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

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

                                  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, 2011.

[ ] 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)

671 Westburne Dr., Concord, Ontario                            L4K 4Z1
(Address of principal executive offices)                      (Zip Code)

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

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.                                  Yes [ ] No [X]

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 [ ]

Indicate by checkmark whether the registrant has submitted electronically and
   posted on its corporate Website, if any, every Interactive Data File required
   to be submitted and posted pursuant to Rule 405 of Regulation S-T (s.s.
   232.405 of this chapter) during the preceding 12 months (or for such shorter
   period that the registrant was required to submit and post such files).
                                                                  Yes [ ] 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 [X] No [ ] The issuer had $0 in revenues for its most recent fiscal year. The number of shares outstanding of the issuer's single class of common stock, as of the close on September 25, 2012 is 18,675,800 shares. The aggregate market value of the Registrant's common stock, $0.0001 par value, held by non-affiliates as of June 30, 2011, the last business day of the second fiscal quarter, was $186,758 based on the average closing bid and asked prices for the Common Stock of $0.01 per share. TABLE OF CONTENTS PAGE PART I ITEM 1. DESCRIPTION OF BUSINESS 3 ITEM 2. DESCRIPTION OF PROPERTY 5 ITEM 3. LEGAL PROCEEDINGS 6 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 6 ITEM 6. SELECTED FINANCIAL DATA 11 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS 11 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA (Financial Statements - pages numbered as F1 to F12) 17 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 30 ITEM 9A. CONTROLS AND PROCEDURES 30 ITEM 9B. OTHER INFORMATION 31 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 31 ITEM 11. EXECUTIVE COMPENSATION 33 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 34 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 35 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 36 ITEM 15. EXHIBITS 36 SIGNATURES 38 2
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 throughout this Annual Report on form 10-K. Actual results may differ materially from those projected. These forward-looking statements are not historical facts but rather represent our judgment as of the date of the filing of this Annual Report on form 10-K. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. We disclaim any intent or obligation to update these forward-looking statements. Item 1. Description of business A. COMPANY OVERVIEW The issuer, Empire Global Corp. ("the Company", "Empire") was organized as Pender International, Inc. ("Pender") under the laws of the state of Delaware on August 26, 1998. We are authorized to issue an aggregate amount of eighty million (80,000,000) shares of common stock with a $0.0001 par value, and twenty million (20,000,000) shares of preferred stock with a no par value. Each shareholder of the common stock shall be entitled to one vote for each share of common stock held. As of September 25, 2012 there were 18,675,800 shares of common stock outstanding and no preferred shares of stock outstanding. Since inception, the Company has explored a number of business ventures and in conjunction with the various business opportunities has changed its name. Contemporaneously with a plan of reorganization aimed at pursuing business opportunities in Canada and China the Company changed its name to Empire Global Corp. in September 2005. These business ventures proved to be difficult and unsustainable, therefore where abandoned. Since the ventures were abandoned, until the present, the Company has been inactive and could be deemed to be a so-called "shell" company. Our sole purpose as a "shell" company, at this time, except for filing required periodic reports with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder and making other related corporate filings, is to locate and consummate a merger or acquisition with a private entity. As of the date hereof, the Company can be defined as a "shell" company, an entity which is generally described as having no or nominal operations and with no or nominal assets or assets consisting solely of cash and cash equivalents. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements. 3
On December 9, 2011, 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. As reported in Subsequent Events, on July 2, 2012, prior to the closing of the Agreement, the Company and AVT mutually agreed to terminate the Agreement. B. BUSINESS DESCRIPTION PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS During the period covered by this report the Company together with its subsidiaries was a diversified holding company seeking to acquire and operate income producing businesses that have a good prospect for growth. 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 January 4, 2010, the Company disposed of IMM. As of December 31, 2011, the Company did not have interests in any business, however the Company had entered into an Agreement to purchase AVT on December 9, 2011, and subsequently terminated the Agreement to purchase AVT on July 2, 2012. DISTRIBUTION METHODS FOR PRODUCTS OR SERVICES As of the fiscal year ended December 31, 2011 the Company has no products or services available. STATUS OF PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES As of the fiscal year ended December 31, 2011 the Company has no current business operations. COMPETITIVE BUSINESS CONDITIONS, COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF COMPETITION As of the fiscal year ended December 31, 2011 the Company has no current business operations and therefore does compete with any other business. SOURCES AND AVAILABILITY OF SUPPLIES 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 we did not retain legal counsel, and our Independent Registered Public Accounting Firm is Paritz and Co., PA of Hackensack, NJ. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS As of the end of the period covered by this report Empire does not have any active business interests. The Company will continue to seek new potential acquisition targets to develop an operating business. PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS 4
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 There is no current need for Government Approval for its products or services. EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS There is no current effect on us of existing or probable governmental regulations on the business. RESEARCH AND DEVELOPMENT COSTS The Company had no research and development costs during the year ended December 31, 2011. 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. 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. 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 1B. Unresolved Staff Comments None. Item 2. Description of Property. Empire currently does not maintain a principal executive office. Empire's mailing address is 671 Westburne Dr., Concord, Ontario, L4K 4Z1, 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 which we disposed of on January 4, 2010 had made an investment in Armistice Resources Corp. which does. However, our investment in Armistice did 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 5
for Electronic Document Analysis and Retrieval (SEDAR) developed in Canada for the Canadian Securities Administrators (www.sedar.com). As a result of our disposal of IMM, the Company no longer has an interest in Armistice. Item 3. Legal Proceedings The Company may be subject to claims arising in the ordinary course of business. We are not a party to, or the subject of, any pending legal proceeding. We are not aware of any legal proceeding or any action being contemplated by a governmental authority. Item 4. Reserved Not applicable. 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. 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 wish 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 Empire's common stock include: a. announcements concerning Empire or its competitors, including the negotiation b. for or acquisition of a target business; c. announcements regarding financial developments; d. government regulations, including stock option accounting and tax regulations; e. acts of terrorism and war; or f. rumors or allegations regarding Empire's financial disclosures or practices. 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. 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. 6
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. 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. 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 Pink Sheets LLC for the periods covered by this report as indicated. BID PRICES 2010 PERIOD HIGH LOW January 1 - March 31 $ 0.015 $ 0.02 April 1 - June 30 0.015 0.015 July 1 - September 30 0.015 0.005 October 1 - December 31 0.01 0.001 2011 PERIOD January 1 - March 31 $ 0.001 $ 0.001 April 1 - June 30 0.001 0.001 July 1 - September 30 0.001 0.001 October 1 - December 31 0.03 0.01 SHAREHOLDERS As of December 31, 2011, 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. 7
DESCRIPTION OF SECURITIES As of December 31, 2011, there were 18,675,800 shares of common stock, of 0.0001 par value, issued and outstanding of which 20 shares are restricted within the meaning of Rule 144(a)(3) promulgated under the Securities Act of 1933, as amended. The Company may issue restricted shares in private transactions not involving a public offering or issued as consideration for payments of fees and services provided to the Company. Restricted securities may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a "shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a "shell company" and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. At the present time, we are classified as a "shell company" under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As such, any restricted securities of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a "shell company"; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company. 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. In each of the foregoing described stock splits we filed a notice under rule 10b-17 with NASD of our intention to effect the stock 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 On September 30, 2005, we completed a 1 for 10 reverse split of our common stock. 8
1 for 10 Reverse Split Effective June 30, 2005, we completed a 1 for 10 reverse split of our common stock. 7 for 1 Forward Split On July 23, 2004, the Board of Directors approved a 7 for 1 forward split of our common stock. The common stock dividend payment date was July 26, 2004 to stockholders of record as at July 23, 2004. Each of the foregoing change in authorized shares was approved by the Board of Directors and the holders of a majority of the issued and outstanding shares of common stock and a Certificate of Amendment filed with the State of Delaware. On September 21, 2004, the Company amended its Certificate of Incorporation to increase the number of authorized common shares from 80,000,000 to 400,000,000. On December 28, 2006, the Company amended its Certificate of Incorporation to decrease the number of authorized common shares from 400,000,000 to 80,000,000. 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 9
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 (20,888 post-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 (50,000 post-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 an accredited investor in exchange for the cancellation of debt 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. On May 5, 2008, Empire completed a private placement of 5,500,000 shares of its common stock. The Company issued 3,000,000 shares of common stock with a total value of $200,000, as well as 2,500,000 shares of common stock with a total value of $175,000 to a group of accredited investors in exchange for the cancellation of debt owed by the Company to each investor. 10
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. 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-split (100,000 post-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. 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 describes some, but not all, of the possible risk factors whether known or unknown to management on the date of this filing. ABILITY TO CONTINUE AS A GOING CONCERN 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 11
Company has not generated any revenues and no revenues are anticipated until it begins operations from a new business plan. 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. 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." GENERAL Empire was incorporated in the state of Delaware on August 26, 1998. Our principal executive office is located in Toronto, Canada. On July 9, 2004 we acquired 100% of the shares of IMM Investments Inc. ("IMM"), an Ontario Corporation. On January 4, 2010 the Company disposed of IMM. As of December 31, 2011, the Company has no business operations and has been seeking new business opportunities during the period covered by this report. As reported in Subsequent Events, on July 10, 2012 the Company reported that it terminated the Agreement to acquire AVT which was first entered into on December 9, 2011. PLAN OF OPERATION At December 31, 2011 we had no cash and no assets and 150,000 in current liabilities. Our cash flow requirement for the twelve-month period from January 2012 to December 2012 is estimated to be $192,000. Empire Additional Working Capital: Empire has a working capital deficit as of December 31, 2011 of $150,000. Additional working capital is not currently assessable since the Company is seeking business opportunities. As of the date of this report, the Company has no business or operations, therefore, the amount of working capital required 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 stockholders and to execute private placements with related and other parties over the next twelve months. The Company's plan of operation 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. Subsequent to the period covered by this report, the Company terminated the 12
Agreement to acquire AVT. It is impossible at this time to determine the result of our business development as a result of the Agreement. Therefore, the Company will continue to seek additional opportunities and potential acquisition targets to develop a operating business. 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 13
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 or complete a business combination, as to the terms of a business combination, or as to the nature of the target business. 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. On December 12, 2011 the Company filed a form 8-K report with the Securities and Exchange Commission containing material facts that management has entered into an agreement to acquire AVT as described elsewhere. On July 10, 2012 the Company filed an 8-K announcing that the Company had terminated agreement to acquire AVT. 14
COMPARISONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 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 generally not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the decision and implementation of a new business plan. Revenues 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. Expenses General and administrative expenses represent the bulk of our net operating results. Our net loss from continuing operations decreased from $70,846 in 2010 to $31,744 in 2011. The amount of $31,744 recorded in 2011 includes an imputed interest expense on advances from shareholders of $6,547. The decrease was a result of our limited operations during the year ended December 31, 2011. In 2011 we financed our capital needs with advances from two shareholders, Braydon Capital Corp and Gold Street Capital Corp. In the subsequent twelve month period our operating costs are expected to decrease due to the limited scope of work and expenses anticipated to be incurred for filing our regulatory requirements and actively pursuing a new business venture. Net Income/Loss For the year ended December 31, 2011, we had a net loss from operations of $31,744 or $0.002 net loss per share which was a decrease of $45,560 in net loss from our net loss of $77,304 or $0.005 net loss per share for the year ended December 31, 2010. During 2010 our losses included $6,458 associated with our discontinued operations of IMM. Assets and Liabilities Assets At December 31, 2011 we had no cash and no assets compared to no cash and total assets of $2,932 at December 31, 2010. Liabilities Our current liabilities at December 31, 2011 were $150,000 versus $127,735 in 2010. The increase was a result of debts due to two shareholders to fund our operations during 2011. RELATED PARTY TRANSACTIONS The amount due to related parties at December 31, 2011, is $150,000 compared to $127,735 for the year ended December 31, 2010. Advances are due to stockholders, are non-interest bearing and are due on demand. Interest was imputed at 5% per annum. The Company recorded an interest expense of $6,547 for the year ended December 31, 2012. Liquidity and capital resources The Company had no cash balance at December 31, 2011 or 2010. The notes to our financial statements as of December 31, 2011 and 2010, contain footnote disclosure regarding our uncertain ability to continue as a going concern. We 15
have no revenues to cover our expenses, and we have an accumulated deficit of $5,060,870. As of December 31, 2011, we had $150,000 in current liabilities as well as a working capital deficit of $150,000 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. We have not generated revenues 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 engage an independent contractor when required to provide services for us. The contractor submits invoices for time and out of pocket expenses. 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, 2011 and 2010. CASH FLOWS Net Cash Used In Operating Activities Our net cash used in operating activities decreased to $22,265 during the year ended December 31, 2011 versus $70,114 in 2010. The decrease was primarily due to a decrease in our operating costs. Net Cash Used In Investing Activities There were no investing activities in 2011 or 2010. Net Cash Provided By Financing Activities Our cash from financing activities in 2011 decreased to $22,265 versus $70,114 for the period ended 2010 and were limited to advances from two shareholders during the years ended December 31, 2011 and 2010. OFF BALANCE-SHEET ARRANGEMENTS We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities. INCOME TAXES Note 7 of the financial statements included in this report sets out our deferred tax assets as of December 31, 2011 and 2010. 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 financial statements, which could have a material impact on our financial results. 16
CONTINGENCIES AND COMMITMENTS See Note 8 of Notes to Financial Statements for a detailed explanation of our contingencies. We had no long-term commitments at December 31, 2011. CONTRACTUAL OBLIGATIONS We had no contractual obligations at December 31, 2011. 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 Transactions involving the Company are generally denominated in U.S. dollars. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS See Note 3(k) "Recently Accounting Pronouncements" of Notes to Financial Statements. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE See Note 9 "Subsequent Events" of Notes to Financial Statements. 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. (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2011 and 2010 CONTENTS Report of Independent Registered Public Accounting Firm F-1 - F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Changes in Stockholders' Deficiency F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 - F-12 17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Empire Global Corp Toronto, Ontario, Canada We have audited the accompanying consolidated balance sheet of Empire Global Corp., ("the Company") as of December 31, 2011 and the related consolidated statements of operations and comprehensive loss, changes in stockholders' deficiency, and cash flows for the year then ended and for the period from inception (January 5, 2010) to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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. Accordingly, we express no such opinion. 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 referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and the results of its operations and its cash flows for the year then ended and for the period from inception (January 5, 2010) to December 31, 2011 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 no cash and other assets, incurred significant losses from operations since its inception 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/Paritz & Company, P.A. Hackensack, NJ September 18, 2012 F-1
To the Board of Directors and Stockholders of Empire Global Corp Toronto, Ontario, Canada We have audited the accompanying consolidated balance sheet of Empire Global Corp., ("the Company"), and subsidiary as of December 31, 2010 and the related statements of operations and comprehensive loss, changes in stockholders' equity (deficiency), and cash flows for the year ended December 31, 2010. 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 audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year 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, NY February 21, 2012 F-2
EMPIRE GLOBAL CORP. (A Development Stage Company) Consolidated Balance Sheets December 31, 2011 2010 ------------ ------------ US$ US$ ASSETS Current Assets Pre-paid and other assets - - ------------ ------------ Total Current Assets - - Property and equipment, net - 2,932 ------------ ------------ - 2,932 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current Liabilities Advances from stockholders 150,000 127,735 ------------ ------------ Total Current Liabilities 150,000 127,735 Commitments and Contingencies - - Stockholders' Equity (Deficiency) Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding - - Capital Stock, $0.0001 par value, 80,000,000 shares authorized, shares issued and outstanding 18,675,800 for both years 1,868 1,868 Additional - paid in capital 4,909,002 4,902,455 Accumulated other comprehensive income - (7,832) Deficit (5,060,870) (5,029,126) ------------ ------------ Total Stockholders' Equity (Deficiency) (150,000) (124,803) ------------ ------------ - 2,932 ============ ============ See notes to financial statements F-3
EMPIRE GLOBAL CORP. (A Development Stage Company) Consolidated Statements of Operations and Comprehensive Loss From inception (January 5, 2010) Years ended December 31, December 31, 2011 2010 2011 -------- -------- ------------ US$ US$ US$ Revenue - - - General and administrative expenses 25,197 70,846 96,043 Interest expense - stockholders 6,547 - 6,547 Loss from continuing operations (31,744) (70,846) (102,590) -------- -------- ------------ Discontinued operations Loss on disposal of discontinued operations - (6,458) (6,458) -------- -------- ------------ Net Loss (31,744) (77,304) (109,048) Basic and fully diluted loss per share - continuing operations (0.002) (0.004) ======== ======== Basic and fully diluted loss per share - discontinued operations (0.000) (0.001) ======== ======== Basic and fully diluted loss per common share (0.002) (0.005) ======== ======== Basic and fully diluted weighted average number of shares outstanding 18,675,800 18,675,800 =========== =========== See notes to financial statements F-4
EMPIRE GLOBAL CORP. (A Development Stage Company) Consolidated Statements of Changes in Stockholders' Deficiency Accumulated Common Additional Other Total Stock Paid-In Comprehensive Accumulated Stockholders' Shares Par Value Capital Income Deficit Equity ------------------------------------------------------------------------------------- US$ US$ US$ US$ US$ US$ Balance at January 1, 2010 18,675,800 1,868 4,902,455 (7,832) (4,943,990) (47,499) Foreign currency translation adjustment - - 7,832 - 7,832 Net loss - - - (85,136) (85,136) ------------------------------------------------------------------------------------- Balance at December 31, 2010 18,675,800 1,868 4,902,455 - (5,029,126) (124,803) Imputed interest on shareholder advances - 6,547 - - 6,547 Net loss - - - (31,744) (31,744) ------------------------------------------------------------------------------------- Balance at December 31, 2011 18,675,800 1,868 4,909,002 - (5,060,870) (150,000) ===================================================================================== See notes to Consolidated Financial Statements F-5
EMPIRE GLOBAL CORP. (A Development Stage Company) Consolidated Statements of Cash Flows From inception (January 5, 2010) Years ended December 31, December 31, 2011 2010 2011 -------- -------- ------------ US$ US$ US$ Cash Flows from Operating Activities Net loss from continuing operations (31,744) (70,846) (102,590) Net loss from discontinued operations - (6,458) (6,458) Net loss (31,744) (77,304) (109,048) Adjustments to reconcile net loss to net cash used in operating activities Depreciation 147 732 879 Imputed interest 6,547 - 6,547 Disposal of equipment 2,785 - 2,785 Loss on disposal of discontinued operations - 6,458 6,458 Net cash used in operating activities (22,265) (70,114) (92,379) Cash Flows from Financing Activities Advances from stockholders 22,265 70,114 92,379 Net cash provided by financing activities 22,265 70,114 92,379 Net increase (decrease) in cash - - - Cash - beginning of year - - - Cash - end of year - - - Supplemental disclosure of cash flow information: Cash paid during the years for: Interest - - - Income taxes - - - See notes to financial statements F-6
EMPIRE GLOBAL CORP. (A Development Stage Company) 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. On September 30, 2005 contemporaneously with a change in management and business plan changed its name to Empire Global Corp. On January 5, 2010, the Company became a development stage company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities. The Company's principal executive offices are headquartered in Toronto, Canada. On July 9, 2004, the Company acquired IMM Investments Inc. ("IMM") an Ontario Corporation in exchange for 210,000 (21 million pre-reverse stock splits) shares of the Company's common stock paid to the former shareholder of IMM thereby making IMM a wholly owned subsidiary. On January 4, 2010 the Company disposed of IMM (see note 4). On December 9, 2011, the Company entered into a Stock Purchase and Share Exchange Agreement (the "Agreement") to acquire Avontrust Global Pte. Ltd. ("AVT"), a Singapore company with its head office and operations in Singapore. As disclosed in note 9, on July 2, 2012, prior to the closing of the Agreement, the Company and AVT mutually agreed to terminate the Agreement as a result the Company no longer has any business operations and is actively seeking new business opportunities. The Company did not have any business after disposal of IMM and has been looking for potential acquisitions since then. Accordingly, the Company's activities have been accounted for as those of a Development Stage Enterprise starting from January 5, 2010. The Company's financial statements are identified as those of a development stage company, and the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. 2. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. As of December 31, 2011, the Company has no cash or other assets, has incurred significant losses from operations since its inception and has not yet established any source of revenues. These conditions, among others, raise substantial doubt about the Company's ability 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 its operating expenses or be successful in locating or acquiring a viable business. The accompanying 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. F-7
3. Summary of Significant Accounting Policies a) Basis of Presentation and Consolidation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its subsidiary. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year end is December 31. Certain amounts included in the 2010 financial statements have been reclassified to conform to the 2011 financial statement presentation. b) Cash Cash consists 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. c) 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, 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. d) Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. e) Impairment of Long Lived Assets In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured as 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 cost to sell. During the reporting periods there was no impairment loss of long-lived assets recognized. F-8
FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic net earnings per common share are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Basic and diluted loss per share was the same, at December 31, 2011 and 2010, as there were no common stock equivalents outstanding. g) Income Taxes We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. h) Fair Value of Financial Instruments We measure our financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The carrying value of the Company's short term investments, prepaid and sundry assets, accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments. The Company adopted accounting guidance for financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: F-9
Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted a newly issued accounting standard for fair value measurements of all non-financial assets and liabilities not recognized or disclosed at fair value in the financial statements on a recurring basis. i) Comprehensive Income The Company adopted FASB ASC 220-10-45, "Reporting Comprehensive Income.", ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income 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. j) Foreign Currency Translation The Company accounts for foreign currency translation pursuant to FASB ASC 830-20 "Foreign Currency Translation". The functional and reporting currency of the Company is the U.S. dollar ("US$"), while the functional and reporting currency for IMM Investments Inc., a wholly-owned Canadian subsidiary, which was disposed of on January 4, 2010, is the Canadian dollar. Assets and liabilities are translated into US$ using the exchange rate at the balance sheet date, while equity accounts are translated using the historical exchange rate. Revenues and expenses are translated using the average exchange rates prevailing throughout the year. Translation adjustments are included in other comprehensive income for the year. k) Recent Accounting Pronouncements During the year ending December 31, 2011, the Financial Accounting Standards Board ("FASB") has issued ASU No. 2011-01 through ASU 2011-12, none of which are expected to have a material impact on the financial statements upon adoption. 4. Discontinued Operations On January 4, 2010 we disposed of our wholly owned subsidiary IMM which owned 5,000,000 shares of Armistice in exchange for the elimination of $200,000 of debt. The Company recorded loss on disposal of subsidiary of $6,458 during the year ended December 31, 2010. 5. Property and Equipment Property and equipment consists of the following: 2011 2010 ---------- ---------- Telephone system $ - $ 11,192 Less accumulated depreciation - 8,260 ---------- ---------- $ - 2,932 ========== ========== F-10
During the second quarter of 2011, we determined that our telephone equipment no longer functioned properly. The Company disposed the equipment and recorded loss on disposal of equipment of $2,785 for the year ended December 31, 2011. 6. Advances from stockholders Advances from stockholders are non-interest bearing and are due on demand. Interest was imputed at 5% per annum. The Company recorded an interest expense of $6,547 for the year ended December 31, 2011. Advances from stockholders as of December 31, 2011 and 2010 are as follows: 2011 2010 ---------- ---------- Braydon Capital Corp. $ 31,314 $ 112,621 Gold Street Capital Corp. $ 118,686 $ 15,114 ---------- ---------- Total advances from stockholders: $ 150,000 $ 127,735 ========== ========== 7. Income Taxes The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the year ended December 31, 2011 and 2010. The Company's deferred tax assets as of December 31, 2011 and 2010 are as follows: 2011 2010 ---------- ---------- Net loss carryforward $ 1,771,000 $ 1,760,000 Valuation allowance ( 1,771,000) ( 1,760,000) ---------- ---------- Deferred tax assets $ - $ - ========== ========== The Company has accumulated a net operating loss carryforward ("NOL") of approximately $5 million as of December 31, 2011. This NOL may be offset against future taxable income through the year 2031. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the NOL. No tax benefit has been reported in the financial statements for the year ended December 31, 2011 and 2010 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations. NOL incurred are subject to limitation due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited in any one year by alternative minimum tax rules. 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. As a result of the conclusion of these matters, the Company and our Chairman and Executive Officer are no longer subject to ongoing legal proceedings. F-11
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"). In June 2010, the matter was mutually settled between the parties. As a result of the mutual settlement the claim against the Company was discontinued with no loss to the Company. On December 10, 2004, the Ontario Securities Commission ("OSC") served upon the former President and C.E.O. of the Company ("executive officer"), and companies controlled by our executive officer, as well as a shareholder of the Company related to the father of our former Chairman Kalson Jang and an unrelated party hired by Kalson Jang's father, collectively the "respondents" an order to cease trading in shares of Pender International Inc. ("Pender") an Ontario corporation owned by our former Chairman Kalson Jang and his father Kalano Jang a former shareholder of the Company. 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 executive officer. As a result of the court proceedings, it was learned that the individual co-accused with our executive officer, while employed by a company associated with Kalano Jang, was a rogue RCMP agent and acted to defraud our executive officer, it was also discovered that senior RCMP officers had tampered with evidence allegedly to cover-up certain improper RCMP procedures and actions leading to the fraud perpetrated against our executive officer and admitted to a violation of his Canadian Charter Rights. On May 17, 2011 our executive officer entered into a settlement agreement offered by the OSC whereby the OSC agreed that our executive officer had no involvement in the fraud perpetrated against him by the co-accused RCMP agent and our executive officer agreed that he failed to properly monitor his trading accounts leading to the fraud committed against him by the former RCMP agent. Our executive officer agreed not to act in the capacity of an officer or director of any Canadian issuer for a period of five years. Criminal charges and proceedings against our executive Officer were subsequently stayed on May 18, 2011. 9. Subsequent Events The Company has evaluated all events or transactions that occurred subsequent to December 31, 2011 through the date these financial statements were issued, and has disclosed 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. The Share Exchange Agreement was 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. On July 2, 2012, prior to the closing of the agreement, the Company and AVT determined that the Agreement was no longer in the best interests of their respective shareholders and therefore entered into a Mutual Termination Agreement as report on Form 8-K filed July 10, 2012. F-12
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure None. Item 9a. Controls and procedures Annual Evaluation of Disclosure Controls We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), who are the same person, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective in providing material information required to be included in our periodic SEC filings on a timely basis and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure about our internal control over financial reporting discussed below. Management's Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our internal control system was designed to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. The framework used by management in making that assessment was the criteria set forth in the document entitled "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2011, our internal control over financial reporting was not effective due to material weaknesses resulting from our limited resources. This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission. Changes in Internal Control, Over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are 30
reasonably likely to materially affect, our internal control over financial reporting. Item 9b. Other information None. PART III Item 10. Directors and executive officers, promoters and control persons On December 31, 2011, Empire had two directors and two executive officers, neither of which 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. On June 6, 2011, Mr. Dominelli resigned as Chairman of the Board and as Interim Chief Executive Officer and Chief Financial Officer but remained as a director. On the same day Mr. Michael Ciavarella was appointed as Chairman of the Board and as President, Chief Operating Officer and Chief Financial Officer. On October 27, 2011, Mr. Merchant resigned as Chief Executive Officer and director of the Company and on the same day Mr. Ciavarella resigned as president and was appointed Chief Executive Officer. 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: Date Name Age Position First Elected Term Expiry Michael Ciavarella 50 Chairman, Director June 6, 2011 None Chief Executive Officer, Chief Financial Officer, Chief Operating Officer Vic Dominelli 48 Director January 6, 2005 None Secretary 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 Michael Ciavarella, B.Sc. - Chairman of the Board, CEO, COO, CFO 2005 - 2011 Director of Operations, Empire Global Corp. 2004 President and CEO, Empire Global Corp (formerly Pender) 1990 - 2007 Independent Investment Advisor, Limited Market Dealer 1986 - 1990 Teacher - Cree School Board 31
Mr. Ciavarella is 49 years old and is our former president, and chief executive officer. Mr. Ciavarella graduated from Laurentian University with a Bachelor of Science degree in science with studies in mining engineering. From 2002 to 2004 Mr. Ciavarella has served as a senior executive, financial planner and life insurance underwriter with Dagmar Insurance Services and financial advisor with Manulife Financial. In 2004, Mr. Ciavarella was instrumental in financing Armistice Resources Corp. a distressed gold mining venture situated in Northern Ontario, Canada. As a result of Mr. Ciavarella's investment and the efforts invested by Armistice's current management and staff, Armistice has completed its initial exploration and development and is planning to commence mining operations and gold production. Since 2005, Mr. Ciavarella has been engaged as our Director of Operations and assisted in a number of acquisition endevours explored by the Company during the period. In 2011, Mr. Ciavarella was appointed as chairman and executive officer. Vic Dominelli - Director, Secretary 2002 - Current Construction Supervisor 1985 - 2002 Senior Human Resources Manager Bombardier Aircraft Canada Inc. 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 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 with the exception of the specific temporary restrictions limited to Canada mutually agreed to between Mr. Michael Ciavarella and the Ontario Securities Commission. 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, which the exception of Braydon Capital Corp., and Gold Street Capital Corp. the Company believes that all directors, officers and beneficial owners of more than 10% of any class of equity securities filed on a timely basis the reports required by Section 16(a) of the Exchange Act during the most recent fiscal year. Nomination Procedure for Directors Empire has adopted a nominee committee charter however, due to our limited operations does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Identification of Audit Committee The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of 32
Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person. Although we are not legally required to have an audit committee, the Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's board of directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company's board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles. Code of Ethics On February 21, 2006, the Company's board of directors formally adopted a Code of Business Conduct and Ethics effective December 31, 2005. 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 by reference 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., 671 Westburne Dr., Concord, Ontario, L4K 4Z1 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. SUMMARY COMPENSATION TABLE - Non-equity Nonqualified Name and Stock Option Incentive Plan Deferred All Other Total principal Salary Bonus Award(s) Award(s) Compensation Compensation Compensation Compensation position Year ($) ($) ($) ($) ($) ($) ($) ($) ------------------- ---- ------ ------ ------- -------- -------------- ------------ ------------ ------------ Michael Ciavarella CEO, CFO, Chairman 2011 0 0 0 0 0 0 0 0 Vic Dominelli, Secretary, Director 2011 0 0 0 0 0 0 0 0 2010 0 0 0 0 0 0 0 0 2009 0 0 0 0 0 0 0 0 2008 0 0 0 0 0 0 0 0 2007 0 0 0 0 0 0 0 0 2006 0 0 0 0 0 0 0 0 2005 0 0 0 0 0 0 0 0 33
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, 2011 the beneficial ownership of the Company's Common Stock (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding Common Stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group. Unless otherwise indicated, the Company believes that the beneficial owners of the shares have sole voting and investment power over such shares. The address of all individuals for whom an address is not otherwise indicated is 671 Westburne Dr., Concord, Ontario L4K 4Z1. Name and Address Percent Title of Class of Beneficial Owner Amount of Class -------------- ----------------------------- ----------- -------- Common Braydon Capital Corp. 5,568,700 29.8% 42 Wishing Well Crt. Kleinburg, Ontario Common Gold Street Capital Corp. 12,360,660 66.1% 155 Mary Street, Zephyr House Georgetown, Grand Cayman 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 18,675,800 shares of common stock outstanding as of December 31, 2011. 34
SECURITY OWNERSHIP OF MANAGEMENT Name and Address Percent Title of Class of Beneficial Owner Amount of Class -------------- ----------------------------- ----------- -------- Common Michael Ciavarella 0 0% Chairman, CEO, COO, CFO 671 Westburne Dr. Concord, Ontario, L4K 4Z1 Common Vic Dominelli, 0 0% Director and Secretary 671 Westburne Dr. Concord, Ontario, L4K 4Z1 Common Total shares owned by officers 0 0% and directors of the Company as a group. All directors and executive officers (2 persons) CHANGES IN CONTROL None Item 13. Certain relationships and related party transactions In the last 2 years, there have been no transactions or proposed transactions in which Empire was or was to be a party where directors or executive officers, nominees for election as a director and members of the immediate family of such persons were involved. Empire Global Corp. has no parent company and was not involved in any transactions or agreements with any promoters in the last five years. Transactions with Related Persons 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: Promoters and control persons During the past six fiscal years, Vic Dominelli has been a promoter of Empire's business, however Mr. Dominelli has not 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. 35
In applying this definition, our board of directors has determined that Vic Dominelli 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. Dominelli 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-K and for services that are normally provided in connection with statutory and regulatory filings or engagements. The Company paid audit fees of approximately $10,000 to Bernstein and Pinchuk, LLP and $2,500 to Paritz and Co., PA in connection to audits for the periods ended December 31, 2010 and 2011 respectively. AUDIT RELATED FEES Audit related fees are funds paid for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements. We paid no audit related fees during 2011 and 2010. 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 2011 and 2010 other than those previously disclosed. ALL OTHER FEES All other fees are those fees paid for permissible work that does not fall within any of the three other fees categories set forth above. No other fees were paid during 2011 and 2010. PRE-APPROVED POLICY FOR AUDIT AND NON-AUDIT SERVICES Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. All of the services rendered to us in the past two fiscal years by Bernstein and Pinchuk, LLP and Paritz and Co. PA, 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. 36
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 Included Principal 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 Included Principal 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 (SUBSEQUENT TO THE DATE OF THIS ANNUAL REPORT) On February 1, 2012, the Company filed an amendment to the form 8-K to report the following: The Company and Avontrust Global Pte. Ltd. mutually agreed to extend the closing date of the Agreement to March 6, 2012 to provide additional time to file required financial statements. On March 6, 2012, the Company filed an amendment to the form 8-K to report the following: The Company and Avontrust Global Pte. Ltd. mutually agreed to extend the closing date of the Agreement to May 8, 2012 to provide additional time to file required financial statements. On July 10, 2012, the Company filed a form 8-K to report the following: The Company and Avontrust Global Pte. Ltd. mutually agreed to terminate the Agreement to acquire AVT on July 2, 2012. On July 27, 2012, the Company filed an amendment to the form 8-K filed on July 23, 2012 to report the following: That the Company engaged Paritz and Co., PA of Hackensack, NJ as the new independent certified public accountants. 37
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/ Michael Ciavarella Date: October 10, 2012. --------------------------- Michael Ciavarella Chairman of the Board 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/ Michael Ciavarella Date: October 10, 2012. --------------------------- Michael Ciavarella Chairman of the Board Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer