end of Nov 2011. According to Google Analytics, AVT applications are employed by users represented in over 200 countries in approximately 100 languages and in more than 11,000 different cities from Jan 2010 to Dec 2011. AVT's Facebook application portfolio of products ranges from games, quizzes and social commerce storefronts. AVT aims to tap this user base to virally promote innovative new applications it will be producing internally and with its business partners. At the closing of this agreement, the Company will also transform itself into the world's first public quoted company that is managed principally using the Facebook Application Platform. The Share Exchange Agreement is subject to, among other things, (i) completion of due diligence by the parties to the Agreement; (ii) approval of the respective board of directors of each party and (iii) there being no material adverse change in the financial condition, business or prospects of the Company or AVT prior to closing. We expect the acquisition to close no later than May 8, 2012, unless extended by the parties. - F8 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain information included in this form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral or written statements made by us or on our behalf), may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Words or phrases such as "believe," "plan," "will likely result," "expect," "intend," "will continue," "is anticipated," "estimate," "project," "may," "could," "would," "should," and similar expressions are intended to identify forward-looking statements. These statements, and any other statements that are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time (the "Act"). In connection with the "safe harbor" provisions of the Act, we have identified and filed important factors, risks and uncertainties that could cause our actual results to differ materially from those projected in forward-looking statements made by us, or on our behalf (see Part I, Item 1, "Risk Factors" included in our form 10-K for the fiscal year ended December 31, 2010). These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the Securities and Exchange Commission. Because of these factors, risks and uncertainties, we caution against placing undue reliance on forward-looking statements. Although we believe that the assumptions underlying forward-looking statements are reasonable, any of the assumptions could be incorrect, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to modify or revise any forward-looking statement to take into account or otherwise reflect subsequent events or circumstances arising after the date that the forward-looking statement was made. General This discussion and analysis should be read in conjunction with our interim unaudited financial statements and related notes on this form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on form 10-K for the fiscal year ended December 31, 2010. The inclusion of supplementary analytical and related information herein may require us to make appropriate estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Hereinafter, Empire Global Corp. ("Empire") will be referred to as the Company throughout the balance of this document. - 12 -
Our Objectives and Areas of Focus Empire was organized under the laws of the State of Delaware on August 26, 1998. The Company went through various name changes prior to September 2005 when the name was changed to Empire Global Corp. We currently intend to purchase, merge with or acquire any business or assets which management believes has potential for being profitable. During the nine months ended September 30, 2011, we had no income. Due to limited operations, we are presently seeking new business opportunities. As reported in footnote 8 "Subsequent Events", the Company has entered into an Agreement to acquire AVT. Challenges and Risks We have accumulated a deficit of $5,032,920 to September 30, 2011 and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through maintaining minimal operational costs and locating a viable business. There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, or that we will be able to reduce operating expenses. Our unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties. Critical Accounting Policies Our significant accounting policies and recent accounting pronouncements described in Note 3 to our unaudited financial statements are included in the annual report for the year ended December 31, 2010 and a summary of critical accounting policies and recent accounting pronouncements is included in Note 3(h) of this form 10-Q. We prepare our financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently. A comprehension of our critical accounting policies is necessary to understand our financial results as their application places the most significant demands on our management's judgment. - 13 -
Overall Results of Operations As a result of our limited business operations, we had minimal changes in our overall results. We have no cash as of the date of this filing and therefore are not able to satisfy our working capital needs for the next year. We anticipate funding our working capital needs for the next twelve months through private advances and loans from our management and key shareholders, or if available, equity capital markets. Although the foregoing actions are expected to cover our anticipated cash needs for working capital and capital expenditures for at least the next twelve months, no assurance can be given that we will be able obtain financing or raise sufficient cash to meet our cash requirements. As described elsewhere, subsequent to the period covered by this report, on December 9, 2011 the Company entered into an Agreement to acquire AVT. The Agreement is expected to close on May 8, 2012. Over the next twelve months we plan to continue seek out additional new business opportunities. If we enter into a new business opportunity or close such a venture, will need to raise additional working capital and we may be required to hire additional employees, independent contractors as well as purchase or lease additional equipment. We plan to raise this additional working capital through the private placement of shares, private advances and loans. We anticipate continuing to rely on equity sales of common stock 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 Included in the $128,597 of current liabilities at September 30, 2011 is $5,964 in advances from related parties. None of the amounts due to related parties bear interest, have any fixed terms of repayment or are collateralized. COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 Revenues We had no revenue from operations during the three and nine months ended September 30, 2011. Operating Expenses Our operating expenses decreased to $3,794 for nine months ended September 30, 2011 compared to $83,120 over the same period in the previous year and to $342 for the three months ended September 30, 2011 compared to $15,424 over the same period in 2010. This decrease was largely a result of our limited operations. We expect our operating costs to be approximately $179,735 over the next year, unless we locate a new viable business. - 14 -
Liquidity and Capital Resources The Company had no cash balance at September 30, 2011 or on December 31, 2010. The notes to our unaudited financial statements as of September 30, 2011, contain a disclosure regarding our uncertain ability to continue as a going concern. We have not generated revenues to cover our expenses, and we have accumulated a deficit of $5,032,920. As of September 30, 2011, we had $128,597 in current liabilities and no current assets, as such we are left with a working capital deficit of $128,597 and cannot assure that we will succeed in locating a viable business opportunity or that we will be able to achieve a profitable level of operations sufficient to meet our ongoing cash needs. Below is a discussion of our sources and uses of funds for the three and nine months ended September 30, 2011. Net Cash Used In Operating Activities We had no change in net cash during the three month and nine month periods ended September 30, 2011 compared to no change in net cash during the three months ended and $8,884 in net cash used in operating activities during the nine month periods ended September 30, 2010 respectively. The change is a result of the disposal of our wholly owned subsidiary IMM Investments Inc. on January 4, 2010. Net Cash Provided By Financing Activities We had no net cash provided by financing activities during the three month and nine month periods ended September 30, 2011 compared to no change in net cash during the three month and $1,052 in net cash provided by financing activities during the nine month period ended September 30, 2010 respectively. The difference is a result of reduced administrative costs. Net Cash Used In Investing Activities We did not have any investing activities during the three and nine months ended September 30, 2011 or September 30, 2010. Contingencies and Commitments We had no contingencies or long-term commitments at September 30, 2011. Contractual Obligations None. Inflation We do not believe that inflation will have a material impact on our future operations. - 15 -
Off-Balance-Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that we expect to be material to investors. We do not have any non-consolidated, special-purpose entities. Item 3. 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 4. Controls and Procedures. Disclosure Controls and Procedures Pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, Director of Operations including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer (the Company's principal financial officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation and the identification of material weaknesses in our internal control over financial reporting, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Changes in Internal Controls There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management's Report on Internal Controls over Financial Reporting 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. - 16 -
PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Company may be subject to claims arising in the ordinary course of business. We are not a party to, or the subject of, any pending legal proceeding. Item 1A. Risk Factors. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report. Item 5. Other Information. During the quarter of the fiscal year covered by this report, Empire reported all information that was required to be disclosed in a report on form 8-K. Item 6. Exhibits (a) Index to and Description of Exhibits All Exhibits required to be filed with the form 10-Q are included in this quarterly filing or incorporated by reference to Empire's 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. 31 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - 17 -
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMPIRE GLOBAL CORP. By: /s/ Michael Ciavarella Date: March 9, 2012. ------------------------- Michael Ciavarella Chairman of the Board, Chief Executive Officer and Chief Financial Office