UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO 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 event reported): February 16, 2007
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)
648 Finch Avenue East, Suite 2, Toronto, Ontario M2K 2E6, Canada
(Address of principal executive offices)
(416) 226-4348
(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 registrant 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))
This 8-K/A amends the 8K previously filed on March 26, 2007 to comply with the
disclosure requirements of Item 304(a)(1)(ii) of Regulation S-B to properly
disclose the change in our certifying accountant.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
i) On February 16, 2007, SF Partnership LLP ("SF") provided a letter to tender
their resignation as the Company's certifying accountant. The letter advised
the Company that the professional standards and firm policies prevent SF from
becoming a creditor of a client to the extent that objectivity may appear to be
impaired. Accordingly, as a result of unpaid back fees due to SF by the Company,
SF is not currently independent and therefore was not in a position to provide
any further audit services.
ii) The decision to change accountants was recommended and approved by the
Company's Audit Committee.
iii) The reports of SF on the Company's consolidated financial statements for
the fiscal years ended December 31, 2005 and 2004 and any subsequent interim
period through September 30, 2006 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, with the exception of an explanatory
paragraph in the opinion related to the financial statements for the fiscal
years ended December 31, 2005 and 2004 and any subsequent interim period through
September 30, 2006 indicating substantial doubt about the Company's ability to
continue as a going concern.
iv) In connection with the audits of the Company's consolidated financial
statements for the two years ended December 31, 2005 and 2004 and any subsequent
interim period through September 30, 2006, (1) there were no disagreements with
SF on any matter of accounting principles or practices, financial statement
disclosure or auditing scope and procedure which, if not resolved to the
satisfaction of SF, would have caused SF to make reference to the matter in its
report and (2) there were no "reportable events" as that term is defined in Item
304 of Regulation S-B promulgated under the Securities Exchange Act of 1934
("Item 304").
The Company submitted a letter to the former accountant requesting a comment
with respect to their agreement or disagreement with the disclosures in the Form
8-K/A. A copy of the letter is annexed hereto as Exhibit 1.
SF Partnership LLP has reviewed the disclosures contained in this Form 8-K
report. SF Partnership LLP has furnished the Company with a letter addressed to
the Securities and Exchange Commission, a copy of which is attached as Exhibit
16.1, in accordance with Item 304(a)(3) of Regulation S-B, indicating that it
agrees with the above disclosure or providing any new information, clarifying
the Company's disclosures herein, or stating any reason why SF Partnership LLP
does not agree with any statements made by the Company in this report.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Exhibit 1 Letter to SF Partnership LLP
Dated May 8, 2007
Exhibit 16.1 Letter from SF Partnershipp LLP
Dated June 14, 2007
SIGNATURES
Pursuant to the Requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: June 8, 2007. EMPIRE GLOBAL CORP.
Per: /s/ KEN CHU
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KEN CHU
Chief Executive Officer