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): May 17, 2011
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)
(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 8.01 - Other Items.
On May 17, 2011, our former President and CEO and current Director of Operations
Mr. Michael Ciavarella entered into a settlement agreement with the Ontario
Securities Commission (OSC) thereby concluding regulatory proceedings in the
Province of Ontario (OSC Settlement) against Mr. Ciavarella.
Among other facts, the OSC Settlement agrees with the following:
1. that Mr. Ciavarella had no involvement in an alleged stock manipulation
scheme and that Michael Lee Mitton (Mitton) and others were the architects and
perpetrators of the scheme using brokerage accounts belonging to Kamposse
Financial Corp. (Kamposse). Mitton and others also used a corporate trading
account at HSBC Securities, belonging to Mr. Ciavarella but without his
involvement, to make unauthorized trades by purchasing shares of our company
in mid November 2004. The unauthorized trades made over a period of six days
led to a debt of approximately $2.6 million and leaving Mr. Ciavarella
indebted to HSBC Securities.
2. that Press Releases made by Mr. Ciavarella during his tenure as our
executive were not intended to artificially increase the price of our stock.
3. that Mr. Ciavarella did not violate any laws or breach securities
regulations.
4. that Mr. Ciavarella did not properly monitor his personal and corporate
trading accounts.
Additional details and a copy of the OSC Settlement can be viewed on the OSC
website at http://www.osc.gov.on.ca
Kamposse was owned and controlled by Karen Man Yee Lam and Gwen Jang,
Kalano Y.L. Jang's (Jang) personal secretary and estranged wife respectively.
Jang is the father of our former Chairman Kalson G.H. Jang.
Also, on May 18, 2011, the Crown Attorney of Ontario stayed criminal charges
levied against Mr. Ciavarella thereby concluding criminal proceedings arising
from the OSC allegations described above and the related OSC, Royal Canadian
Mounted Police (RCMP) collectively the Integrated Market Enforcement Team (IMET)
with no finding of guilt against Mr. Ciavarella.
The criminal charges dropped against Mr. Ciavarella is fallout from the
discovery of documents fabricated by senior RCMP staff and the related cover-up
which was uncovered during pre-trial motions that were previously reported by
the Company. Among other things, information raised in court indicated that
during Mr. Ciavarella's tenure as our executive:
1. Mitton was an RCMP agent turned rogue. While engaged as an RCMP agent
Mitton was handled by the RCMP to investigate Mr. Aniello Peluso in matters
unrelated to the Company. Mr. Peluso, a co-accused was an acquaintance of
Mr. Ciavarella but was neither a shareholder nor involved with the Company.
2. HSBC Management, broker and staff mislead Mr. Ciavarella, their customer,
to conceal the true reason behind the $2.6 million debt in his corporate
trading account arising from the unauthorized trades made by Mitton. When
demanding payment for the debt, HSBC staff informed Mr. Ciavarella that the
debt was due to a credit problem rather than a "compliance problem" in
executing unathorized trades made by Mitton.
3. That HSBC Counsel, prepared the original affidavit sworn by HSBC broker
Jason (Chak) Ng, claiming among other falsehoods, that Mr. Ciavarella,
introduced Mitton as a "partner" and also that Mr. Ciavarella provided Mitton
with "verbal" trading authorization to trade in his corpoarte trading account.
The details of the fabricated documents led to staying of charges in other
criminal prosecutions in Canada and preceded the OSC settlement.
Mitton the former RCMP agent, pleaded guilty to his role and is the only person
serving a penitentiary sentence.
As a result of the conclusions of both the OSC regulatory and the Criminal
prosecutions against our former executive, the company will no longer report
these events under the heading "Legal Proceedings" Indirectly affecting the
company in our required quarterly and annual reports.
Also as a result of the conclusions of the proceedings against Mr. Ciavarella,
on June 6, 2011 the OSC vacated the escrow agreement between Armistice Resources
Corp. (Armistice), Equity Transfer Services Inc. and IMM Investments Inc. (IMM).
As of January 4, 2010, the company no longer has an interest in IMM or
Armistice.
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 6, 2011. EMPIRE GLOBAL CORP.
Per: /s/ Vic Dominelli
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VIC DOMINELLI
Chief Executive Officer