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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): January 31, 2014
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
671 Westburne Dr, Concord, Ontario L4K 4Z1, Canada
(Address of principal executive offices)
(647) 229-0136
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. REGULATION FD DISCLOSURE
On January 31, 2014, Empire Global Corp. issued a press release announcing that
it has signed a letter of intent to acquire Multigioco Srl a licenced gaming
operator based in Rome, Italy.
The company's press release announcing the Letter of Intent is included as
Exhibit 99.1.
Item 8.01 OTHER EVENTS
On January 31, 2014, Empire Global Corp. signed a letter of intent to acquire
Multigioco Srl a licenced gaming operator organized in 2011 based in Rome, Italy
from Giuseppe (Joe) Parolini and a yet to be named company formed under the laws
of Malta.
On closing, the company will make an initial cash payment of 500,000 Euro plus
3,000,000 shares of common stock of Empire Global Corp. at a price of US$1.00
per share. In addition, the company will make earn-in payments at the end of
Year 2 and Year 3 from the closing date in amounts equal to the following:
1. At the end of year 2 - Euro 750,000
provided if Multigioco earns EBITDA equal to Euro 600,000; and
2. At the end of year 3 - Euro 750,000
provided if Multigioco earns EBITDA equal to Euro 900,000
On the closing date the company will acquire 70% of the issued and outstanding
shares of the yet to be named Maltese company and an additional 15% at the end
of year 2 plus the remaining 15% at the end of year 3 which acquisition includes
all of the assets, intellectual property, operations and licences governed under
the Amministrazione Autonoma Monopoli di Stato (AAMS) in Italy.
Multigioco has over 750 venues under its licence mainly situated throughout
Central and South Italy, with an extensive current on-line platform and
certified for PosteItalia, MasterCard, Visa and Skrill Gaming Card use and with
mobile applications on the horizon. Multigioco operations generated 71 million
Euro in Gross Gaming Revenue (GGR) in 2013. Game offerings are currently
comprised of Sports betting and lottery terminals which represents the largest
turnover through Soccer, Horse Racing and other sports as well as Lottery
distribution. Other significant offerings are Casino and Cash Games (Cards),
Slots and Bingo, while to a lesser degree various VLT games (i.e. tantalizing
games).
The transaction is subject to the completion of a Material Definitive Agreement
to take effect upon the completion of the audited financial statements of
Multigioco as required under the Securities and Exchange Act.
The Company will file a current report on Form 8-K under Item 1.01 upon entry
into a Material Definitive Agreement, and as required, within four business days
after the completion of the Material Definitive Agreement under Item 2.01
including audited financial statements and information that would be included in
a Form 10.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 99.1 - Press Release dated January 31, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: January 31, 2014. EMPIRE GLOBAL CORP.
Per: /s/ MICHAEL CIAVARELLA
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MICHAEL CIAVARELLA, B.Sc.
Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated January 31, 2014 captioned "Empire Global
Corp. Signs Letter of Intent to Acquire Additional Gaming
Company in Italy