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 1, 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 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))
Forward-Looking Statements
This Report on Form 8-K contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding our
expected financial position and operating results, our business strategy, and
our financing plans are forward-looking statements. These statements can
sometimes be identified by our use of forward-looking words such as "may,"
"will," "anticipate," "estimate," "expect," "project," or "intend." These
forward-looking statements reflect our plans, expectations, and beliefs and,
accordingly, are subject to certain risks and uncertainties. We cannot guarantee
that any of such forward-looking statements will be realized.
Statements regarding factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements ("Cautionary
Statements") include, among others, those under the caption "Risk Factors" in
our annual report on Form 10-KSB for the year ended December 31, 2005, as
amended, and quarterly report on Form 10-QSB for the quarter ended September 30,
2006. All of our subsequent written and oral forward-looking statements (or
statements that may be attributed to us) are expressly qualified by the
Cautionary Statements. You should carefully review the risk factors described in
our other filings with the Securities and Exchange Commission (the "SEC") from
time to time.
Our forward-looking statements are based on information available to us today,
and we undertake no obligation to update these statements. Our actual results
may differ significantly from the results discussed.
ITEM 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
At a properly convened regular board meeting held on October 1, 2007 at our
head office, our board of directors resolved and duly seconded to recsind two
agreements previously entered into by Empire Global Corp. (the "Company").
After consultantion and review with corporate counsel the Company has taken the
position that the following two agreements have been terminated:
(1) Agreement of Merger and Reorganization with 501 Canada Inc. dated October
27, 2005. This agreement was improperly drafted by previous management. It was a
business combination. The Company established a subsidiary Empire Global
Acquisition Corp.(an Ontario entity). The subsidiary amalgamated with 501 Canada
Inc., and the 100 shares of 501 Canada Inc. were acquired by Empire while the
former shareholders of 501 received 6,240,000 shares of the Company.
The Agreement provided that if the closing conditions were not met, the
Agreement could be terminated by giving written notice within 12 months of the
date of the Agreement. The Company delivered to the former shareholders a notice
of termination within the 12 months prescribed by the Agreement in accordance
with the terms of the Agreement.
The Company has taken the position that the Agreement is terminated and
rescinded and the 6,240,000 common shares of the Company are cancelled. The
shares of 501 are returned to the former shareholder.
The Company's basis for the termination of the Agreement is as follows: (i) the
former shareholders of 501 made several material misrepresentations with respect
to related party contracts which significantly devalued the transaction price;
(ii) the closing conditions were never met. Specifically, 501 was supposed to
cease to exist - however, not only did it continue to operate - the former
shareholders never relinquished control of the business and continued to exert
control over the assets and bank accounts to the extent that in due course, the
former shareholder sold a number of the properties from the Company back to
himself without the knowledge or consent of the Company. This is a fraudulent
conveyance. In addition, the former shareholders never relinquished control of
the financial books or minute book. As a result, 501 has failed to provide
financial statements to the Company since September 2006 thus causing the
Company to become delinquent in its SEC filings and subsequently be removed from
its quotation on the OTC Bulletin Board.
(2) Share Purchase Agreement between Pender International (now Empire) and
Blazing Holdings dated June 17, 2005. This is also an agreement improperly
created by previous management. The former Company Chairman, Kalson Jang, and
his father, Kalano Jang (a former major shareholder of Pender), arranged a
transaction whereby the only assets of value of Pender were sold to a third
party in exchange for a promissory note ( i.e. no financial exchange at
closing).
The Company has taken the position that this agreement is terminated and
rescinded since no consideration was provided to Pender (Empire) and the
Promissory Note is secured by the shares of the assets sold. The Company will
take back ownership of the assets transferred and restore the values on the
Company's books and records.
The Company's basis for the termination is as follows: (i) there was no board of
directors or shareholder approval for the transaction as misrepresented in the
agreement; (ii) the parties to the agreement are related and insiders in that
there was no exchange of ownership.
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: OCTOBER 1, 2007. EMPIRE GLOBAL CORP.
Per: /s/ KEN CHU
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KEN CHU
Chief Executive Officer