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): October 27, 2015
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)
Suite 701 - 130 Adelaide St. W.
Toronto, Ontario M5H 2K4, 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 3.02 Unregistered Sales of Equity Securities.
On October 27, 2015, the board of directors of the Company authorized the
issuance of an aggregate of 332,350 restricted shares of our common stock with
an effective date of September 30, 2015 at the closing market price of $1.04 per
share to eliminate debt and for services rendered as follows:
- 21,650 for the payment of $22,500 recorded as accounts payable to CorCapital
Inc. for consulting services;
- 144,300 shares for payment of $150,129 of debt recorded as advances from a
related party from Gold Street Capital Corp. to accredited investors;
- 166,400 shares to eliminate the promissory note dated February 13, 2015 in the
amount of $173,016 including principal and interest to Braydon Capital Corp.
In addition the Company issued and aggregate of 11,500 restricted shares of our
common stock to Empire State Financial Inc. for payment of commissions related
to the June 18 and July 9, 2015 Notes, at the closing market price for each
respectively as follows:
- 7,500 shares of common stock at a price of $0.80 per share or $6,000; and
- 4,000 shares of common stock at a price of $0.75 per share or $3,000
The issuance of our common stock was exempt from the registration requirements
of the Securities Act for the offer and sale of securities not involving a
public offering. To the extent that the issuance constituted a sale of equity
securities, that sale was exempt from registration under the Securities Act
pursuant to the exemption provided under Section 4(2) of the Securities Act, and
may also qualify for exemption under Section 4(a)(5), Section 3(a)(9) and
Regulation S of the Securities Act.
These shares of our common stock have not been registered under the Securities
Act and may not be offered or sold absent registration or an applicable
exemption from registration requirements.
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/ Michele Ciavarella, B.Sc. Date: October 27, 2015.
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Michele Ciavarella, B.Sc.
Chairman of the Board and
Chief Executive Office
