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

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

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

                For the quarterly period ended September 30, 2013

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

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

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

Large accelerated filer [ ]                                Accelerated Filer [ ]

Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if Smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                  Yes [X] No [ ]

There were 18,675,800 shares of Common Stock outstanding as of October 23, 2013.





















ITEM 1. FINANCIAL STATEMENTS The unaudited quarterly financial statements for the period ended September 30, 2013, prepared by the company, immediately follow. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements F-1 - F-7 Item 2. Management's Discussion and Analysis or Plan of Operation 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings 16 Item 1A. Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits 16 SIGNATURES - 2 -
ITEM 1. FINANCIAL STATEMENTS EMPIRE GLOBAL CORP. UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 and 2012 CONTENTS Balance Sheets F1 Statements of Operations F2 Statements of Cash Flows F3 Notes to Financial Statements F-4 - F-7 - 3 -
EMPIRE GLOBAL CORP. (A Development Stage Company) Balance Sheets September 30, December 31, 2013 2012 US$ US$ (Unaudited) ---------- ----------- ASSETS Current Assets - - ------- ------- Total Assets - - - - ======= ======= LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued liabilities 6,133 6,250 Advances from stockholders 165,362 159,575 ------- ------- Total Current Liabilities 171,495 165,825 Commitments and Contingencies Stockholders Deficiency Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued. - - Capital Stock, $0.0001 par value, 80,000,000 shares authorized; 18,675,800 shares issued and outstanding at September 30, 2013 and December 31, 2012, 1,868 1,868 Additional paid-in capital 4,922,773 4,916,600 Deficit accumulated during the development stage (137,856) (126,013) Accumulated Deficit (4,958,280) (4,958,280) ----------- ----------- Total Liabilities and Stockholders' Deficiency (171,495) (165,825) ---------- --------- - - ======= ======= See notes to financial statements - F1 -
EMPIRE GLOBAL CORP. Statements of Operations (Unaudited) Three Months Ended Nine months ended From inception September 30, September 30, to September 30, 2013 2012 2013 2012 2013 --------- ----------- --------- ----------- ----------- US$ US$ US$ US$ US$ Revenue - - - - - --------- ----------- --------- ----------- ----------- General and administrative expenses 1,696 2,990 5,670 6,581 117,538 Interest expense - stockholders 2,067 1,883 6,173 5,637 20,318 --------- ----------- --------- ----------- ----------- Loss from continuing operations (3,763) (4,873) (11,843) (12,218) (137,856) Discontinued operation Loss on disposal of discontinued operations - - - - (6,458) --------- ----------- --------- ----------- ----------- Net Loss (3,763) (4,873) (11,843) (12,218) (144,314) ========= =========== ========= =========== =========== Basic and fully diluted loss per share (0.00) (0.00) (0.00) (0.00) ========= =========== ========= =========== Basic and fully diluted weighted average number of shares 18,675,800 18,675,800 18,675,800 18,675,800 ========== =========== ========== ========== See notes to financial statements - F2 -
EMPIRE GLOBAL CORP. Statements of Cash Flows (Unaudited) From inception Nine Months Ended (January 5, 2010) September 30, to September 30, 2013 2012 2013 -------- -------- ------------ US$ US$ US$ Cash Flows from Operating Activities Net loss from continuing operations (11,843) (12,218) (137,856) Net loss from discontinued operations - - (6,458) --------- --------- ----------- Net loss (11,843) (12,218) (144,314) Adjustments to reconcile net loss to net cash used in operating activities Depreciation - - 879 Accrued expenses (117) 4,500 6,133 Imputed interest 6,173 5,637 20,318 Disposal of equipment - - 2,785 Loss on disposal of discontinued operations - - 6,458 Changes in operating assets and liabilities --------- --------- ----------- Net cash used in operating activities (5,787) (2,081) (107,741) --------- --------- ----------- Cash Flows from Financing Activities Advances from stockholders 5,787 2,081 107,741 --------- --------- ----------- Net cash provided by financing activities 5,787 2,081 107,741 --------- --------- ----------- Net (decrease) increase in cash - - - Cash - beginning of period - - - --------- --------- ----------- Cash - end of period - - ========= ========= =========== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest - - - ========= ========= =========== Income taxes - - - ========= ========= =========== See notes to financial statements - F3 -
EMPIRE GLOBAL CORP. Notes to Financial Statements (Unaudited) 1. Nature of Business and Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirements of Regulation S-X of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited interim financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. There have been no significant changes in accounting policies since December 31, 2012. The results of operations for the periods are not indicative of the results expected for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2012 included in the Company's Form 10K filed on April 16, 2013. The functional currency used by the Company is the US dollar. Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. and maintains its principal executive office headquartered in Canada. On September 30, 2005 contemporaneously with a change in management and business plan changed its name to Empire Global Corp. The Company is considered to be in the development stage as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management's intended operations. Management has provided financial data since inception (January 5, 2010). 2. Going Concern These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company generated no revenue and has incurred losses since inception. These conditions, among other things, raise substantial doubt about the Company's ability to continue as a going concern. Continuation as a going concern is uncertain and dependant upon obtaining additional sources of financing to sustain its existence and achieving future profitable operations, the outcome of which cannot be predicted at this time. In the event the Company cannot obtain the necessary funds, it will be unlikely that it will be able to continue as a going concern. Management plans to mitigate its losses in future years by significantly reducing its operating expenses and seeking out new business opportunities. However, there is no assurance that the Company will be able to obtain additional financing, reduce their operating expenses or be successful in locating or acquiring a viable business. - F4 -
The accompanying unaudited financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. 3. Summary of Significant Accounting Policies The Company's significant accounting policies and recent accounting pronouncements are included in the Company's form 10-K dated and filed on April 16, 2013 for the fiscal year ended December 31, 2012. A summary of critical accounting policies are described below. a) Use of Estimates In preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. b) 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. c) 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 - F5 -
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: 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 has no assets or liabilities measured at fair value or a recovery basis. d) Earnings Per Share FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. e) Recent Accounting Pronouncements In the quarter ending September 30, 2013, there were no new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") that are expected to have a material impact on the consolidated financial statements upon adoption. 4. Advances from stockholders Advances from stockholders are non-interest bearing and are due on demand. Interest was imputed at 5% per annum. Advances from stockholders as of September 30, 2013 and December 31, 2012 are as follows: September 30, December 31, 2013 2012 -------- ----------- Braydon Capital Corp. $ 31,314 $ 31,314 Gold Street Capital 134,048 128,261 -------- --------- Total advances from related parties: $ 165,362 $ 159,575 ======== ========= - F6 -
5. 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 nine months ended September 30, 2013. The Company's deferred tax assets as of September 30, 2013 and December 31, 2012 are as follows: September 30, December 31, 2013 2012 -------- ----------- Net loss carryforward $ 1,784,000 $ 1,779,000 Valuation allowance ( 1,784,000) ( 1,779,000) -------- --------- Deferred tax assets $ - $ - ======== ========= The Company has accumulated a net operating loss carryforward ("NOL") of approximately $5 million as of September 30, 2013. This NOL may be offset against future taxable income through the year 2033. 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 nine months ended September 30, 2013 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. 6. Commitments and Contingencies On March 3, 2013, the Ontario Securities Commission withdrew all proceedings against two companies controlled by our executive officer, Firestar Capital Management Corporation and Firestar Investment Management Group Inc. arising from allegations made by the Ontario Securities Commission on December 21, 2004. 7. Subsequent Events The Company has evaluated subsequent events through the filing date of these financial statements on form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements. - F7 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain information included in this form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral or written statements made by us or on our behalf), may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Words or phrases such as "believe," "plan," "will likely result," "expect," "intend," "will continue," "is anticipated," "estimate," "project," "may," "could," "would," "should," and similar expressions are intended to identify forward-looking statements. These statements, and any other statements that are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time (the "Act"). In connection with the "safe harbor" provisions of the Act, we have identified and filed important factors, risks and uncertainties that could cause our actual results to differ materially from those projected in forward-looking statements made by us, or on our behalf (see Part I, Item 1, "Risk Factors" included in our form 10-K for the fiscal year ended December 31, 2012). These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the Securities and Exchange Commission. Because of these factors, risks and uncertainties, we caution against placing undue reliance on forward-looking statements. Although we believe that the assumptions underlying forward-looking statements are reasonable, any of the assumptions could be incorrect, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to modify or revise any forward-looking statement to take into account or otherwise reflect subsequent events or circumstances arising after the date that the forward-looking statement was made. General This discussion and analysis should be read in conjunction with our interim unaudited financial statements and related notes on this form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on form 10-K for the fiscal year ended December 31, 2012. The inclusion of supplementary analytical and related information herein may require us to make appropriate estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Hereinafter, Empire Global Corp. ("Empire") will be referred to as the Company throughout the balance of this document. - 11 -
Our Objectives and Areas of Focus Empire was organized under the laws of the State of Delaware on August 26, 1998. The Company went through various name changes prior to September 2005 when the name was changed to Empire Global Corp. We are presently seeking new business opportunities and currently intend to purchase, merge with or acquire any business or assets which management believes has potential for being profitable. Challenges and Risks As of the nine months ended September 30, 2013, we had not generated revenues and had no income or cash flows from operations since inception. There is no assurance that the Company will identify an acquisition candidate, generate revenues or become profitable. We have total accumulated deficit of $5,096,136 as of September 30, 2013 and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through maintaining minimal operational costs and locating a viable business. In analyzing viable business opportunities, management may consider factors such as available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality experience and depth of management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities. The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholder of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company 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, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may - 12 -
develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, or that we will be able to reduce operating expenses. Our unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties. Critical Accounting Policies A summary of critical accounting policies and recent accounting pronouncements is included in Note 3 of this form 10-Q. Overall Results of Operations As a result of our limited business operations, we had minimal changes in our overall results. We have no cash as of the date of this filing and therefore are not able to satisfy our working capital needs for the next year. We anticipate funding our working capital needs for the next twelve months through private advances and loans from our management and key shareholders, or if available, equity capital markets. Although the foregoing actions are expected to cover our anticipated cash needs for working capital and capital expenditures for at least the next twelve months, no assurance can be given that we will be able obtain financing or raise sufficient cash to meet our cash requirements. On July 2, 2012, the Company reported that it had terminated the Agreement to acquire Avontrust Global Pte. Ltd, therefore, over the next twelve months we plan to continue seek out additional new business opportunities. If we enter into a new business opportunity or close such a venture, will need to raise additional working capital and we may be required to hire additional employees, independent contractors as well as purchase or lease additional equipment. We plan to raise this additional working capital through the private placement of shares, private advances and loans. We anticipate continuing to rely on equity sales of common stock to fund our operations and to seek out or enter into new business opportunities. The issuance of any additional shares will result in dilution to our existing shareholders. COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 FROM INCEPTION (JANUARY 5, 2010) THROUGH SEPTEMBER 30, 2013 Revenues We had no revenue from operations from inception and during the three and nine months ended September 30, 2013 and 2012. - 13 -
Expenses Our total expenses decreased by $1,110 from $4,873 for three months ended September 30, 2012 to $3,763 for the three months ended September 30, 2013 and by $375 from $12,218 for nine months ended September 30, 2012 to $11,883 for the nine months ended September 30, 2013 due to reduced professional fees. Our expenses from continuing operations have been $137,856 since inception. We expect our operating costs to be approximately $192,000 over the next year, unless we locate a new viable business. Related-Party Transactions Included in current liabilities at September 30, 2013 is $165,362 in advances from stockholders. There were no advances from Stockholders during the three months ended September 30, 2013 and $5,787 during the nine months ended September 30, 2013 respectively. 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 $2,067 and $6,173 for the three and nine month periods ending September 30, 2013 respectively and $1,883 and $5,637 for the three and nine months ending September 30, 2012 respectively and $20,318 since inception. Liquidity and Capital Resources The Company had no cash balance at September 30, 2013 or on December 31, 2012. The notes to our unaudited financial statements as of September 30, 2013, contain a disclosure regarding our uncertain ability to continue as a going concern. As of September 30, 2013, we have not generated revenues to cover our expenses, and we have total accumulated deficit of $5,096,136. We had $171,495 in current liabilities and no current assets, as such we are left with a working capital deficit of $171,495 and cannot assure that we will succeed in locating a viable business opportunity or that we will be able to achieve a profitable level of operations sufficient to meet our ongoing cash needs. Our expenses are limited to transfer agent costs and professional fees incurred for our public company filing obligations and an imputed interest charge for advances from stockholders. We had no cash flow for the three and nine month periods ended September 30, 2013 and September 30, 2012 respectively. Contingencies and Commitments See Note 6 of Notes to Financial Statements for a detailed explanation of our contingencies. Contractual Obligations None. Inflation We do not believe that inflation will have a material impact on our future operations. - 14 -
Off-Balance-Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that we expect to be material to investors. We do not have any non-consolidated, special-purpose entities. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. Item 4. Controls and Procedures. Disclosure Controls and Procedures Pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, Director of Operations including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer (the Company's principal financial officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation and the identification of material weaknesses in our internal control over financial reporting, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Changes in Internal Controls There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management's Report on Internal Controls over Financial Reporting Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. - 15 -
PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Company may be subject to claims arising in the ordinary course of business. We are not a party to, or the subject of, any pending legal proceeding. Item 1A. Risk Factors. Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. (Removed and Reserved) Item 5. Other Information. During the quarter of the fiscal year covered by this report, Empire reported all information that was required to be disclosed in a report on form 8-K. Item 6. Exhibits (a) Index to and Description of Exhibits All Exhibits required to be filed with the form 10-Q are included in this quarterly filing or incorporated by reference to Empire's previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-50045. 31 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - 16 -
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMPIRE GLOBAL CORP. By: /s/ Michael Ciavarella Date: October 30, 2013. ------------------------- Michael Ciavarella Chairman of the Board, Chief Executive Officer and Chief Financial Office